LETTER OF AGREEMENT FOR DESIGN SERVICES

This Letter of Agreement for Design Services (“Agreement”) confirms that Celestica Ireland Limited (AMS Division), whose registered office is at Parkmore Business Park West, Ballybrit, Galway, Ireland (“Celestica”) and More Energy Limited with its principal place of business at 4 Yodfat, Global Park, Lod Israel (“Customer”) have entered into a relationship whereby Celestica or its affiliates will provide the design services and Deliverables to Customer as requested by Customer and agreed to by Celestica, and Customer agrees to purchase such design services and Deliverables.

At the time of signing of this Agreement, it is envisaged that the services to be provided by Celestica or its affiliates may include: design services, testing and prototype development, deliverables as well as other services requested by the Customer and agreed to by Celestica (“Services”), as further outlined in the written quotation provided by Celestica (“Quotation”). The Customer understands and acknowledges that a written purchase order (“Order”) is required by Celestica prior to commencement of any Services or provision of any Deliverables. Celestica will acknowledge receipt of Orders as soon as reasonably practicable and notify the Customer of acceptance or non-acceptance of Orders within five business (5) days of receipt. However, Celestica shall be under no obligation to accept Orders.

1.1    It is the intent of the parties that Services will be performed and the Deliverables will be provided in accordance with the statement of work, as mutually agreed to in writing by the parties (“Statement of Work”), which shall form part of this Agreement and be deemed incorporated herein by reference. The Statement of Work represents both parties’ good faith estimates of the schedules, scope of work and level of effort required to be expended on the Services. Both parties acknowledge, however, that the performance of the Services and provision of the Deliverables cannot be accurately determined at the outset of the Services and depend on many factors, such as co-operation of the Customer, accuracy of Specifications or Customer Information, completion of certain Customer tasks or adherence to Customer schedules within the Customer’s or a third party’s control. Accordingly, Celestica and Customer shall report to each other at agreed to regular intervals as to the progress being made by each of them in relation to meeting the schedules, any delays or anticipated delays or other issues that are being encountered that may affect the Statement of Work. Consequently, the Quotation and/or Statement of Work may requite adjustments or changes, which may result in additional charges and schedule updates.

1.2    Celestica shall use commercially reasonable efforts to meet the schedules and time of performance of the Services as set forth in the Statement of Work or as otherwise agreed to in writing. Customer agrees to co-operate in good faith to allow Celestica to achieve completion of the Services in a timely and professional manner. Celestica shall not be responsible for delays in the provision of Services or any portion thereof caused by the Customer’s failure to complete a

Customer task or adhere to a Customer schedule. Celestica will provide such resources and utilize such employees, sub-contractors and/or design consultants as it deems necessary to perform the Services, subject to the Customer first having provided Celestica with all applicable input as necessary for the provision of the Services including, but not limited to, drawings, documentation, data, software, firmware, information and know-how (“Customer Information”). The customer’s specifications will be set out in the Statement of Work or otherwise agreed to in writing (“Specifications”). The accuracy and completeness of the Customer Information and the Specifications provided by the Customer are the Customer’s responsibility. Celestica will perform the Services upon its receipt and acceptance of an Order from the Customer during the term of this Agreement. The manner and means used by Celestica to perform the Services desired by the Customer are in the sole discretion and control of Celestica. All work will be performed at Celestica’s various global facilities unless otherwise agreed by the parties.

1.3    From time to time during the performance of the Services, Celestica may provide certain information, recommendations or recommend to Customer certain materials, technology or other elements for use in the development of the Deliverables. While Celestica uses its reasonable efforts to determine the accuracy of any information provided or recommendations made Celestica makes no warranties or representations as to their accuracy. Customer understands that the availability or suitability of any information, recommendations or recommended items are dependent on numerous factors that are not under Celestica’s control (such as, but not limited to, a supplier’s adherence to product roadmaps or general market conditions). Customer understands that any reliance on any information provided or any recommendation made or use of any recommended items is solely at Customer’s discretion. Consequently, Celestica will not be liable under this Agreement or otherwise for any decision made by Customer based on any information provided, recommendations made or any recommended items or for any impact on the Services or Deliverables due to any such information, recommendations or recommended items.

2.1    In performing the Services, Celestica shall design, develop and/or make for the Customer any tangible output resulting from the performance of the Services including any data, designs, specifications, or like material and any training, sample, or prototype product (“Deliverables”) as set forth in the Quotation and/or Statement of Work. Any prototypes provided to Customer as part of the Deliverables are for non-commercial use. Except as agreed otherwise, Deliverables sold to the Customer are delivered Ex Works (Incoterms 2000) at Celestica’s premises with Customer accepting responsibility for freight, insurance and customs fees. Title and risk of loss shall pass to Customer upon delivery. Except in accordance with Clause 3 below, refusal to accept a delivery will be treated as a cancellation in accordance with Section 11 herein.

2.2    Customer authorizes Celestica to procure such materials to fulfil Services and/or Orders, including, but not limited to long lead-time items, materials subject to minimum order quantities, unique materials, non-cancellable and non-returnable items and Customer agrees to be responsible for all costs incurred by Celestica to procure all such materials, which Celestica is unable to mitigate. Customer also agrees to be responsible for the cost of all finished goods and work in progress for prototype products or other Deliverables or products manufactured in accordance with Customer’s requirements. Notwithstanding the foregoing, all amounts incurred

by Celestica under this provision shall be reasonable in the context of the Statement of Work package and agreed price for same hereunder.

3.1    Celestica shall provide to the Customer the Services and Deliverables and other items as detailed in the Statement of Work and in conformance with the Specifications. The Customer may review such Deliverables for a period no greater than ten (10) business days from delivery and shall provide written notice of its acceptance or rejection within such ten (10) business day period. If the Customer rejects the Deliverables, Customer shall provide written details as to the reason(s) for which the Deliverables are not in conformance with the Specifications. If the Customer does not provide written notification of acceptance or rejection within such ten (10) business day period, the Deliverables and Services will be deemed accepted by the Customer.

3.2    Where Celestica, in its reasonable determination, agrees that the Deliverables are not in conformance with the Specifications, Celestica shall, as soon as commercially reasonably practicable, correct the Deliverables and resubmit such Deliverables for Customer approval. The same process as described in this Clause 3 will apply to the acceptance of the reworked Deliverables. Celestica will use its commercially reasonable efforts to correct such reworked Deliverables, however if the reworked Deliverables are continuously rejected and Celestica determines that such reworked Deliverables cannot be corrected the parties shall mutually work towards an agreeable solution for such reworked Deliverables. Should the parties not be able to find a solution, Celestica shall be entitled to provide a full refund of all the payments made for such Deliverables to Customer. Customer agrees and acknowledges that this shall constitute Customer’s sole remedy for such Deliverables hereunder or otherwise at law or in equity.

3.3    Upon acceptance of the Deliverables and with the exception of Celestica’s warranty obligations set forth in Clause 7 below, Celestica will have no further responsibility for the correctness or completeness of the Deliverables or Services. Following Customer’s acceptance, Celestica shall proceed to develop the next milestone of the Statement of Work.

3.4    Except for corrections required due to non-conformance to the Specification or warranty issues, all other changes will be addressed through a formal engineering change control process as outlined below or other documented process as agreed to by the parties.

3.5    Either party may at any time propose changes to the relevant Services or Deliverables by a written Engineering Change Notice (“ECN”) to the other party. Any modifications to the Deliverables as recommended by Celestica or as requested by the Customer will be priced and pre-approved by the Customer prior to implementation.

3.6    The recipient of an ECN will use all reasonable efforts to provide a detailed response within fourteen (14) Days of receipt. Celestica will advise Customer of the likely impact of an ECN, including but not limited to, time of implementation and fees.

3.7    In the case of an ECN requested by Customer, Celestica will not unreasonably withhold or delay agreement to an ECN and the parties will endeavor to agree and implement the ECNs as soon as practicable. Customer at its discretion may reject an ECN proposed by Celestica.

3.8    Until an ECN and any associated impact and costs have been agreed to in writing, the parties will continue to perform their obligations without taking account of that ECN.

3.9    All costs of implementing ECNs, including without limitation, costs of materials, handling charges, process and tooling charges, administrative charges, engineering charges and evaluation and testing costs will be the responsibility of Customer.

4.1    The charges for the Services and Deliverables shall be indicated in Statement of Work Annexes signed by both Parties and attached to this Agreement from time to time (“Charges”). Celestica shall invoice the Customer for Charges in accordance with the agreed to milestones as set forth in the Statement of Work or otherwise upon completion of the Services. Customer agrees and acknowledges that the Charges are estimated and may be subject to change during the course of performing the Services if the scope of work of such Services changes. Any changes to the Charges will be agreed to in writing by the parties and will amend the Charges in the applicable Statement of Work. In the case of expenses, Celestica shall invoice on the last business day of the month of expenditure.

4.2    Customer shall reimburse Celestica for actual and reasonable travel and accommodation expenses. Prior to incurring any such expenses, Celestica will obtain the approval of Customer’s representative.

4.3    Payment is due, without any set-off or deduction, thirty (30) days from date of invoice. Except for any income-related taxes for which Celestica is directly liable, the Customer will be solely responsible for and will pay all taxes, including value-added taxes, duties or other governmental or regulatory charges, unless evidence of exempted status is provided. All payments by Customer to Celestica under this Agreement shall be in the currency quoted by Celestica in the relevant Quotation. If the Customer fails to make any payment by the due date Celestica may, in addition to its other rights and remedies, charge interest on any overdue amounts at a rate of annual LIBOR plus four percent (4.0%) paid on a pro rata monthly basis or the maximum interest rate permitted by law (whichever is the lower) together with any legal fee incurred by Celestica in collecting the overdue payment. Celestica may also elect not to perform any further obligations until payment is received.

5.1    Except as otherwise set forth herein, neither this Agreement nor the provision of Services hereunder shall give either Celestica or the Customer any ownership, interest in, or rights to the intellectual property of the other party. All intellectual property that is owned or controlled by a party at the commencement of the Services, or obtained independently during the performance of the Services, (“Pre-existing IP”) shall remain under the ownership or control of such party throughout the performance of the Services and thereafter.

5.2    As used herein, the term “Innovations” shall mean any improvements, inventions, developments or modifications conceived or developed by Celestica solely or jointly with the Customer during the performance of the Services. Subject to Celestica’s rights as set forth in this Clause 6.2, the Customer shall be assigned ownership and sole intellectual property rights to any and all Innovations that are derived from or which contain any of the Customer Information,

and/or the Customer Pre-existing IP therein (the “Customer Innovations”). Celestica shall retain all ownership and Intellectual Property rights to all other Innovations (the ‘‘Celestica Innovations”), whether or not jointly conceived, which:

5.3    To perfect a party’s (“IP Owner”) ownership of its Pre-existing IP or Innovations in accordance with Clauses 5.1 and 5.2 above, the other party agrees, at the IP Owner’s expense, to assign to the IP Owner all rights the other party may have in the Pre-existing IP or Innovations and, if requested, to assist and co-operate with the IP Owner in all reasonable respects, execute all documents, and take all further acts reasonably necessary for the IP Owner to acquire, transfer, maintain and enforce its right in such Pre-existing IP or Innovations. Each party hereby waives, and shall secure the waiver of its employees, agents, and subcontractors relating to, any moral rights in such Pre-existing IP or Innovations in favour of the IP Owner, its successors and assigns to the fullest extent permitted by law.

5.4    Each party agrees not to directly or indirectly reverse engineer any tangibles resulting from the Pre-existing IP or Innovations of the other party. Each party agrees not to alter, remove or destroy any proprietary markings or confidentiality legends or notices placed upon or contained within the Pre-existing IP or Innovations of the other party. Nothing in this Agreement gives either party the right to use the other party’s name, trade mark(s) or refer to or disclose the content hereof, whether directly or indirectly, in connection with any marketing or other activities, without the other party’s prior written consent.

6.1    Subject to Celestica’s compliance with Clause 5 above and 12.1 below, any separately agreed to confidentiality provisions and the license terms hereof, the Customer hereby grants Celestica and its affiliates a royalty free, non-exclusive, non-transferable, world-wide license with sub-licensing rights to parties performing work on Celestica’s behalf in furtherance of its obligations hereunder to use the Customer Information and any Customer Pre-existing IP, Customer Innovations, including any intellectual property therein, in order for Celestica to perform the Services and fulfil its Obligations hereunder. The Customer agrees to obtain for Celestica the right to use, for the purpose of performing the Services, such third party information, materials and technology, and the intellectual property therein, as Celestica reasonably requires in order to perform the Services and fulfil its obligations hereunder. The Customer represents that, to the extent the Customer provides to Celestica any Customer or third party intellectual property hereunder, it has obtained all necessary permissions, licenses, consents and has the authority to provide such intellectual property to Celestica.

6.2    In providing the Service, Celestica will exercise and utilize certain of its intellectual property. Subject to payment in full of the amounts owed to it hereunder and Customer’s compliance with Clause 5, above and 12.1 below, any separately agreed confidentiality provisions and the license terms hereof and any other applicable obligations herein, Celestica grants to the Customer a world-wide, non-exclusive, non-transferable, fully paid license under Celestica Innovations and Celestica’s Pre-existing IP used in creating or manufacturing or incorporated in the Deliverables to make, have made, use and sell products derived therefrom for the purposes set forth in the Statement of Work. To the extent that a third party is utilizing the Deliverables to make products on behalf of the Customer, Customer shall be permitted to sublicense (with no further sublicensing rights) the necessary right in this paragraph to enable such third parties solely to perform the required work with respect to the Deliverables, provided that Customer shall ensure that such third parties comply and abide by these licensing terms and provided that such sublicense is exclusively for the benefit of Customer.

7.1    Celestica warrants that the Services will be performed in a good and workmanlike manner in accordance with applicable industry standards and general practices in existence at the time of performance of the Services. Celestica further warrants for a period of ninety (90) days from the date of delivery of the final Deliverables that the Deliverables will be free from defects in workmanship and will conform substantially to the Specifications.

7.2    Subject to Clause 7.3, the Customer’s sole remedy and Celestica’s entire liability under the warranty obligations of Clause 7.1 shall be to have Celestica, at its option:

7.3    Celestica shall have no warranty obligation under this Agreement in the following circumstances: