Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of June 5, 2025 between Steakholder Foods Ltd., an Israeli company (the “Company”), Gefen Capital Investments’ LP. – Series Twine, a Delaware company (“Gefen”) and certain additional purchasers as listed in Exhibit A attached hereto (Gefen and each of the other purchasers, a “Purchaser”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof and/or Regulation S thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

ARTICLE I.
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Acquisition” shall mean the expected acquisition by the Company of 100% of the share capital of Twine Solutions Ltd., (“Twine”) an Israeli company, registration No. 515218717, on a fully diluted basis, as a result of which Twine will become a wholly owned subsidiary of the Company.

“ADS(s)” means American Depositary Shares issued pursuant to the Deposit Agreement (as defined below), each representing five hundred (500) Ordinary Shares.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States, a legal holiday in the State of Israel or any day on which banking institutions in the State of New York or in the State of Israel are authorized or required by law or other governmental action to close; provided, however, that, for calculating Business Days with respect to any action to be taken by the Company hereunder, Friday after 1:00 p.m. (Tel Aviv time) shall not be considered a Business Day.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the third Trading Day following the date hereof.

“Commission” means the United States Securities and Exchange Commission.

 “Deposit Agreement” means the Deposit Agreement dated March 16, 2021, among the Company, The Bank of New York Mellon as Depositary and the owners and holders of ADSs from time to time, as such agreement may be amended or supplemented.

“Depositary” means The Bank of New York Mellon, as Depositary under the Deposit Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Insider Trading Policy” means a true and complete copy of the Company insider trade policy, as the same may be amended, supplemented or restated from time to time, as attached as Exhibit 11.1 to the Most Recently Filed Form 20-F.

“Legend Removal Date” shall have the meaning ascribed to such term in Section 4.1(d).

“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Milestone” means the earlier of (a) deployment of the new version 1X, or (b) the completion of the delivery of five (5) new printers to customers;

“Most Recently Filed Form 20-F” means the Form 20-F for the fiscal year ended December 31, 2024 of the Company filed, pursuant to Section 13 or 15(d) of the Exchange Act, with the Commission on March 31, 2025.

“Nasdaq” means the Nasdaq Stock Market LLC or any successor thereto.

“Ordinary Share(s)” means the ordinary shares of the Company, no par value, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Per ADS Purchase Price” equals $7.00 subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of ADSs and/or Ordinary Shares that occur after the date of this Agreement.

 “Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint share company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Required Approvals” shall have the meaning ascribed to such term in Section 3.1(b).

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

 “SEC Reports” shall have the meaning ascribed to such term in Section 3.1(d)

“Securities” means the ADSs, and the Shares.

 “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Shares” means the Ordinary Shares, as represented by ADSs issued pursuant to the Deposit Agreement, each ADS representing five hundred (500) Ordinary Shares, issued and issuable to each Purchaser pursuant to this Agreement.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing ADSs and/or Ordinary Shares).

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for ADSs as set forth opposite each Purchaser’s name on Exhibit A and under the heading “Subscription Amount”, in United States dollars and in immediately available funds.

“Subsidiary(ies)” means any subsidiary of the Company as set forth in the SEC Reports, including any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the Nasdaq Capital Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which ADSs are listed or quoted for trading on the date in question: the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, or the New York Stock Exchange (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Twine CLA” means a convertible loan agreement executed between the Company and Twine on or about the date hereof pursuant to which the Company shall grant to Twine on the Closing Date a convertible loan in the amount of at least US$1,740,000.

ARTICLE II.
PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and each Purchaser, severally and not jointly agrees to purchase, up to an aggregate of approximately $870,000 of ADSs as calculated pursuant to Section 2.2(a).  Each Purchaser shall deliver to the Company or to Twine in the name of the Company, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount , and the Company shall deliver to each Purchaser its respective ADSs, as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing.  Upon satisfaction of the covenants and conditions set forth in Sections 2.2 and 2.3, the Closing shall occur remotely by electronic transfer of the closing documentation or such other location as the parties shall mutually agree.

2.2 Deliveries.

(a) On or prior to the Closing Date, the Company shall deliver or cause to be delivered to each Purchaser the following:

(i) this Agreement duly executed by the Company;

(ii) a copy of irrevocable instructions to the Depositary instructing the Depositary to issue contemporaneously with the Closing a number of ADSs equal to such Purchaser’ Subscription Amount divided by the Per ADS Purchase Price, per instructions of such Purchaser; and

(iii) Company’s wire instructions, on Company letterhead and executed by the Chief Executive Officer or Vice President of Finance;

(b) On or prior to the Closing Date, each Purchaser shall deliver or cause to be delivered to the Company, the following:

(i) this Agreement duly executed by such Purchaser;

(ii) such Purchaser’s Subscription Amount, which shall be made available by wire transfer; and

(iii)  if such Purchaser is “an accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act, an executed copy of the accredited investor questionnaire set forth on Exhibit B.

It is hereby clarified and agreed that in the event that one Purchaser or more Purchasers (each a “Failing Purchaser”) fail to pay all or any part of such Failing Purchaser Subscription Amount by the Closing Date, Gefen shall, without the need for further action, instruction or consent, be irrevocably and unconditionally obligated to deliver at Closing Date (or as the Company may direct) an amount equal to the unpaid portion of any such Failing Purchaser Subscription Amount (the “Substitute Amount”) as agreed upon in Section 2.1 above. The payment of the Substitute Amount by Gefen in accordance with this Section 2.2 shall constitute valid consideration for the allotment and issuance to Gefen (or its designated Affiliate, as notified in writing to the Company prior to Closing) of such number of ADSs as would have been allotted and issued to such Failing Purchaser(s) had it fulfilled its obligations hereunder. The Company shall have no obligation to pursue or enforce any rights against any Failing Purchaser(s) prior to enforcing Gefen’s obligation under this Section 2.2, and no delay or failure to do so shall operate as a waiver of Gefen’s obligations under this Section. Nothing in this Section 2.2 shall be construed as a waiver, limitation, or exclusion of any rights or remedies the Company may have (whether under this Agreement, at law, or in equity) against any such Failing Purchaser(s) for any failure to perform its obligations hereunder, all of which are hereby expressly reserved.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects on the Closing Date of the representations and warranties of each Purchaser contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by each Purchaser of the items set forth in Section 2.2(b) of this Agreement.

(b) The obligations of each Purchaser hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Section 2.2(a) of this Agreement;

(iv) there shall have been no Material Adverse Effect (as defined in Section 3.1(a)) with respect to the Company since the date hereof; and

(v) from the date hereof to the Closing Date, trading in the Ordinary Shares shall not have been suspended by the Commission or any Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States, New York State or Israeli authorities nor shall there have occurred after the date of this Agreement any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

(vi) The Company shall have executed a definitive convertible loan agreement for an additional amount of at least US$870,000 pursuant to which such amount will be transferred to the Company on or about the Closing Date for purpose of funding the Twine CLA.

(vi) The Twine CLA shall have been executed.

ARTICLE III.
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. The Company hereby makes the following representations and warranties to each Purchaser as of the date hereof and as of each Closing Date (unless as of a specific date therein):

(a) Organization; Authority. The Company is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective memorandum of association, articles of association, certificate or articles of incorporation, bylaws, operating agreement, or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”); provided that a change in market price or trading volume of the Ordinary Shares alone shall not be deemed, in and of itself, to constitute a Material Adverse Effect. No proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(b) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) application(s) to each applicable Trading Market for the listing of the ADSs for trading thereon in the time and manner required thereby, including the filing of a Listing of Additional Shares notice with Nasdaq, (iii) such filings as are required to be made under applicable state securities laws, and (iv) filings required by the Israeli Registrar of Companies(collectively, the “Required Approvals”). Company has full power and authority to execute, deliver and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of Company and does not require the consent or approval of any third person or entity, including any government agency. This Agreement has been duly executed and delivered by Company, and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes the legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms. The execution, delivery and performance by Company of this Agreement, and the carrying out of the transactions provided for in this Agreement, do not and will not: (a) violate or conflict with any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company; or (b) conflict any violation of, or default under, or give rise to a right of termination, acceleration or modification of any obligation or loss of any benefit under any contract or other instrument to which the Company is a party.

(c) Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.

(d) SEC Reports. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (“US GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by US GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(e) Registration Rights. No Person has any right to cause the Company or any Subsidiary to effect the registration under the Securities Act of any securities of the Company or any Subsidiary.

(f) Private Placement. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to each Purchaser as contemplated hereby.

(g) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(h) Shell Company. As of the date of this Agreement and the Closing Date, since the inception of its alternative protein development technologies in 2019, neither the Company nor any Subsidiary is or has ever been a “shell company” (as defined in Rule 405 of the Securities Act).

(i) Internal Accounting Controls. The Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act will be recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company’s Chief Executive Officer and Vice President of Finance, as the certifying officers, have evaluated about the effectiveness of the disclosure controls and procedures of the Company and the Subsidiaries as of the period covered in the Most Recently Filed Form 20-F. There have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries that are reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries as of the Closing Date.

(j) Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (i) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or, paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company, other than, in the case of clauses (ii) and (iii).

(k) No Disqualification Events. With respect to the Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities Act, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any pro moter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e), and has furnished to each Purchaser a copy of any disclosures provided thereunder.

(l) Accountants. The Company’s accounting firm is as set forth in the SEC Reports. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the registration statement and other Company filings with the Commission and will express its opinion for the fiscal year ending December 31, 2025.

(m) No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or reasonably anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s ability to perform any of its obligations under any of the Transaction Documents.

(n) Broker/Dealer Relationships. Neither the Company nor any Subsidiary or any related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member” (within the meaning set forth in the FINRA Manual).

(o) Emerging Growth Company Status. From the time of the initial filing of the Company’s first registration statement with the Commission through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act.

(p) Foreign Private Issuer. The Company qualifies as a “foreign private issuer” within the meaning of Rule 405 under the Securities Act.

(q) Sarbanes-Oxley. The Company and the Subsidiaries are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended, that are effective as of the date hereof and as of the Closing Date, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date.

(r) Listing and Maintenance Requirements. The Ordinary Shares and ADSs are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Ordinary Shares and/or ADSs under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as disclosed in the SEC Reports, the Company has not, in the twelve (12) months preceding the date hereof, received notice from any Trading Market on which the Ordinary Shares and ADSs are or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company acknowledges and agrees that the representations contained in this Section 3.1 shall not modify, amend or affect each Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any other document or instrument executed and/or delivered in connection with this Agreement or the consummation of the transactions contemplated hereby. Notwithstanding the foregoing, for the avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to locating or borrowing shares in order to effect Short Sales or similar transactions in the future. Except for such matters which are beyond the Company’s control, which the Company is not currently aware of any, to the best of the Company’s knowledge, the Company is, and has no reason to believe that it will not be in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

3.2 Representations and Warranties of the Purchasers. Each Purchaser for itself and for no other Purchaser, hereby represents and warrants as of the date hereof and as of the Closing Date to the Company as follows (unless as of a specific date therein, in which case they shall be accurate as of such date):

(a) Organization; Authority. Such Purchaser is either an individual or is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(b) Understandings or Arrangements. Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). Such Purchaser is acquiring the Securities hereunder in the ordinary course of its business. Such Purchaser understands that the Securities are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law (this representation and warranty not limiting such Purchaser’s right to sell such Securities pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws).

(c) Purchaser Status. At the time such Purchaser was offered the Securities, it was, and as of the date hereof, is: (i) either (a) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (b) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.

(d) Experience of Such Purchaser. Such Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. Such Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

(e) Access to Information. Such Purchaser acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and the SEC Reports and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering of the Securities and the merits and risks of investing in the Securities; (ii) access to information about the Company and its financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

(f) Certain Transactions and Confidentiality. Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing as of the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder and ending immediately prior to the execution hereof. Notwithstanding the foregoing, in the case a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement or to such Purchaser’s representatives, including, without limitation, its officers, directors, partners, legal and other advisors, employees, agents and Affiliates, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

(g) General Solicitation. Such Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement in connection with the offer or sale of the Securities  (within the meaning of Regulation D promulgated under the Securities Act).

ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES

4.1 Transfer Restrictions.

(a) The Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities other than pursuant to an effective registration statement or Rule 144, to the Company or to an Affiliate of a Purchaser or in connection with a pledge as contemplated in Section 4.1(c), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the terms of this Agreement and shall have the rights and obligations of a Purchaser under this Agreement.

(b) Purchaser agrees to the imprinting of a legend on the Securities, so long as required by this Section 4.1, in the following form (in addition to any legend required by applicable state securities or “blue sky” laws):

(c) “[NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE] HAS [NOT] BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS AND ACCORDINGLY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL THAT REGISTRATION OF SUCH SECURITIES [AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY] UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS.” The Purchaser will, after expiration of the restricted period, offer, sell, pledge or otherwise transfer the Securities only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws. Without limiting the foregoing, the Purchaser will not, in connection with its resale of the Securities, make any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. Purchaser agrees that, in connection with its resale of Securities, it will provide to the persons who purchase Securities no information regarding the Company that is not contained in the SEC Filings, the Company’s website, or written materials approved in advance in writing by the Company.

(d) Upon the request of any Purchaser, certificates evidencing the Shares shall not contain any legend (including the legend set forth in Section 4.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information, including under Rule 144(i) if applicable, required under Rule 144 as to such Shares and without volume or manner of sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel, at the expense of the Company, to issue a legal opinion to the transfer agent or each Purchaser promptly if required by the transfer agent to effect the removal of the legend hereunder, or if requested by any Purchaser, respectively. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), the Company will, no later than two (2) Trading Days following the delivery by a Purchaser to the Company or the transfer agent of a certificate representing Shares, issued with a restrictive legend (such date, the “Legend Removal Date”), deliver or cause to be delivered to such Purchaser a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 4. Shares subject to legend removal hereunder shall be transmitted by the transfer agent to a Purchaser by crediting the account of the Purchaser’s prime broker as directed by such Purchaser.

4.2 Furnishing of Information. Until the earliest of the time that no Purchaser owns Securities, the Company covenants to maintain the registration of the ADSs and Ordinary Shares under the applicable section under the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.

4.3  Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities or that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require shareholder approval prior to the closing of such other transaction unless shareholder approval is obtained before the closing of such subsequent transaction.

4.4 Securities Laws Disclosure; Publicity. The Company shall (a) not later than one (1) Business Day following the Closing Date, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) the Company shall file a Report on Form 6-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. From and after the issuance of such report, the Company represents to each Purchaser that it shall have publicly disclosed all material, non-public information delivered to any Purchaser by the Company or any of its Subsidiaries, or any of their respective officers, directors, employees or agents in connection with the transactions contemplated by the Transaction Documents. The Company and each Purchaser shall consult with each other in issuing any other press releases with respect to the transactions contemplated hereby, and neither the Company nor any Purchaser shall issue any such press release nor otherwise make any such public statement without the prior consent of the Company, with respect to any press release of any Purchaser, or without the prior consent of each Purchaser, with respect to any press release of the Company, which consent shall not unreasonably be withheld or delayed, except if such disclosure is required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities laws in connection with the filing of final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide such Purchasers with prior written notice of such disclosure permitted under this clause (b).

4.5 [Reserved].

4.6 [Reserved].

4.7 Shareholder Rights Plan. No claim will be made or enforced by the Company or, with the consent of the Company, any other Person, that any Purchaser is an “Acquiring Person” under any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or similar anti-takeover plan or arrangement in effect or hereafter adopted by the Company, or that any Purchaser could be deemed to trigger the provisions of any such plan or arrangement, by virtue of receiving Securities under the Transaction Documents or under any other agreement between the Company and any Purchaser.

4.8 Non-Public Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, which shall be disclosed pursuant to Section 4.4, the Company covenants and agrees that neither it, nor any other Person acting on its behalf will provide any Purchaser or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material, non-public information, unless prior thereto such Purchaser shall have consented in writing to the receipt of such information and agreed in writing with the Company to keep such information confidential. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company or any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates delivers any material, non-public information to a Purchaser without such Purchaser’s consent, the Company hereby covenants and agrees that such Purchaser shall not have any duty of confidentiality, except as required by laws and regulations (including in accordance with the Company’s Insider Trading Policy, in the case of which such compliance shall last until the Effectiveness Date, as defined below), to the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents, or a duty to the Company or any of its Subsidiaries, or any of their respective officers, directors, employees, affiliates or agents, not to trade on the basis of, such material, non-public information, provided that such Purchaser shall remain subject to applicable law. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiary, the Company shall simultaneously with the delivery of such notice file such notice with the Commission pursuant to a Report on Form 6-K. The Company understands and confirms that each Purchaser shall be relying on the foregoing covenant in effecting transactions in securities of the Company. In the event that as contemplated above, any such Purchaser does receive any such material non-public information, such Purchaser acknowledges and agrees that, by virtue of becoming a shareholder of the Company and/or by reason of receiving or having access to such information, such Purchaser may become privy to material non-public information relating to the Company and its Subsidiaries (if any). Accordingly, each Purchaser hereby severally (and not jointly) undertakes and covenants to the Company that, with effect from the date hereof (or, where applicable, the date on which such Purchaser first receives or gains access to such information), and until the Effectiveness Date (as defined in Section 4.13), it shall: (a) comply, and procure that its directors, officers, employees, agents, and Affiliates (to the extent applicable) comply, in all respects with the Company’s Insider Trading Policy; (b) not, and shall procure that none of its directors, officers, employees, agents or Affiliates shall, directly or indirectly, deal or engage in any transaction involving the purchase or sale of securities of the Company while in possession of material non-public information, or otherwise engage in any conduct in contravention of any applicable laws, rules or regulations relating to insider dealing, market abuse, or the misuse of any such material non-public information; and c) not disclose, divulge, or communicate any such material non-public information to any third party except in accordance with applicable law and the Insider Trading Policy.

4.9 Reservation of Ordinary Shares. As of the date hereof, the Company has reserved and the Company shall continue to reserve and keep available at all times, free of preemptive rights, a sufficient number of Ordinary Shares for the purpose of enabling the Company to deliver Shares at Closing according to this Agreement.

4.10 Equal Treatment of Purchasers. No consideration (including any modification of any Transaction Document) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of the Transaction Documents unless the same consideration is also offered to all of the parties to the Transaction Documents. For clarification purposes, this provision constitutes a separate right granted to each Purchaser by the Company and negotiated separately by each Purchaser, and is intended for the Company to treat the Purchasers as a class and shall not in any way be construed as the Purchasers acting in concert or as a group with respect to the purchase, disposition or voting of the ADSs, the Shares or otherwise

4.11 The Company shall use all of the proceeds from the sale of the Securities to provide funding to Twine pursuant to the Twine CLA on the Closing Date.

4.12 Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D and to provide a copy thereof, promptly upon request of any Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for sale to each Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, if necessary, and shall provide evidence of such actions promptly upon request of any Purchaser.

4.13 Registration Statement. As soon as practicable (and in any event within 90 calendar days of this Agreement), the Company shall file a registration statement on Form F-1 providing for the resale by the Purchaser of the underlying Securities. The Company shall use commercially reasonable efforts to cause such registration statement to become effective within three Trading Days after the Company or its counsel has been advised that the staff of the Commission has “no review” or no further comments and to keep such registration statement effective at all times until the Purchaser no longer owns any Securities. The Purchaser shall notify the Company promptly, but in any case within 14 days, once it no longer owns any Securities. In any event under this Section 4.13, the effectiveness date (i.e., the date on which the SEC declares the registration statement covering the resale of the Purchaser’s Securities effective) shall be no later than August 31, 2025, (the “Effectiveness Date”). In the event that the registration statement is not (i) filed by the aforesaid deadlines, then, in addition to any other rights the Purchaser may have hereunder or under applicable law, on the applicable deadline, and on each monthly anniversary of such deadline until the registration statement is filed, the Company shall pay to the Purchaser an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate market value of the Securities. If the Company fails to pay any partial liquidated damages pursuant to this Section 4.13 in full within seven days after the date payable, the Company will pay interest thereon at a rate of 15% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchaser, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the registration statement being filed.

Notwithstanding the aforementioned in this Section 4.13, if the Company completes its acquisition of the full ownership of Twine before the Effectiveness Date, the Company shall be entitled to postpone the Effectiveness Date by up to additional 60 days.

MISCELLANEOUS

4.14 Termination.  It is hereby clarified and agreed by the Parties that, in the event that any of the closing conditions contained in Section 2.3 hereinabove, does not occur by June 9, 2025, unless such condition was waived by majority of the Purchasers or is under the control of the Company (the “Termination Date”), then the issuance of the Shares will be canceled and the Purchasers will have no claim of any kind or nature against the Company and its respective successors, assigns, directors, officers and employees in connection therewith.

4.15 Fees and Expenses. Except as expressly set forth in the Transaction Documents to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement. The Company shall pay all Depositary fees (including, without limitation, any fees required for same-day processing of any instruction letter delivered by the Company and any exercise notice delivered by a Purchaser), stamp taxes and other taxes and duties levied in connection with the delivery of any Securities to each Purchaser and shall reimburse each Purchaser for any fees charged to Purchaser by the Depositary in connection with holding the ADSs.

4.16 Entire Agreement. The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.

4.17 Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (New York City time) on a Trading Day, (b) the next Trading Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (c) the second (2nd) Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set forth on the signature pages attached hereto. To the extent that any notice provided pursuant to any Transaction Document constitutes, or contains, material, non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a report on Form 6-K.

4.18 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and Gefen or, in the case of a waiver, by the party against whom enforcement of any such waived provision is sought; provided, that if any amendment, modification or waiver disproportionately and adversely impacts a Purchaser (or group of Purchasers), the consent of at least 50.1% in interest of such disproportionately impacted Purchaser (or group of Purchasers) shall also be required. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such right.

4.19 Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.

4.20 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of each Purchaser (other than by merger). Any Purchaser may assign any or all of its rights under this Agreement to any Person to whom such Purchaser assigns or transfers any ADSs, provided that such transferee agrees in writing to be bound, with respect to the transferred ADSs, by the provisions of the Transaction Documents that apply to the Purchaser.

4.21 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth herein.

4.22 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of Israel, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the courts sitting in the City of Tel Aviv. Each party hereby irrevocably submits to the exclusive jurisdiction of the courts sitting in the City of Tel Aviv, Israel for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

4.23 Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Securities for the applicable statute of limitations. 

4.24 Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.

4.25 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

4.26 Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

4.27 Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each and every reference to ADS and share prices and ADSs and Ordinary Shares in any Transaction Document shall be subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the ADSs and Ordinary Shares that occur after the date of this Agreement.

(Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOR PURCHASER FOLLOWS]

[PURCHASER SIGNATURE PAGES TO STEAKHOLDER FOODS LTD SECURITIES PURCHASE AGREEMENT]

IN WITNESS WHEREOF, the undersigned have caused this Securities Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

Name of Purchaser: Gefen Capital Investments, LP.

Signature of Authorized Signatory of Purchaser: /s/ Limor Ganot

Name of Authorized Signatory: Limor Ganot

Title of Authorized Signatory: Partner

Email Address of Authorized Signatory:_______________________________________

Address for Notice to Purchaser: _______________________________________

Address for Delivery of Securities to the Purchaser (if not same address for notice):

Subscription Amount: $870,000.00

Exhibit 10.2

Convertible Loan Agreement

This Convertible Loan Agreement (the “Financing Agreement”) is entered into as of June 5, 2025 by and among Steakholder Foods Ltd., a Company incorporated under the laws of the State of Israel (the “Company”) and D.B.W. Holdings (2005) Ltd. (“Lender”).

WHEREAS; the Company is a public company whose securities are listed for trading on the Nasdaq Capital Market (the “Nasdaq”); and

WHEREAS; the Company is contemplating the grant of a convertible loan in the principal amount of US$1,740,000 to Twine Solutions Ltd. (the “Twine CLA” and “Twine”, respectively) and is also contemplating a transaction whereby it will acquire the entire outstanding share capital of Twine, subject to certain conditions and approvals (the “Acquisition Transaction”); and

WHEREAS; prior to the consummation of such loan to Twine, the Company requires an infusion of funds; and

WHEREAS; in addition to the financing pursuant to this Financing Agreement, the Company is contemplating raising an additional amount of US$870,000 through an equity investment (the “Additional Financing”); and

WHEREAS; Lender agrees to provide the Company with a convertible loan towards a completion of the Twine CLA on the terms and conditions set forth in this Financing Agreement;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

The closing of the funding of the Principal Amount (the “Closing”) shall take place no later than June 9, 2025, or at such other date approved in writing by the Company and Lender, subject to the Conditions to Closing set forth in Section 4 below (the “Closing Date”).

The obligation of the Company and the Lender to consummate the Closing is subject to the satisfaction, at or prior to the applicable Closing Date, of each of the following conditions, which conditions shall be deemed to be satisfied simultaneously and no condition shall be deemed to have been completed or any document delivered until all such conditions have been completed and all required documents delivered (unless otherwise waived by the Company and the Lender):

In this Financing Agreement, the term “Conversion Shares” means American Depository Shares issued pursuant to the Deposit Agreement, dated March 16, 2021, among the Company, the Bank of New York Mellon as depositary and owners and holders of American Depository Shares, each representing five hundred ordinary shares of the Company (the “ADSs”) identical to the ADS’s registered on the Closing Date for trading on Nasdaq, or any other securities into which such ADS’s have been converted into or exchanged for prior to the Conversion Date (as defined below).

Automatic Conversion upon Closing of Acquisition Transaction.

The number and kind of Conversion Shares and the Conversion Price shall be subject to adjustment from time to time as follows:

The conversion or repayment of the outstanding Loan Amount, as applicable, pursuant to the terms of this Financing Agreement shall constitute payment in full of such amount for purposes of this Financing Agreement.

Notwithstanding anything to the contrary herein, unless waived or otherwise directed in writing by the Lender, if the Loan Amount has not been converted, or otherwise repaid prior to the occurrence of an Event of Default (as defined below), the outstanding Loan Amount will, immediately and without notice, become due and payable in cash upon the occurrence of the earlier of the following events (each, an “Event of Default”):

The Company shall notify the Lender in writing upon becoming aware of the occurrence of any Event of Default and will set forth the details of such Event of Default.

Upon an Event of Default, the Lender shall have all remedies and rights available under this Financing Agreement and any law and equity.

Lender agrees to the imprinting of a legend on the Conversion Shares, so long as required by this Section 10.1, in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURIES ACT OF 1933, AS AMENDED (THE “ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE HOLDER, IF NOT A U.S. PERSON: (1) REPRESENTS THAT IT IS NOT A U.S. PERSON AND IS ACQUIRING THESE SHARES IN AN OFFSHORE TRANSACTION; (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THESE SHARES EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (C) INSIDE THE UNITED STATES, TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE ACT, (D) INSIDE THE UNITED STATES, TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE COMPANY A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THESE SHARES IN THE FORM SATISFACTORY TO THE COMPANY (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE COMPANY), (E) OUTSIDE THE UNITED STATES, IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULES 904 AND 905 UNDER THE ACT, OR (F) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE ACT (IF AVAILABLE); AND (3) AGREES THAT IT WILL GIVE EACH PERSON TO WHOM THESE SHARES ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THESE SHARES PURSUANT TO CLAUSES (2)(C), (D), (E) OR (F) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS, OR OTHER INFORMATION AS THE COMPANY MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE ACT. AS USED HEREIN, THE TERMS ‘OFFSHORE TRANSACTION’, ‘UNITED STATES’, AND ‘U.S. PERSON’ HAVE THE MEANING GIVEN TO THEM BY REGULATION S UNDER THE ACT.

(a) The Lender will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Conversion Shares only pursuant to registration under the Securities Act or an available exemption therefrom and in accordance with all applicable state and foreign securities laws. Without limiting the foregoing, the Lender will not, in connection with its resale of the Conversion Shares, make any untrue statement of a material fact or omit to state any material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. The Lender agrees that, in connection with its resale of the Conversion Shares, it will provide to the persons who purchase Conversion Shares no information regarding the Company that is not contained in the Commission filings, the Company’s website, or written materials approved in advance in writing by the Company.

(b) Upon the request of the Lender, certificates evidencing the Conversion Shares shall not contain any legend (including the legend set forth in Section 10.1(b) hereof): (i) while a registration statement covering the resale of such security is effective under the Securities Act, (ii) following any sale of such Conversion Shares pursuant to Rule 144, (iii) if such Conversion Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information, including under Rule 144(i) if applicable, required under Rule 144 as to such Conversion Shares and without volume or manner of sale restrictions, or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Commission). The Company shall cause its counsel, at the expense of the Company, to issue a legal opinion to the transfer agent or the Lender promptly if required by the transfer agent to effect the removal of the legend hereunder, or if requested by the Lender, respectively. The Company agrees that following such time as such legend is no longer required under this Section 4.1(c), the Company will, no later than two (2) trading days following the delivery by a Lender to the Company or the transfer agent of a certificate representing Conversion Shares, issued with a restrictive legend, deliver or cause to be delivered to such Lender a certificate representing such shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to the transfer agent that enlarge the restrictions on transfer set forth in this Section 10. Shares subject to legend removal hereunder shall be transmitted by the transfer agent to the Lender by crediting the account of the Lender’s prime broker as directed by such Lender.

The Company represents and warrants to the Lender as of the date hereof and as of the Closing as follows, and acknowledges that the Lender is entering into this Financing Agreement in reliance upon such representations and warranties:

Notwithstanding the aforementioned in this Section 11.14, if the Company completes the Acquisition Transaction before the Effectiveness Date, the Company shall be entitled to postpone the Effectiveness date by up to additional 60 days.

Lender represents and warrants to the Company as follows, and acknowledges that the Company is entering into this Financing Agreement on such representations and warranties:

If to Lender - at Lender’s principal office at:

If to the Company - at Company’s principal office at: 5 David Fikes St., Rehovot Israel

PO Box 4061, Ness Ziona Israel 7414001

Email:

(or at such other address as a party may designate by notice to the other parties). Notice sent pursuant to or required by this Financing Agreement shall be deemed given (i) in the case of personal delivery, on the date of such delivery or refusal to receive, (ii) in the case of e-mail, with confirmation of receipt, (iii) in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified or registered mail, postage prepaid, return receipt requested, on the fifth business day following such mailing.

[Signatures to Follow]

IN WITNESS WHEREOF, each of the parties have caused this Convertible Loan Agreement to be executed as of the day and year first written above.

(Signature Page to Convertible Loan Agreement June 2025)

Exhibit 10.3

Convertible Loan Agreement

This Convertible Loan Agreement (the “Financing Agreement”) is entered into as of June 5, 2025 by and among Steakholder Foods Ltd., a Company incorporated under the laws of the State of Israel (the “Lender”) and Twine Solutions Ltd. (the “Company”).

WHEREAS; Lender is a public company whose securities are listed for trading on the Nasdaq Capital Market; and

WHEREAS; on or about the date hereof Lender has entered into a convertible loan agreement (the “Convertible Loan”) and an equity investment agreement with certain third parties whereby it will raise an aggregate amount of US$1,740,000 (the “Financing Amount”); and

WHEREAS; Lender is also contemplating a transaction whereby it will acquire the entire outstanding share capital of the Company, subject to certain conditions and approvals (the “Acquisition Transaction”); and

WHEREAS; subject to raising the Financing Amount, Lender agrees to provide the Company with a convertible loan on the terms and conditions set forth in this Financing Agreement;

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

The closing of the funding of the Principal Amount (the “Closing”) shall take place no later than June 10, 2025, or at such other date approved in writing by the Company and Lender, subject to the Conditions to Closing set forth in Section 4 below (the “Closing Date”).

The obligation of the Company and the Lender to consummate the Closing is subject to the satisfaction, at or prior to the applicable Closing Date, of each of the following conditions, which conditions shall be deemed to be satisfied simultaneously and no condition shall be deemed to have been completed or any document delivered until all such conditions have been completed and all required documents delivered (unless otherwise waived by the Company and the Lender):

Other than upon the occurrence of an Event of Default pursuant to Section 9 below, no portion of the Loan Amount may be repaid by the Company prior to the Maturity Date without the prior written consent of the Lender.

In this Financing Agreement, the term “Conversion Shares” means Series BB Preferred Shares of the Company, or any other securities into which such Series BB Preferred Shares have been converted or exchanged for prior to the Conversion Date (as defined below).

Closing of Acquisition Transaction.

The conversion or repayment of the outstanding Loan Amount, as applicable, pursuant to the terms of this Financing Agreement shall constitute payment in full of su ch amount for purposes of this Financing Agreement.

Notwithstanding anything to the contrary herein, unless waived or otherwise directed in writing by the Lender, if the Loan Amount has not been converted, or otherwise repaid prior to the occurrence of an Event of Default (as defined below), the outstanding Loan Amount will, immediately and without notice, become due and payable in cash upon the occurrence of the earlier of the following events (each, an “Event of Default”):

The Company shall notify the Lender in writing upon becoming aware of the occurrence of any Event of Default and will set forth the details of such Event of Default.

Upon an Event of Default, the Lender shall have all remedies and rights available under this Financing Agreement and any law and equity.

The Company represents and warrants to the Lender as of the date hereof and as of the Closing as follows, and acknowledges that the Lender is entering into this Financing Agreement in reliance upon such representations and warranties:

Lender represents and warrants to the Company as follows, and acknowledges that the Company is entering into this Financing Agreement on such representations and warranties:

If to Lender - at Lender’s principal office at:

5 David Fikes St., Rehovot Israel

PO Box 4061, Ness Ziona Israel 7414001

Email:

If to the Company - at Company’s principal office at:

attention:

Email:

with a copy to:

(such copy does not constitute notice)

(or at such other address as a party may designate by notice to the other parties). Notice sent pursuant to or required by this Financing Agreement shall be deemed given (i) in the case of personal delivery, on the date of such delivery or refusal to receive, (ii) in the case of e-mail, with confirmation of receipt, (iii) in the case of overnight air courier, on the next business day following the day sent, with receipt confirmed by the courier; and (iv) in the case of mailing by first class certified or registered mail, postage prepaid, return receipt requested, on the fifth business day following such mailing.

[Signatures to Follow]

IN WITNESS WHEREOF, each of the parties have caused this Convertible Loan Agreement to be executed as of the day and year first written above.

Exhibit 99.1

Steakholder Foods Announces Signing of Investment and Convertible Loan Agreements, and Memorandum of Understanding for Proposed Transformative Acquisition of Twine Solutions

Twine Shareholders Investing into Steakholder at $7 per ADS; More than 200% Premium Above Current ADS Price

Strategic Acquisition Would Position Combined Company As Pioneering Force Across Food Tech and Textile Industries, Building Digital Printing and Dyeing Technology Powerhouse

Since its foundation, Twine has installed more than 30 systems at leading brands, dye houses and textile fulfillers

Rehovot, Israel, June 11, 2025 (GLOBE NEWSWIRE) – Steakholder Foods Ltd. (Nasdaq: STKH), a leading innovator in alternative proteins and 3D printing technologies, today announced that it has signed both a non-binding MoU to acquire Twine Solutions Ltd., a transformative force in thread and yarn digital dyeing manufacturing, and binding investment and convertible loan agreements. As per the agreements, Twine’s shareholders are investing and providing a convertible loan in an aggregate amount of $1.74 million in Steakholder Foods at investment/conversion prices per ADS of $7.00, a 200% premium above Steakholder’s last closing price. Steakholder will use these proceeds to provide its own loan to Twine Solutions, convertible into Twine’s senior share class, to accelerate Twine’s commercial expansion. The parties will then negotiate the acquisition of Twine by Steakholder through an exchange of shares and warrants, creating a unified entity with unprecedented technological capabilities.

The investment is being led by Gefen Capital, a U.S.-Israeli investment fund that targets high-potential Israeli startups with disruptive technologies. Gefen’s U.S. and Israeli principals offer operational experience in building and managing companies and have a proven track record in creating value. Gefen Capital is a unique fund with a strong “A-Team” of U.S. investors. Partners include David Wiessman and Sheldon “Shelly” Stein. Mr. Wiessman, an entrepreneur and philanthropist who owns numerous businesses in Israel and the U.S., including Sonol, one of the leading oil companies and convenience store operators in Israel. Mr. Wiessman was previously the President & CEO of Alon USA Energy, a retail and oil conglomerate that under his leadership merged with Delek US to form a $2.8 billion company traded on the NYSE.

Mr. Stein is the CEO of Glazers Beer & Beverage, one of the largest beer distributors in the U.S., the former President of Southern Glazer’s Wine and Spirits, the largest distributor of wine and spirits in the U.S., and previously a Vice Chairman and head of Southwest Investment Banking for Bank of America Merrill Lynch. Before that, Mr. Stein ran Bear Stearns’ Southwest Investment Banking Group and was a member of Bear Stearns’ President Advisory Council.

Twine is revolutionizing the $120 billion textile thread and yarn industry through its proprietary digital dyeing textile technology. By transforming the supply chain paradigm to on-demand dyeing solutions, Twine is generating significant economic change and positive ecological impact. Twine has secured approximately $80 million in funding and established strategic partnerships with global giants including Zara and COATS Group. The proposed combination of Twine and Steakholder would create a global digital technology powerhouse with the capability to revolutionize multiple industries including food, automotive and fashion through advanced manufacturing solutions.

The acquisition would combine two transformative platforms: Steakholder’s pioneering 3D food printing technology and Twine’s revolutionary digital manufacturing systems. Twine’s impressive technological achievements include developing the world’s first digital thread and yarn dyeing system that uses a waterless process, protected by 10 granted and pending patents. Twine’s innovative solution empowers businesses to bring their thread dyeing processes in-house, dramatically reducing time to market while enabling unprecedented customization for sewing, knitting, and embroidery applications. Together, the companies would explore commercial applications across a range of industries, with an eye on speed, personalization, sustainability, and scale.

The investment and convertible loans have been completed, while the acquisition remains subject to final due diligence, definitive agreements, approval by Steakholder shareholders at a general meeting and customary closing conditions.

Arik Kaufman, Chief Executive Officer of Steakholder Foods, commented,

“A leading investment firm, Gefen Capital, invested in Steakholder at $7 per ADS — a 200% premium to our current ADS price — underscoring the belief in the long-term value this potential acquisition represents. In challenging times, bold, out-of-the-box consolidation efforts such as this one can unlock transformative value and serve as a model for future synergies. Twine brings not only a powerful IP portfolio and breakthrough technology, but also an active customer base that includes globally recognized brands, along with strong commercial momentum and growth potential. This strategic combination could mark a defining moment in digital manufacturing, positioning us to lead across multiple industries with sustainable, scalable innovation.”

Shelly Stein, a Partner at Gefen Capital, which is a controlling shareholder of Twine, added, “Gefen Capital is a believer and investor in technologies that transform traditional industries and challenge old perceptions to adapt to the changing pace of life and the needs of industries and people, both now and in the future. We believe that the two companies can create significant leverage of their joint capabilities, helping unlock their full potential together.”

Allon Maoz, Chief Executive Officer of Twine, commented, “We are thrilled to join forces with Steakholder Foods. At Twine, we are committed to driving innovation in every thread that we touch – empowering our customers to scale efficiently while transforming their operations and markets. Partnering with a visionary and innovative company like Steakholder Foods — who share our values of circularity, efficiency, and responsible production — is a natural fit. Together, we are aiming to set a new standard for how technology and sustainability can intersect to shape a better future.”

About Steakholder Foods

Steakholder Foods is at the forefront of transforming the alternative protein industries through its advanced technology. Founded in 2019, Steakholder Foods specializes in developing and selling 3D-printing production machines, supported by proprietary premix blends, formulated from the highest-quality raw ingredients. These innovative tools are designed to help manufacturers of all sizes efficiently produce foods that meet and exceed consumer expectations for taste, texture, and appearance and offer a safe and sustainable alternative to industrialized meat and seafood production.

Steakholder Foods’ expertise in creating alternative proteins products that replicate the complex textures of traditional meats such as beef steaks, white fish, shrimp, and eel. The company is also exploring the integration of cultivated cells, preparing for future advancements in food technology.

About Twine Solutions

Founded in 2015, Twine is disrupting the textile industry with its proprietary waterless thread and yarn dyeing technology. By eliminating the need for traditional dye baths and cumbersome supply chain, Twine’s systems enable on-demand, sustainable color application directly at the point of production— accelerating time-to-market, saving water and reducing waste. Serving leading fashion, apparel, accessories and home décor brands, Twine empowers manufacturers to meet both operational and environmental goals without compromising on color quality or performance. With cutting-edge solutions like the TwineX series, Twine is paving the way for a smarter and more efficient future in textile production.

Forward-Looking Statements

This press release contains forward-looking statements concerning Steakholder Foods’ and Twine’s businesses, operations and financial performance and condition as well as plans, objectives, and expectations for Steakholder Foods’ and Twine’s business operations and financial performance and condition and the plans, objectives, and expectations of the business operations and financial performance and condition of the combined entity. In addition, forward-looking statements in this press release include the completion of final due diligence, the execution of definitive agreements, approval by Steakholder shareholders at a general meeting and the satisfaction of customary closing conditions. Any statements that are not historical facts may be deemed to be forward-looking statements. Forward-looking statements reflect Steakholder Foods’ current views with respect to future events and are based on assumptions and subject to known and unknown risks and uncertainties, which change overtime, and other factors that may cause Steakholder Foods’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and are typically identified with words such as “may,” “could,” “should,” “will,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “aim,” “intend,” “plan” or words or phases of similar meaning and include, without limitation, Steakholder Foods’ expectations regarding the success of the technologies which it is developing, which may require significant additional work before Steakholder Foods can potentially launch commercial sales; Steakholder Foods’ research and development activities associated with printing technologies, including three-dimensional food printing, which involves a lengthy and complex process; Steakholder Foods’ ability to obtain and enforce its intellectual property rights and to operate its business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties; and other risks and uncertainties, including those identified in Steakholder Foods’ Annual Report on Form 20-F for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission on March 31, 2025.  New risks and uncertainties may emerge from time to time, and it is not possible for Steakholder Foods to predict their occurrence or how they will affect Steakholder Foods. If one or more of the factors affecting Steakholder Foods’ forward-looking information and statements proves incorrect, then Steakholder Foods’ actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this press release. Therefore, Steakholder Foods cautions you not to place undue reliance on its forward-looking information and statements. Steakholder Foods disclaims any duty to revise or update the forward-looking statements, whether written or oral, to reflect actual results or changes in the factors affecting the forward-looking statements, except as specifically required by law. 

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Investor Contacts:

Steakholder Foods Ltd.

J‍ohn Mills, Managing Partner, ICR

John.Mills@icrinc.com

646-277-1254

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