Exhibit 10.6


 


Addendum of Unprotected Lease Agreement dated June 16, 2006


 


Drawn
up and signed on the [handwritten: 5th] day of the month of September 2016


 


	Between:	Ayalot
                                            Investments (Ramat Vered) 1994 Ltd Company No. 512022401

    Of
    7 Jabotinsky St., Ramat Gan

    (Hereinafter:
    “the Lessor”)

     

    Of
    the first part;

	 	 
	And
    between: 	SciVac
                                            Ltd Company No. 513679555

    13
    Gad Rd. Rehovot

    PO
    Box 580, 7610303

    (Hereinafter:
    “the Lessee”)

     

    Of
    the second part;



 


	Whereas:	The
    Lessee in its previous name, SciGen (IL) Ltd and the entity that preceded the Lessor, Africa Israel Properties Ltd, Ayalot Investments
    (Ramat Vered) 1994 Ltd and Sharda Ltd (hereinafter collectively: “the First Lessor”) signed a lease agreement
    including all appendixes thereof on June 16, 2006 with relation to the leased premises situated in the Rehovot Park in block 3649,
    part of parcels 8-9 (hereinafter: “the Park”) (the Lease Agreement including all Appendixes thereof shall be referred
    hereinafter: “the Lease Agreement”); 
	 	 
	And
    whereas:	From
    time to time the Lessee signed addenda for the lease of additional areas in the Park and the extension of the lease in the said areas
    (the Lease Agreement, Appendixes thereof and all addenda signed in connection therewith shall be referred hereinafter: “the
    Primary Agreement”). 


 






    	 



    	 	2	 



    

 


	And
    whereas:	The
    Lessor purchased from the said First Lessor the rights in the Park and stepped in and took over the First Lessor for all intents
    and purposes and became the full right holder in the Park and shall solely constitute “the Lessor” in the Lease Agreement
    for all intents and purposes; 
	 	 
	And
    whereas:	At
    the time of signing this Addendum the total areas that the Lessee leases from the Lessor are the following areas: an area of 1,718sqm
    gross in floor B of the Building known as Stage C, an area of 404sqm gross in floor B of the Building known as Stage C, an area of
    420sqm gross and an area of 134sqm gross in floor B of the Building known as Stage A, an additional area of 420sqm gross in floor
    B of the Building known as Stage A (for the sake of convenience all the areas specified above shall be referred hereinafter collectively:
    “the Leased Premises”), without derogating from the said in section 2 of Appendix A of the Lease Agreement; 
	 	 
	And
    whereas:	At
    the time of signing this Addendum the Lessee already uses a floor protected space area of approximately 35sqm gross in the Building
    known as stage C of the Park in the interim floor between floors 2 and 3 of the west wing (hereinafter: “Authorized Area”);
    
	 	 
	And
    whereas:	The
    Lessee wishes to lease an additional area of 490sqm gross that is situated in floor B of Stage B and that is highlighted in red in
    the blueprint enclosed with this Addendum as Appendix A (hereinafter: “Additional Leased Premises”)
    and use 8 parking spaces that are highlighted in color in the blueprint enclosed with this Addendum as Appendix A1
    (hereinafter: “the Parking Spaces”) and the Lessor agreed to lease to the Lessee the said area in accordance with
    the provisions set forth in this Addendum hereunder; 


 


Therefore,
it is Declared, Stipulated and Agreed between the Parties as Follows:


 


		1.	The
                                            preamble to this Addendum and Appendixes thereof shall be deemed an integral part thereof.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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		2.	The
                                            headings of the sections in this Addendum will serve for the purpose of orientation and convenience
                                            only, and will not serve for the purpose of interpreting the Addendum.



 


		3.	The
                                            said in this Addendum shall amend and modify the Primary Agreement solely in sections and/or
                                            provisions that are amended and/or added in this Addendum. The sections that are amended
                                            and/or added shall supersede the said in the Primary Agreement. The other terms of the Primary
                                            Agreement shall fully apply and shall remain intact in respect of the lease of the Additional
                                            Leased Premises.



 


Declarations
of the parties 


 


		4.	The
                                            Lessee declares that it is familiar with the Park, the Building and the Additional Leased
                                            Premises and that it inspected them, their surroundings, their physical and legal condition
                                            and the plans and the licenses in connection therewith, their zoning classification and any
                                            other matter that might have an effect on its engagement in this Addendum and found all compatible
                                            with its requirements and specifications in every respect. Subject to the delivery of the
                                            Additional Leased Premises to the Lessee in their condition as stated in section 15 hereunder
                                            and subject to the veracity of the declarations of the Lessor in section 5 hereunder, the
                                            Lessee hereby waives any allegation, right and claim relating to the Additional Leased Premises,
                                            the options of use thereof and its engagement in this Addendum except for allegations regarding
                                            latent failures and/or defects, to the extent that these are detected, and that the Lessee
                                            could not have detected on the Delivery Date by conducting a professional inspection and
                                            except for a latent failure and/or defect that were known to the Lessor and that the Lessor
                                            did not disclose to the Lessee.



 


		5.	The
                                            Lessor declares that the Additional Leased Premises are built in accordance with construction
                                            permits issued by law and that Form 4 (Certificate of Occupancy) was issued in respect whereof
                                            and that to the best of its knowledge there is no statutory and/or contractual preclusion
                                            preventing the engagement of the Lessor in this Addendum.



 


Delivery
of the Additional Leased Premises


 


		6.	The
                                            date of delivery of possession in the Additional Leased Premises shall be November 1, 2016
                                            (hereinafter: “Delivery Date”).



 


The
Lessee is aware that at the time of signing this Addendum another lessee, Hi-tech Integrated systems Ltd (hereinafter: “Other
Lessee”) holds the Additional Leased Premises.


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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Therefore,
the parties agree that the Delivery Date shall occur on the condition that until October 10, 2016 the Other Lessee vacates the Additional
Leased Premises. To the extent that there is a delay in the evacuation of the Additional Leased Premises by the Other Lessee the Delivery
Date and the other dates specified in this Addendum shall be delayed respectively and the Lessee shall raise no demands and/or claims
and/or allegations towards the Lessor due to the delay of the Delivery Date as aforesaid.


 


To
the extent that the Delivery Date is delayed by more than 6 months (that is to say, beyond May 1, 2017) as a result of a delay in vacating
the Additional Leased Premises by the Other Lessee, the Lessee shall be entitled, at any time, to notify the Lessor regarding its wish
to cancel the provisions set forth in this Addendum solely with respect to the Additional Leased Premises (in such manner that the provisions
set forth in this Addendum pertaining to the Parking Spaces shall be in effect, mutatis mutandis) and in such circumstances as
aforesaid, the Lessor shall raise no demands and/or claims and/or allegations towards the Lessee.


 


In
addition, in circumstances of a delay of the Delivery Date, the Lessor undertakes to deliver a 21 days’ prior and written notice
before the Delivery Date.


 


		7.	By
                                            receiving the Additional Leased Premises to its possession on the Delivery Date and subject
                                            to the said in the delivery protocol that is signed between the parties at the time of delivery
                                            of possession, the Lessee confirms the receipt of the Additional Leased Premises to its satisfaction
                                            and in accordance with the provisions set forth in this Addendum and the Lease Agreement
                                            and waives any allegations regarding a defect and/or lack of conformity in connection therewith
                                            in accordance with the provisions set forth in section 4 above and subject to the declarations
                                            of the Lessor in section 5 above.



 


		8.	As
                                            of the Delivery Date of the Additional Leased Premises the Lessee shall incur any payment
                                            applicable to a lessee in the property including electricity, water, municipal taxes and
                                            any other payment applicable to the Lessee in the Additional Leased Premises in accordance
                                            with the Lease Agreement.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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Term
of Lease in the Additional Leased Premises and extension of the Term of Lease in the Leased Premises and in the Authorized Area 


 


		9.	The
                                            Term of Lease in the Additional Leased Premises shall take effect on the Delivery Date within
                                            its meaning above and shall expire on January 31, 2022 (hereinafter: “Term of Lease
                                            in the Additional Leased Premises”).



 


		10.	Subject
                                            to the fulfillment of all the cumulative conditions specified hereunder the Lessee is hereby
                                            granted the option (hereinafter: “the Option”) to extend the Term of Lease
                                            in the Additional Leased Premises for a term of lease of 60 months as of expiration of the
                                            Term of Lease in the Additional Leased Premises, that is to say, as of February 1, 2022 and
                                            until January 31, 2027 (hereinafter: “Additional Term of Lease in the Additional
                                            Leased Premises”):



 


		10.1.	The
                                            Option shall take effect automatically unless the Lessee delivered written notice to the
                                            Lessor 180 days in advance prior to expiration of the Term of Lease in the Additional Leased
                                            Premises stating that it does not exercise the option for the extension of the Term of Lease.



 


		10.2.	The
                                            Lessee did not commit a fundamental breach or a repeated breach of the Primary Agreement
                                            and this Addendum during the entire Term of Lease in the Additional Leased Premises.



 


		11.	It
                                            is agreed that to the extent that the Lessee wishes to shorten the Term of Lease or its Additional
                                            Term of Lease in the Additional Leased Premises and bring a substitute lessee this shall
                                            be done subject to obtaining the prior and written approval of the Lessor regarding the identity
                                            of the substitute lessee and on the condition that at the time the Lessee does not owe any
                                            debt to the Lessor, the Management Company or any other authority and on the condition that
                                            the Lessor and the substitute lessee sign a lease agreement whose conditions shall not fall
                                            below the conditions set forth in this Agreement that was signed between the Lessor and the
                                            Lessee and that the substitute lessee shall provide to the Lessor securities as requested
                                            by the Lessor at its discretion and taking into account the financial strength and identity
                                            of the substitute lessee and on the condition that the Lessor and the lessee sign an agreement
                                            for shortening its term of lease in the Additional Leased Premises and that the Lessor, the
                                            Lessee and the substitute lessee sign a tripartite agreement in the customary form in the
                                            Lessor at the time. The Lessor shall not unreasonably withhold its approval of the identity
                                            of the substitute lessee. Without derogating from the aforesaid, it is clarified that the
                                            refusal of the Lessor due to the lack of conformity of the substitute lessee that is proposed
                                            due to issues that are related to its reputation and/or reliability and/or financial strength
                                            and/or its lack of conformity to the mixture of businesses in the Park shall be deemed as
                                            reasonable reasons.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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		12.	In
                                            addition, it is agreed that the Lessee shall be entitled to allow a sublessee on its behalf
                                            (hereinafter: “Sublessee”) to use parts or the entire area of the Additional
                                            Leased Premises. The foregoing shall apply on the condition that the Lessor grants its prior
                                            and written approval of the Sublessee and shall not unreasonably withhold the said approval.
                                            It is clarified that the refusal of the Lessor to approve the Sublessee for reasons that
                                            are related to the reputation and/or the financial strength of the Sublessee and/or the lack
                                            of conformity of the Sublessee to the business mixture in the Park shall be deemed as reasonable
                                            reasons. In case the identity of the Sublessee is approved then subject to the foregoing
                                            and without derogating from the undertakings of the Lessee in accordance with the Primary
                                            Agreement and this Addendum, the Sublessee shall assume all the obligations and undertakings
                                            of the Lessee in accordance with this Addendum and in accordance with the Primary Agreement.
                                            For the avoidance of doubt, the Lessor shall not be charged for any cost and/or expense and/or
                                            liability in connection with the use of the Sublessee of the Additional Leased Premises including
                                            with respect to interior adjustments in the Additional Leased Premises for the purposes of
                                            the Sublessee. It is emphasized expressly that the lease of the Sublessee as aforesaid shall
                                            be made and shall be realized solely with the signature of the Lessor, the Lessee and the
                                            Sublessee on an addendum of the Agreement that establishes the sublease in the customary
                                            form in the Lessor and that shall entitle the Lessee a status of an “authorized person”
                                            towards the Lessor and subject to fulfillment of its conditions.



 


Rent
in the Additional Leased Premises 


 


		13.	During
                                            the Term of Lease in the Additional Leased Premises the monthly rent in the Additional Leased
                                            Premises shall be in the amount of NIS 30 in addition to statutory VAT for each 1sqm gross
                                            of the area of the Additional Leased Premises, linked to the index of June 2016 that was
                                            published on July 15, 2016 and that was 535.3583 points.



 


		14.	The
                                            monthly rent during the Additional Term of Lease in the Additional Leased Premises shall
                                            be according to their rate in the last month of the Term of Lease in the Additional Leased
                                            Premises (including linkage differentials) and with additional 10% thereof in the beginning
                                            of the period.



 


		15.	Maintenance
                                            fees per month for the Additional Leased Premises during the terms of lease in the Additional
                                            Leased Premises shall be in an amount equal to Cost + 15% for each 1sqm of the area
                                            of the Additional Leased Premises, gross in addition to VAT. Solely as indication, the Lessee
                                            is aware that as of the date of signing this Addendum the maintenance fees are in the amount
                                            of NIS 4.80 for each 1sqm gross of the area of the Additional Leased Premises per month in
                                            addition to statutory VAT, linked to the index set forth in section 13 above (hereinafter:
                                            “Maintenance Fees”).



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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		16.	All
                                            the provisions set forth in the Lease Agreement with relation to the rent, to the extent
                                            that they are not in contradiction to the said in this Addendum, shall also apply with relation
                                            to the rent paid in respect of the Additional Leased Premises in accordance with this Addendum.



 


Adjustment
Works in the Additional Leased Premises 


 


		17.	The
                                            Additional Leased Premises, in their condition “as-is” at the time of signing
                                            this Addendum, constitute part of a larger area that is possessed by the Other Lessee within
                                            its meaning hereunder.



 


		18.	Prior
                                            to the Delivery Date the Lessor shall construct a wall at its expense for the purpose of
                                            separating the area of the Additional Leased Premises and shall provide to the Lessee electricity
                                            (3X63) up to the door of the Additional Leased Premises. Except for the said in this section
                                            above, the Additional Leased Premises shall be delivered to the Lessee in their condition
                                            “as-is” at the time of signing this Addendum.



 


		19.	As
                                            of the Delivery Date the Lessee shall implement by professionals on its behalf and at its
                                            expense all works that are required for the purpose of separating all systems and utilities
                                            including, however without derogating from the generality of the aforesaid, water, air conditioning,
                                            plumbing system etc. between the area of the Additional Leased Premises and the area that
                                            remains in the possession of the Other Lessee and the Lessee shall install by professionals
                                            on its behalf and at its expense separate systems and utilities for the Additional Leased
                                            Premises including plumbing, water, electricity, air conditioning and the like. In addition,
                                            as of the Delivery Date the Lessee shall be entitled to implement adjustment works for the
                                            purpose of making the Additional Leased Premises compatible with its requirements (hereinafter:
                                            “Adjustment Works”).



 


		20.	The
                                            agreement of the Lessor for the implementation of Adjustment Works by the Lessee is conditional
                                            on the submission of all the plans that are drafted by the Lessee including the construction,
                                            air conditioning and electricity plans in a level of construction plans prior to implementation
                                            thereof for the approval of the Lessor (hereinafter: “Lessee’s Plans”).



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	8	 



    

 


		21.	The
                                            Lessee shall not be entitled to implement any work in the Additional Leased Premises without
                                            obtaining the prior and written approval of the Lessor.



 


		22.	The
                                            Lessee shall be solely responsible to obtain any license and/or permit, to the extent required,
                                            for the purpose of implementing the Adjustment Works.



 


		23.	The
                                            Lessee shall be solely liable for the implementation of the Adjustment Works in the Additional
                                            Leased Premises, including all insurances required in connection therewith. The Lessee shall
                                            present to the Lessor the Certificate of Insurance for the Lessee’s Works in the form
                                            enclosed as Appendix B-1 of this Addendum, signed by the insurer on behalf
                                            of the Lessee prior to and as a condition for the delivery of the Additional Leased Premises
                                            to the Lessee.



 


		24.	The
                                            Lessee shall implement the Adjustment Works in such manner that will not cause any disturbance
                                            to the other lessees in the Park and the Building and shall be responsible towards the Lessor
                                            and towards any third party for any damage and/or loss caused, if caused, in the course of
                                            and/or following the implementation of the Lessee’s Works to the body and/or the property
                                            and/or the Leased Premises and/or the Building and/or surroundings and/or contents thereof.
                                            For the purpose of this matter it is clarified that the approval of the Lessor for the Lessee’s
                                            Works shall not impose any liability on the Lessor.



 


		25.	The
                                            Lessor shall be entitled to enter the Additional Leased Premises at any time during the implementation
                                            of the Adjustment Works after advance coordination with the representative on behalf of the
                                            Lessee except for emergencies when the Lessor shall be entitled to enter without advance
                                            coordination in order to oversee their implementation and to inspect the fulfillment of the
                                            undertakings of the Lessee. This provision shall not impose on the Lessor any liability or
                                            derogate from the liability of the Lessee.



 


		26.	The
                                            Lessee undertakes to repair any damage and/or breakdown caused following the implementation
                                            of the Adjustment Works. In case the Lessee does not act in the said manner the Lessor shall
                                            be entitled to take the said action at the expense of the Lessee and after delivery of a
                                            written notice to the Lessee regarding its intention to act in the said.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



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		27.	The
                                            Lessee shall be solely liable for the equipment and the materials that will be brought by
                                            the Lessee for the purpose of implementing the Adjustment Works. The Lessee shall not be
                                            entitled to store materials and equipment outside the Additional Leased Premises without
                                            obtaining the prior and written approval of the Lessor.



 


		28.	The
                                            Lessee shall assure that contractors on its behalf follow the instructions of the Lessor
                                            and act in accordance with the work procedures prescribed by the Lessor, to the extent that
                                            there are any.



 


Right
of use of the Parking Spaces 


 


		29.	As
                                            of September 10, 2016 and until expiration of the Term of Lease in the Leased Premises in
                                            the Authorized Area and in the Additional Area as set forth in the Primary Agreement and
                                            in this Addendum, that is to say, until January 31, 2022, or until expiration of the Additional
                                            Term of Lease in the Leased Premises, the Authorized Area and the Additional Leased Premises,
                                            to the extent that the option to extend the Term of Lease is realized, that is to say, until
                                            January 31, 2027, the Lessee shall be entitled to use the Parking Spaces within their meaning
                                            above.



 


		30.	As
                                            of September 10, 2016 and until expiration of the Term of Lease in the Leased Premises, in
                                            the Authorized Area and in the Additional Leased Premises, that is to say, until January
                                            31, 2022, the usage fees in respect of the Parking Spaces shall be in the amount of NIS 250
                                            in addition to statutory VAT for each Parking Space per month and shall incur linkage differentials
                                            that shall be calculated in accordance with the provisions set forth in the Primary Agreement
                                            according to the Base Index specified in section 13 above.



 


		31.	During
                                            the additional Term of Lease in the Leased Premises, the Authorized Area and the Additional
                                            Leased Premises, that is to say, as of February 1, 2022 and until January 31, 2027, the monthly
                                            usage fees for the Parking Spaces shall be according to their rate in the last month of the
                                            Term of Lease that preceded the additional Term of Lease (including linkage differentials)
                                            and in addition to 10% thereof in the beginning of the period.



 


		32.	Payment
                                            of usage fees in respect of the Parking Spaces shall be deemed as part of the rent during
                                            the terms of lease in the Additional Leased Premises and shall be paid in the same manner
                                            that the rent was paid during the terms of lease in the Additional Leased Premises.



 


		33.	The
                                            Lessee shall not be charged with payment of management fees in respect of the Parking Spaces.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	10	 



    

 


		34.	To
                                            the extent that municipal taxes apply in respect of the Parking Spaces the Lessee shall incur
                                            their payment.



 


		35.	For
                                            the avoidance of doubt, the right of use of the Parking Spaces as stated above is granted
                                            to the Lessee as of September 10, 2016 and for the terms of lease in the Leased Premises
                                            in the Authorized Area and in the Additional Leased Premises and upon expiration of the Term
                                            of Lease in the Leased Premises, the Authorized Area and the Additional Leased Premises the
                                            Lessee shall no longer use the Parking Spaces.



 


Securities
in connection with the Additional Leased Premises 


 


		36.	In
                                            order to assure the fulfillment of all the undertakings of the Lessee towards the Lessor
                                            in anything related to the Additional Leased Premises, and without derogating from the undertakings
                                            of the Lessee with relation to the Leased Premises and the Authorized Area, at the time of
                                            signing this Addendum and as a condition for the delivery of possession in the Additional
                                            Leased Premises to the Lessee the Lessee shall deposit with the Lessor a bank guarantee in
                                            an amount that is equal to the amount of the rent and the Maintenance Fees in the Additional
                                            Leased Premises, in addition to statutory VAT in respect of 6 (six) months of lease in the
                                            amount of NIS 133,746 in addition to VAT, in the form enclosed as Appendix C
                                            of this Addendum.



 


		37.	For
                                            the avoidance of doubt it is clarified that the Lessor shall be entitled to use any of the
                                            securities it holds and shall be entitled to exercise the said securities up to the amount
                                            due to the Lessor from the Lessee, at its sole discretion, in circumstances of breach of
                                            fundamental undertakings of the Lessee, whether in connection with the Leased Premises and
                                            the Authorized Area and in connection with the Additional Leased Premises and provided that
                                            it acted in accordance with the provisions set forth in the Primary Agreement and this Addendum
                                            in the exercise of the securities.



 


Insurance



 


		38.	The
                                            insurance sections in the Primary Agreement shall be deleted and the parties shall act in
                                            accordance with the insurance provisions specified in the “Insurance Appendix”
                                            marked as Appendix C and in accordance with the certificates of insurance marked as
                                            Appendix C1 and Appendix C2.



 


Electricity



 


		39.	The
                                            Lessee declares that it is aware that the Lessor is the exclusive right holder towards Israel
                                            Electric Corp. in anything related to the receipt and supply of electricity to the Additional
                                            Leased Premises and that the Lessor shall supply the electricity to the Additional Leased
                                            Premises in the manner and under the terms set forth in Appendix D of the Lease Agreement.



 





		40.	For
                                            the avoidance of doubt, the payment of the Lessee for the use of electricity in the Additional
                                            Leased Premises shall not exceed the electricity rates that are charged from the Lessor in
                                            respect of the Additional Leased Premises.



 


		41.	The
                                            other provisions set forth in the Primary Agreement that were not amended in this Addendum
                                            shall be in full force and effect and shall bind the parties also in respect of the Additional
                                            Leased Premises.



 


And
in witness hereof the parties are hereby undersigned:


 


	[Signature and Stamp: SciVac Ltd.

    513679555] [Signature and Stamp: Roei Egozi,
    CFO, SciVac Ltd]
	 	[Signature
    and Stamp: Ayalot Investments (Ramat Vered) 1994 Ltd Company No. 512022401]
	The
    Lessee	 	The
    Lessor


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	11	 



    

 





 






    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	12	 



    




 


 









    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	13	 



    

 


 


 






    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	14	 



    

 


Insurance
Appendix – Appendix B


 


		1.	Works
                                            in the Leased Premises



 


		1.1.	Subject
                                            to the provisions set forth in the Agreement in anything related to obtaining authorization
                                            to implement works in the Leased Premises, in case any works are implemented in the Leased
                                            Premises as aforesaid by the Lessee and/or anyone acting on its behalf at any time during
                                            the Term of Lease, the Lessee undertakes to present to the Lessor and the Management Company
                                            the Certificate of Insurance for the Lessee’s Works hereby enclosed with this Agreement
                                            constituting an integral part thereof and marked as Appendix C1 (hereinafter respectively:
                                            “Certificate of Insurance for the Lessee’s Works” and “Insurance
                                            of the Lessee’s Works”) signed by its insurer. The Lessee declares that it
                                            is aware that the presentation of the Certificate of Insurance for the Lessee’s Works
                                            as aforesaid is a condition precedent and a precondition for the implementation of any works
                                            in the Leased Premises and the Lessor and/or the Management Company shall be entitled, however
                                            not obligated, to deny from the Lessee to implement works in the Leased Premises in case
                                            the said certificate is not presented to them prior to start of implementation of the works.



 


		2.	Permanent
                                            insurances



 


		2.1.	During
                                            the entire Term of Lease the Lessee undertakes to arrange and maintain the insurances specified
                                            in the Certificate of Insurance enclosed with this Agreement and constituting an integral
                                            part thereof and marked as Appendix C2 (hereinafter respectively: “Lessee’s
                                            Permanent Certificate of Insurance” and “Lessee’s Permanent Insurances”).



 


		2.2.	Without
                                            having to receive any demand from the Lessor and/or the Management Company, the Lessee undertakes
                                            to present to the Lessor and the Management Company, no later than the date of receiving
                                            possession in the Leased Premises or prior to the date of bringing any assets to the Leased
                                            Premises (except for assets that are included in the works that are insured under section
                                            1.1 above) – upon the earlier – the Lessee’s Permanent Certificate of Insurance
                                            signed by its insurer. The Lessee declares that it is aware that the presentation of the
                                            Lessee’s Permanent Certificate of Insurance is a condition precedent and a precondition
                                            for receiving possession in the Leased Premises and/or for bringing any assets to the Leased
                                            Premises (except for assets that are part of the works that are insured under section 1.1
                                            above) and the Lessor and/or the Management Company shall be entitled, however not obligated,
                                            to deny from the Lessee to receive possession in the Leased Premises and/or to bring assets
                                            as aforesaid in the event the certificate was not presented prior to the date specified above.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	15	 



    

 


		2.3.	It
                                            is agreed that the Lessee shall be entitled not to arrange an insurance against glass breakage
                                            as stated in section 1 of the Lessee’s Permanent Certificate of Insurance, in whole
                                            or in part, however the said in section 2.7 hereunder shall apply in respect of any loss
                                            or damage due to glass breakage as if the said insurance was fully arranged.



 


		2.4.	It
                                            is agreed that the Lessee shall be entitled not to arrange consequential loss insurance,
                                            in whole or in part, as stated in section (4) of the Lessee’s Permanent Certificate
                                            of Insurance however the exemption specified in section 2.7 hereunder shall apply as if the
                                            said insurance was fully arranged.



 


		2.5.	If
                                            the Lessee deems that it is necessary to arrange an additional and/or supplemental insurance
                                            to provide insurance coverage for the Lessee’s works and/or for the Lessee’s
                                            Permanent Insurances the Lessee undertakes to arrange and maintain the additional and/or
                                            supplemental insurance as aforesaid. A clause regarding waiver of the right of subrogation
                                            shall be incorporated in each additional or supplemental insurance as aforesaid with respect
                                            to the Lessor and/or the Management Company and anyone acting on their behalf and towards
                                            other lessees, tenants and other right holders in the Building (hereinafter: “Other
                                            Right Holders”) on the condition that in the property insurance of the Other Right
                                            Holders as aforesaid and/or in the property chapter in the contractor insurance that the
                                            Other Right Holders arranged there is a waiver of the right of subrogation towards the Lessee
                                            and provided that the said waiver shall not apply in favor of a person who caused willful
                                            damage. The Lessee undertakes to update the sums insured in respect of the insurances that
                                            are arranged in accordance with sections (1) and (4) of the Lessee’s Permanent Certificate
                                            of Insurance from time to time so that they always reflect the full value of the insurance
                                            coverage that they provide.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	16	 



    

 


		2.6.	The
                                            Lessee exempts the Lessor and/or the Management Company and the Other Right Holders whose
                                            lease agreements or any other agreement that grants to the Other Right Holders rights in
                                            the Building as aforesaid include a parallel exemption towards the Lessee from liability
                                            in respect of damage for which it is entitled to indemnification in accordance with the insurances
                                            it undertook to arrange in accordance with the provisions set forth in section (1) of the
                                            Certificate of Insurance for the Lessee’s Works, sections (1) and (4) of the Lessee’s
                                            Permanent Certificate of Insurance and additional property insurances that the Lessee arranges
                                            as stated above (or for which it was entitled to indemnification if it had not been for the
                                            deductible amounts specified in the policies) however the said exemption from liability shall
                                            not apply in favor of a person who caused willful damage.



 


		2.7.	Upon
                                            expiration of the term of the Lessee’s Permanent Insurances the Lessee undertakes to
                                            deposit with the Lessor and/or the Management Company the Lessee’s Permanent Certificate
                                            of Insurance in respect of extension of its effect for one additional year. The Lessee undertakes
                                            to repeat and deposit the Lessee’s Permanent Certificate of Insurance on the required
                                            dates each insurance year and as long as this Agreement is in effect.



 


		2.8.	Whenever
                                            the Lessee’s insurer notifies the Lessor and/or the Management Company that any of
                                            the Lessee’s Permanent Insurances is about to be terminated or change adversely, as
                                            stated in the final part of Appendix F1 and F2 as aforesaid, the Lessee undertakes to arrange
                                            the said insurance again and present a new Certificate of Insurance until the termination
                                            date or the date of the adverse change of the said insurance.



 


		2.9.	The
                                            Lessor and/or the Management Company shall be entitled to inspect the Certificates of Insurance
                                            that are presented by the Lessee and the Lessee undertakes to implement any change or amendment
                                            that is required so as to make them compatible with the undertakings of the Lessee in accordance
                                            with this Agreement. The Lessee declares that the right of inspection of the Lessor and/or
                                            the Management Company with relation to the Certificates of Insurance and their right to
                                            instruct their amendment as stated above shall not impose on the Lessor and/or the Management
                                            Company and/or anyone acting on their behalf any obligation or responsibility in anything
                                            related to the Certificates of Insurance as aforesaid including the quality, scope and effect
                                            of the insurances that are arranged in accordance with the said certificates or in respect
                                            of lack thereof, and shall not derogate or add to any liability imposed on the Lessee in
                                            accordance with this Agreement.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	17	 



    

 


		2.10.	The
                                            Lessee undertakes to observe the terms set forth in the insurance policies it arranges and
                                            to make full and timely payment of the insurance premiums and assure that the Lessee’s
                                            Permanent Insurances are extended from time to time as required and shall be in effect during
                                            the entire Term of Lease.



 


		2.11.	The
                                            Lessee undertakes to uphold the reasonable safety procedures/instructions that are published
                                            (if published) from time to time by the Lessor and/or the Management Company. For the avoidance
                                            of doubt, it is hereby agreed that the liability limits that are required in accordance with
                                            the Certificates of Insurance are a minimal requirement that is imposed on the Lessee. The
                                            Lessee declares and confirms that it will be precluded from raising any allegations and/or
                                            demands towards the Lessor and/or the Management Company and/or anyone acting on their behalf
                                            in anything related to the liability limits as aforesaid. In this regard it is clarified
                                            that the arrangement of the said insurances by the Lessee shall not diminish or derogate
                                            in any manner from the undertakings of the Lessee in accordance with this Agreement and the
                                            arrangement of the said insurances shall not release the Lessee from its obligation to compensate
                                            the Lessor and/or the Management Company and/or any person in respect of any damage for which
                                            the Lessee is held liable in accordance with this Agreement.



 


		2.12.	The
                                            Lessor undertakes to arrange and maintain, whether by itself and whether by the Management
                                            Company, and during the entire term of the Agreement and as long as the Leased Premises are
                                            occupied by the Lessee (upon the later) the insurances specified further below in this section
                                            with a legally licensed and reputable insurance company:



 


		2.12.1.	Dwelling
                                            insurance (including the building of the Leased Premises) including all attachments and systems
                                            thereof, in reinstatement value, against loss or damage due to the customary risks in extended
                                            fire insurance including fire, smoke, lighting, explosion, earthquake, storm, flood, damage
                                            by fluids and splitting of pipes, impact by a vehicle, impact by an aircraft, riots, strikes,
                                            willful damage and damage caused by break-in. The said insurance shall include a clause regarding
                                            waiver of the right of subrogation towards the Lessee and/or its managers and/or employees
                                            and anyone acting on their behalf however the said waiver shall not apply in favor of a person
                                            who caused willful damage. For the avoidance of doubt it is agreed expressly that the said
                                            insurance shall not include any contents and/or addition, improvement or extension that were
                                            made by and/or on behalf of and/or for the Lessee and/or the Other Right Holders however
                                            shall include expressly any contents and/or addition improvement or extension that were made
                                            by and/or on behalf of and/or for the Lessor and/or the Management Company.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	18	 



    

 


		2.12.2.	Consequential
                                            loss insurance providing insurance coverage for loss of rent, parking fees and management
                                            fees for damage that was caused to the structure of the Building (including the structure
                                            of the Leased Premises) due to the risks specified in section 2.16.1 above, for an indemnification
                                            period of 12 months. The said insurance shall include a clause regarding waiver of the right
                                            of subrogation in favor of the Lessee and anyone acting on its behalf however the said waiver
                                            shall not apply in favor of a person who caused willful damage.



 


It
is agreed that the Lessor and/or the Management Company shall be entitled not to arrange a consequential loss insurance providing insurance
coverage for the loss of rent, management fees and parking fees (if any) as stated in this section 2.16.1 above, in whole or in part,
however the said in section 2.20 hereunder shall apply as if the said insurance was fully arranged.


 


		2.12.3.	Third
                                            party liability insurance in a liability limit of $5,000,000 (five million U.S. dollars)
                                            per event and cumulatively in accordance with the policy, providing insurance coverage for
                                            the liability of the Lessor and the Management Company by law in respect of physical damage
                                            or damage to property that might be caused to the body and/or property of any person or legal
                                            entity in the Building. The said insurance shall not be subject to any restriction regarding
                                            liability arising out of fire, explosion, panic, hoisting, loading and unloading devices,
                                            animals, defective sanitary fixtures, poisoning, anything harmful in foods and beverages,
                                            strikes and lockouts, liability in respect of and towards contractors, subcontractors and
                                            their workers, and claims of subrogation by the National Insurance Institute. The insurance
                                            shall be extended to indemnify the Lessee and/or its managers and/or its employees in case
                                            it might be held liable for an act and/or omission of the Management Company and/or the Lessor
                                            and subject to the cross-liability clause according to which the insurance shall be deemed
                                            to have been arranged separately for each of the members of the insured.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	19	 



    

 


		2.12.4.	Employers’
                                            liability insurance providing insurance coverage for the liability of the Management Company
                                            and the Lessor towards their employees in respect of bodily harm and/or an occupational disease
                                            that might be caused to any thereof in the course of or following their work in the project
                                            and surroundings thereof in a liability limit of $1,000,000 per claimant, per event and cumulatively
                                            in accordance with the policy. The said insurance does not include any restriction regarding
                                            works in height and in depth, hours of work, baits and poisons and youth employment. The
                                            insurance shall be extended to indemnify the Lessee in case it is argued regarding the occurrence
                                            of any occupational accident and/or any occupational disease that the Lessee is held liable
                                            as an employer towards any of the employees of the Management Company and/or the Lessor.



 


		2.13.	It
                                            is agreed that the Lessor and/or the Management Company shall be entitled, at their sole
                                            discretion, to arrange additional insurances in addition to the insurances that are specified
                                            in section 2.16 above. The said additional insurances shall include a clause regarding waiver
                                            of the right of subrogation towards the Lessee and/or its managers and/or its employees and/or
                                            anyone acting on its behalf however the said waiver shall not apply in favor of a person
                                            who caused willful damage.



 


		2.14.	The
                                            Lessor exempts the Lessee, its managers, employees and anyone acting on its behalf in its
                                            name and in the name of the Management Company from liability for damage for which they are
                                            entitled to indemnification in accordance with the insurances that are arranged under sections
                                            2.16.1 and 2.16.2 above (or for which they were entitled to indemnification if it had not
                                            been for the deductible amounts specified in the policies), however the said exemption from
                                            liability shall not apply in favor of a person who caused willful damage).



 








The
terms set forth in the policies shall not fall below the terms set forth in the “Bit” insurance policy. The Lessor shall
be responsible to innocent payment of the deductible amounts specified in the policies it arranged.


 


The
Lessee declares that it shall raise no allegations and/or demands and/or claims against the Lessor and/or the Management Company and/or
anyone acting on their behalf in respect of the quality and scope of the insurances that they arranged as stated above.




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	20	 



    

 


Appendix
B1: Certificate of Insurance for the Lessee’s Works


 


Date:
_____________


 


To


 


Ayalot
Investments (Ramat Vered) 1994 Ltd and/or Amot Investments Ltd and/or the parent company and/or subsidiaries (hereinafter individually
and collectively: “the Lessor and/or the Management Company”).


 


Dear
Sir/Madam,


 


		Re:	Certificate
                                            of Insurance for SciVac Ltd Company No. 513679555 (hereinafter: “the Lessee”),
                                            inter alia, in connection with the lease of the property in Rehovot Park situated
                                            in block 3649, part of parcels 8-9 (hereinafter: “the Building”) in an
                                            area of approximately 490 sqm gross (hereinafter: “the Leased Premises”).



 


We
hereby confirm that as of __________ and until ______________ (hereinafter: “Period of Works” or “Insurance
Period”) and during an extended maintenance period of 12 months (the Period of Works and the maintenance period shall be referred
hereinafter collectively: “Maintenance Period”) our company arranged contractor insurance (Policy No. ___________)
in the name of the Lessee, contractors and subcontractors (in any rank), the Lessor and the Management Company providing insurance coverage
for the works that are implemented by the Lessee and/or anyone acting on its behalf (hereinafter: “the Works”) as
specified hereunder, when the scope of insurance coverage that is provided in accordance with the said insurances does not fall below
the scope of coverage that is provided in accordance with the policy known as “Bit,” “Migdal Bit,” “Menobit,”
(or any other equivalent version at the time of arranging the insurance):


 


		1.	Chapter
                                            1 – “all-risk” insurance providing insurance coverage for the works in
                                            full value (including materials that are supplied by the Lessor and/or the Management Company)
                                            against unforeseen accidental physical loss or damage caused during the period of implementation
                                            of the works in the work site. This chapter includes a clause regarding waiver of the right
                                            of subrogation towards the Lessor and/or the Management Company and/or anyone acting on their
                                            behalf and towards other lessees, tenants and other right holders in the Building (the other
                                            lessees, tenants and right holders shall be referred hereinafter: “Other Right Holders”)
                                            on the condition that in the property insurance of the Other Right Holders there is a parallel
                                            clause regarding waiver of the right of subrogation towards the Lessee and/or in an agreement
                                            that grants rights in the Building to the Other Right Holders as aforesaid there is an exemption
                                            from liability in favor of the Lessee in respect of loss or damage caused to the property
                                            of the Other Right Holders due to the risks insured in chapter A (property) in the “Contractor
                                            insurance” or in the “extended fire” insurance however the said waiver
                                            shall not apply in favor of a person who caused willful damage. In addition, the chapter
                                            includes an express extension regarding surrounding property and property being worked upon
                                            in a liability limit in the amount of NIS 200,000 (two hundred thousand new Israeli shekels)
                                            per event and cumulatively for the Insurance Period.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	21	 



    

 


		2.	Chapter
                                            2 – third party liability insurance for liability arising out of the works that are
                                            insured under chapter 1 above in a liability limit as stated hereunder. The chapter includes
                                            a cross-liability clause according to which the insurance shall be deemed to have been arranged
                                            separately for each of the members of the insured. Except for the property insured under
                                            chapter A above or in the dwelling insurance of the Lessor.



 


Liability
limit: _______________ per event and cumulatively in accordance with the policy (*).


The
said chapter is extended to include the following:


 


		A.	Claims
                                            of subrogation by the National Insurance Institute.



		B.	Bodily
                                            harm deriving from the use of heavy equipment that is a motor vehicle and when there is no
                                            obligation to arrange compulsory insurance for the said vehicle.



		C.	Liability
                                            for damage that is caused to vibrations and weakening of supports in a liability limit in
                                            the amount of NIS 1,000,000 per event and cumulatively for the Insurance Period.



 





		3.	Chapter
                                            3 – employers’ liability insurance in accordance with the provisions set forth
                                            in the Civil Wrong Ordinance [New Version] and/or the Liability for Defective Products Law,
                                            5740-1980 providing insurance coverage to any of the employees of the insured that are employed
                                            in the performance of the works that are insured under chapter 1 (Property) above in respect
                                            of bodily harm or an occupational disease that might be caused to any thereof in the course
                                            of and following their employment as aforesaid, in a liability limit of NIS 20,000,000 per
                                            claimant, per event and cumulatively in accordance with the policy. The said insurance does
                                            not include any limitation regarding works in height and in depth, hours of work, baits and
                                            poisons, contractors, subcontractors and their workers and youth employment.



 


 


The
policy specified above shall supersede any insurance that was arranged by the Lessor and/or the Management Company and we waive any allegation
and/or demand regarding the participation of the insurances of the Lessor and/or the insurances of the Management Company. In addition,
breach of the terms and provisions set forth in the policy in good faith by the Lessor and/or anyone acting on its behalf shall not derogate
from the rights of the Lessor and/or the rights of the Management Company to recover indemnification in accordance with the policy. In
addition, we undertake that the policy specified above shall not be canceled and shall not change adversely during the Insurance Period
unless a written notice is delivered in registered mail to the Lessor and the Management Company at least 60 days in advance. For the
avoidance of doubt, we confirm that the Lessee shall be solely responsible to pay the insurance premiums for the said policy and shall
incur the deductible amount applicable to the policy as aforesaid.


 


The
insurances specified in this Certificate of Insurance are in accordance with the terms set forth in the original policies to the extent
that these were not modified in this Certificate and provided that the said modification shall not derogate from the terms set forth
in the original policies. 


 


Sincerely,


 


	 	 	 	 	 	 	 
	(Stamp
    of Insurer)	 	(Signature
    of the Insurer)	 	(Name
    of Signatory)	 	(Position
    of Signatory)


 


		(*)	The
                                            liability limit shall be in an amount equal to NIS 8,000 multiplied by the area of the Leased
                                            Premises in sqm, however the said amount shall not fall below NIS 1,000,000 (one million
                                            new Israeli shekels) and shall not be greater than NIS 2,000,000 per event and cumulatively
                                            for the Insurance Period.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	22	 



    

 


Appendix
B2: Certificate of Permanent Insurances of the Lessee


 


Date:
_______________


 


To


 


Ayalot
Investments (Ramat Vered) 1994 Ltd and/or Amot Investments Ltd and/or the parent company and/or subsidiaries (hereinafter individually
and collectively: “the Lessor and/or the Management Company”)


 


Dear
Sir/Madam,


 


		Re:	Certificate
                                            of Insurance for SciVac Ltd Company No. 513679555 (hereinafter: “the Lessee”),
                                            inter alia, in connection with the lease of the property in Rehovot Park situated
                                            in block 3649, part of parcels 8-9 (hereinafter: “the Building”) in an
                                            area of approximately 490 sqm gross (hereinafter: “the Leased Premises”).



 


We
hereby confirm that the Lessee maintains by us the insurance(s) specified hereunder for the insurance period(s) that was specified beside
the said insurance(s) (hereinafter: “Insurance Period”) when the scope of insurance coverage that is provided in accordance
with the said insurance(s) does not fall below the scope of coverage that is provided in accordance with the policies known as “Bit,”
“Migdal Bit,” “Menobit,” in accordance with the relevant edition at the time of arrange the insurance:


 


		1.	Policy
                                            No. ______________ for the period from _____________ and until ___________



 


Contents
insurance for the Leased Premises and for any other property brought to the Leased Premises and/or the Building by or for the Lessee
(including equipment, furniture, facilities and stocks) and any modification, improvement and addition to the Leased Premises that were
implemented and/or that will be implemented by and/or for the Lessee in full value and based upon reinstatement value (except for stocks
that will be insured in indemnification values) against loss or damage due to the risks insured in “extended fire” insurance:
smoke, fire, lighting, explosion, earthquake, storm, flood, damage by fluids and splitting of pipes, impact by a vehicle, impact by an
aircraft, riots, strikes, willful damage, glass breakage and break-in. The insurance includes a clause stipulating that the insurer waives
the right of subrogation towards the Lessor and/or the Management Company and/or anyone acting on their behalf and towards other lessees,
tenants and right holders in the Building (the other lessees, tenants and right holders shall be referred collectively hereinafter: “Other
Right Holders”) on the condition that in the property insurance of the Other Right Holders there is a parallel clause regarding
waiver of the right of subrogation towards the Lessee and/or in an agreement that grants the Other Right Holders as aforesaid rights
in the Building there is an exemption from liability in favor of the Lessee in respect of loss or damage that might be caused to the
property of the Other Right Holders due to the risks insured in “extended fire” insurance; however the said waiver shall
not apply in favor of a person who caused willful damage.


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	23	 



    

 


		2.	Policy
                                            No. _______________ for the period from ___________ and until ____________.



 


Third
party liability insurance providing insurance coverage for the statutory liability of the Lessee for bodily harm or damage to property
that was caused to the body and/or the property of any person or entity in the Leased Premises and surroundings thereof in a liability
limit as specified hereunder. The insurance shall not be subject to any limitation in respect of liability arising out of fire, explosion,
panic, hoisting, loading and unloading devices, defective sanitary fixtures, poisoning, anything harmful in foods and beverages, strikes
and lockouts, liability in respect of and towards contractors, subcontractors (in any rank) and their workers, animals, and claims of
subrogation by the National Insurance Institute. The insurance is extended to indemnify the Lessor and/or the Management Company in case
they are held liable for an act and/or omission of the Lessee and/or anyone acting on its behalf subject to a cross-liability clause
according to which the insurance shall be deemed to have been arranged separately for each of the members of the insured.


 


Liability
limit in the amount of ______________ per event and cumulatively in accordance with the policy (*)


 


		3.	Policy
                                            No. ______________ for the period from ______________ and until ______________



 


Employers’
liability insurance providing insurance coverage for the liability of the Lessee in accordance with the provisions set forth in the Civil
Wrong Ordinance [New Version] and/or the Liability for Defective Products Law, 5740-1980 towards its employees in respect of bodily harm
and/or an occupational disease that might be caused to any thereof in the course of and following their work in the Leased Premises and
surroundings thereof, in a liability limit of NIS 20,000,000 per event and cumulatively in accordance with the policy. The insurance
does not include any limitation regarding works in height and in depth, hours of work, baits and poisons and lawful youth employment.
The insurance is extended to indemnify the Lessor and/or the Management Company in case it is stated, regarding the occurrence of any
occupational accident and/or an occupational disease that any of them is held liable as an employer towards any of the employees of the
Lessee.


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	24	 



    

 


		4.	Policy
                                            No. _________________ for the period from _________________ and until _________________



 


Consequential
loss insurance providing insurance coverage for loss of gross earnings of the Lessee [expressly, except for loss of rent, parking fees
and management fees to the Lessor and the Management Company] due to loss or damage caused to the property insured under section 1 above
as a result of one of the risks that are insured under section 1 above (except for break-in, “all-risk” extension, property
in transit and electricity section) for an indemnification period of 12 months. The insurance includes a clause stipulating that the
insurer waives the right of subrogation towards the Lessor and/or the Management Company and/or anyone acting on their behalf and towards
the Other Right Holders on the condition that in the consequential loss insurance of the Other Right Holders there is a parallel clause
regarding waiver of the right of subrogation towards the Lessor and/or in an agreement that grants rights in the Building to the Other
Right Holders there is an exemption from liability in favor of the Lessee in respect of consequential loss to the Other Right Holders
due to the risks insured under the “extended fire” insurance however the said waiver shall not apply in favor of a person
who caused willful damage.


 


We
confirm that the said policy(s) supersede any insurance that is arranged by the Lessor and/or the Management Company and we waive any
demand and/or allegation regarding the participation in the insurances of the Lessor and/or the Management Company. In addition, we confirm
that failure to uphold the terms set forth in the policies and provisions thereof in good faith by the Lessee and/or anyone acting on
its behalf shall not derogate from the right of the Lessor and/or the Management Company to indemnification in accordance with the policy(s).
In addition, we undertake that the policy(s) shall not be canceled or change adversely during the Insurance Period unless the Lessor
and/or the Management Company receive a notice to that effect in registered mail at least 30 days in advance. For the avoidance of doubt
it is clarified that the Lessee shall be solely obligated to pay the insurance premiums in respect of the policy(s) and the payment of
the deductible amounts in accordance with the said policies.


 


The
insurances specified in this Certificate of Insurance are in accordance with the terms set forth in the original policies to the extent
that these were not modified in this Certificate and provided that the said modification shall not derogate from the terms set forth
in the original policies. 


 


Sincerely,


 


	[Signed]
    	 	[Signed]
    	 	[Signed]
    	 	[Signed]
    
	(Stamp
    of Insurer)	 	(Signature
    of the Insurer)	 	(Name
    of Signatory)	 	(Position
    of Signatory)


 


		(*)	The
                                            liability limits shall be in an amount equal to NIS 14,000 multiplied by the area of the
                                            Leased Premises in sqm however shall not fall below NIS 2,000,000 (two million new Israeli
                                            shekels) and shall not be greater than NIS 20,000,000 (twenty million new Israeli shekels)
                                            per event and cumulatively in accordance with the policy.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	25	 



    

 


Appendix
C


 


Bank
Guarantee


 


To


Ayalot
Investments (Ramat Vered) 1994 Ltd


 





	Address
    _____________	 	 
	 	 	 
	 	 	Branch:
    _____________
	 	 	 
	 	 	Address:____________
	 	 	 
	 	 	Date:_______________


 








Dear
Sir/Madam,


 


Re:
Bank Guarantee no. _____________


 


		1.	We
                                            hereby guarantee towards you to pay any amount up to a total amount of NIS 133,746 (one hundred
                                            and thirty three thousand and seven hundred and forty six new Israeli shekels) that you will
                                            demand from SciVac Ltd Company No. 513679555 (hereinafter: “the Debtor”)
                                            in connection with a Lease Agreement that you signed with the Debtor.



 


This
amount shall be linked to the consumer price index as published by the Central Bureau of Statistics from time to time in accordance
with the following terms of linkage:


 


“Base
Index” for the purpose of this Guarantee shall be the index of June 2016 that was published on the 15th of the subsequent month
(or at about that time) at a rate of 535.3583 points.


 


“New
Index” for the purpose of this Guarantee shall be the index that was recently published and prior to receiving your demand in accordance
with this Guarantee.


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	26	 



    

 


Linkage
differentials for the purpose of this Guarantee shall be calculated as follows: if it transpires that the New Index is higher compared
to the Base Index, then the Guarantee amount shall be calculated increased by an identical rate to the rate of increase of the New Index
compared to the Base Index. If the New Index is lower compared to the Base Index, we will pay you the amount specified in your demand
up to the Guarantee amount without linkage differentials.


 


		2.	Upon
                                            receiving your first written notice, no later than ten days as of the date in which we received
                                            your demand that was delivered to our address specified above, we will pay you any amount
                                            specified in the demand and provided that the said amount will not be greater than the Guarantee
                                            amount in addition to linkage differentials and you will not be obligated to give reasons
                                            or prove your demand and you will not be obligated to demand the amount from the Debtor first.



 


		3.	This
                                            this Guarantee shall be in effect until the ____ day in the month of ___________ in the year
                                            ________ (including) only and afterwards shall be null and void.



 


Any
demand made in accordance with this Guarantee shall be received by us in writing in accordance with our address as stated above, no later
than the said date and until the closing time of our branch for public reception.


 


		4.	A
                                            written demand that is transmitted to the bank by fax shall also constitute a written demand
                                            for the purpose of this Guarantee.



 


		5.	This
                                            Guarantee is nontransferable and non-assignable.



 


Sincerely,


 


______________
Bank 


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	27	 



    

 


Appendix
D


 


Conditions
for supply of electricity in bulk


 


The
Lessee declares that it is aware that the Lessor is the sole right holder towards Israel Electric Corp. in anything related to the supply
and consumption of electricity to the Leased Premises and that the Lessor shall supply the electricity to the Leased Premises in the
manner and under the terms set forth in this Agreement hereunder.


 


		1.	Introduction



As
used in this Agreement, the following terms shall have the respective meanings set forth beside them below:


 


	 	“The
    Agreement” 	–	The
    Lease Agreement that was signed between the Lessor and the Lessee on ____________ and additions thereof, to the extent that there
    are any. 
	 	 	 	 
	 	“The
    Leased Premises,” “the Park,” “the Building” 	–	Within
    their meaning in the Agreement.
	 	 	 	 
	 	“The
    Engineer” 	–	An
    electrical engineer or a certified electrician that are in charge of the electricity system in the Park and/or in the Building. 
	 	 	 	 
	 	“Electricity
    Services” 	–	The
    supply of electricity, the maintenance of electrical installations that will be installed in the Park and/or in the Building and/or
    in the Leased Premises by the Lessor, the insurance of electrical installations as aforesaid, operation and maintenance of the electricity
    control systems in the Park and facilities thereof however except for the electricity installations that are installed in the Leased
    Premises by the Lessee. 


 




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    	 	28	 



    

 


		2.	General
                                            



 


		2.1.	All
                                            Electricity Services to the Leased Premises shall be provided by the Lessor.



 


		2.2.	Billing
                                            the Lessee for the provision of the Electricity Services shall be made based upon the reading
                                            of an electricity meter that will measure the supply of electricity to the Leased Premises,
                                            in addition to charges in respect of the use of common electrical installations as stated
                                            in this Appendix hereunder.



 


		2.3.	The
                                            Lessee hereby reiterates its undertaking to use solely the Electricity Services that are
                                            provided by the Lessor and it shall not approach Israel Electric Corp. with a request to
                                            install a separate meter and/or a separate and/or direct supply of electricity and/or to
                                            make direct payment to IEC. The Lessee shall incur all the losses of the Lessor in the event
                                            the Lessee presents such a request as aforesaid. The foregoing shall not derogate from the
                                            right of Israel Electric Corp. Ltd to connect the Lessee directly to the electricity network
                                            and the supply of Electricity Services that are provided by the IEC at its sole discretion
                                            and following coordination with the Lessor.



 


		2.4.	The
                                            Lessee shall have no claim on any grounds against the IEC in respect of failure to supply
                                            electricity and/or disruptions in its supply, including in respect of electronic or other
                                            equipment that is installed by the Lessee, if installed, in the Leased Premises. The Lessee
                                            undertakes to indemnify the IEC in respect of any expense and damage caused to it as a result
                                            of any claim in connection with the matters specified above on behalf of an invitee and/or
                                            an authorized person on behalf of the Lessee. This section shall not exempt any other person
                                            or entity from their liability by law.



 


		2.5.	The
                                            Lessor shall provide to the Lessee Electricity Services to the Leased Premises when the manner
                                            of use of the electricity in the Leased Premises themselves shall be subject to the discretion
                                            of the Lessee and in accordance with the provisions set forth in any law and/or condition
                                            and/or rules regarding electricity and use thereof and subject to the other provisions set
                                            forth in this Appendix.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	29	 



    

 


		2.6.	All
                                            facilities, equipment, systems and the like that are related to the supply of electricity
                                            to the Park and/or the Building in general and to the Leased Premises that were leased to
                                            the Lessee in particular shall be designed according to the best judgment of skilled professionals
                                            in this field on behalf of the Lessor, and in the quality, standard, quantity, size, type
                                            and the like as determined by the said professionals.



 


		3.	Allocation
                                            of payments 



 


At
the time of making each payment by the Lessee the Lessor shall be entitled to determine, at its discretion, the account to which the
amount billed will be paid. For the avoidance of doubt, as long as the Lessor does not notify the Lessee otherwise, each payment that
is made by the Lessee shall be allocated first in respect of rent and then in respect of Maintenance Fees, electricity and afterwards
in respect of the other expenses according to their order.


 


		4.	Inspection
                                            of electrical facilities in the Leased Premises 



 


		4.1.	The
                                            Lessor shall be entitled to visit the Leased Premises at any reasonable time upon delivery
                                            of advance notice and inspect the safety and compliance of any electrical facility with the
                                            customary safety standards.



 


		4.2.	In
                                            case the Engineer is of the opinion that a certain electrical facility that was installed
                                            in the Leased Premises might cause damage to the general electricity system in the Park and/or
                                            in the Building and/or that it may cause a safety nuisance and risk and/or that it does not
                                            comply with customary safety standards and/or that the load that it puts on the electricity
                                            supply system might disrupt the operation of the system – the Engineer shall be entitled
                                            to demand the repair and/or replacement and/or the modification of the facility and the Lessee
                                            undertakes to take all measures that are required for the purpose of fulfilling the requirement
                                            of the Engineer in 14 days.



 


		4.3.	The
                                            Lessee shall be held liable for any damage caused to the property and/or the electrical facility
                                            in the Leased Premises and/or in the electricity System outside the Leased Premises as a
                                            result of the operation of a defective electrical facility as stated above.



 




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    	 	30	 



    

 


		5.	Modifications
                                            and additions in the electricity system 



 


The
Lessee shall not be entitled to implement any additions and/or modifications and/or additions to the electricity supply facilities that
will be provided to the Leased Premises without obtaining the prior and written approval of the Lessor. The Lessor shall be entitled
to disconnect and/or remove immediately any extension, modification, addition and the like that were implemented without obtaining the
prior and written approval of the Lessor and at the expense of the Lessee, without derogating from the liability of the Lessee for any
damage caused to the electricity supply facilities as a result of such work as aforesaid.


 


Any
modification, extension and/or addition in the electricity supply facilities that is required by the Lessee beyond this Agreement and
that are approved by the Lessor as stated above shall require additional payment.


 


		6.	Access
                                            and maintenance of electricity facilities 



 


		6.1.	The
                                            Lessee shall grant access to any qualified employee on behalf of the Lessor at any reasonable
                                            hour to any electrical facility in the Leased Premises for the purpose of inspection, testing,
                                            installation, repair, replacement of defective parts, removal, dismantling, assembly and
                                            other works that the Lessor deems necessary in the electrical facilities that provide Electricity
                                            Services to the Leased Premises.



 


		6.2.	For
                                            the purpose of implementing the works as aforesaid the Lessor shall be entitled to disconnect
                                            temporarily and for the period of time that is required, however following advance coordination
                                            with the Lessee, to the extent possible, the electricity supply to the Leased Premises and
                                            provided that the period of time in which the electricity supply to the Leased Premises is
                                            reasonable while taking into account the type of the work in the Leased Premises.



 


		6.3.	The
                                            Lessee shall take measures to remove and/or relocate any facility that may impede the access
                                            and implementation of the works as stated above.



 


		7.	Ownership
                                            in instruments and equipment 



 


Any
device, accessory and any other item of equipment that are related to the electricity supply services that were installed by the Lessor
shall be the exclusive property of the Lessor, whether or not the Lessee participated in the expenses of their purchase and/or installation
and/or connection and the like of the said equipment.


 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	31	 



    

 


		8.	Liability
                                            for the property of the Lessor 



 


		8.1.	The
                                            Lessee shall be prohibited from performing any work of any kind in the instruments, accessories
                                            and other equipment belonging to the electricity supply systems of the Leased Premises without
                                            obtaining the prior and written approval of the Lessor for the implementation of works not
                                            by the Lessor as aforesaid.



 


		8.2.	The
                                            Lessee shall be responsible for protecting all the equipment specified above including integrity
                                            thereof during the entire term of lease and/or the use of the Leased Premises and shall be
                                            held liable towards the Lessor for any damage caused to the equipment that does not derive
                                            from reasonable wear.



 


		9.	Supply
                                            of electricity by the Lessee 



 


The
Lessee may not supply and/or sell electricity and/or to provide any Electricity Services that were provided to it by the Lessor whether
or not for payment and in any other manner to authorized persons and to other possessors in accordance with the Agreement unless the
electricity supply is in the area of the Leased Premises.


 


		10.	Limitation
                                            of liability of the Lessor in power outages 



 


		10.1.	The
                                            Lessor shall be entitled to disconnect or limit the supply of Electricity Services to the
                                            Leased Premises and to other locations in the Building and/or the Park in the following circumstances:



 


		10.1.1.	In
                                            any event of outage or limitation in the electricity supply emanating from an internal and/or
                                            external malfunction in the main electricity supply system in the Building and/or the Park,
                                            such as national or regional power outages emanating from the systems of the IEC or the internal
                                            power distribution network of the Building and/or the Park.



 


		10.1.2.	In
                                            any event in which there is danger to the body or to property.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	32	 



    

 


		10.1.3.	In
                                            any other circumstances in which the Engineer instructs that such outage is necessary.



 


		10.2.	In
                                            any event in which it is possible to notify the Lessee that there is a scheduled disruption
                                            of the provision of the Electricity Services the Lessor shall deliver advance notice in connection
                                            therewith in the manner prescribed by the Lessor.



 


		10.3.	The
                                            Lessor shall not be held liable and shall not incur any damage caused to the Lessee in respect
                                            of power outages in the circumstances specified above and/or in any other circumstances over
                                            which the Lessor has no control.



 


		11.	Contingencies
                                            



 


If
as a result of a law, regulation, order or an action performed by a government authority or any other competent authority, there is a
need, at the discretion of the Lessor, to implement any changes in the electricity supply system to the Leased Premises, the Lessor shall
implement the said changes and the Lessee shall raise no allegations and/or claims in respect of the implementation of the change as
aforesaid.


 


		12.	Determining
                                            the electric power consumed in the Leased Premises 



 


		12.1.	The
                                            amount of electric power consumed in the Leased Premises is part of the components for which
                                            the Lessee shall pay usage fees for the provision of Electricity Services.



 


		12.2.	The
                                            amount of electric power (in kWh) that the Lessee consumes in the Leased Premises shall be
                                            measured by a separate meter that will be installed in the meters cabinet in the Building
                                            and/or in any other location in the Park as determined by the Lessor.



 


		12.3.	The
                                            reading of the meter will be made by the qualified employees on behalf of the Lessor or in
                                            computerized electronic means and shall serve as conclusive evidence with relation to the
                                            amount of electricity that was consumed.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	33	 



    

 


		12.4.	In
                                            case the meter did not function properly for a certain period of time, or did not operate
                                            at all, due to a malfunction or for any other reason, or in circumstances in which the Lessee
                                            consumed electricity in the Leased Premises not by the meter or in a manner that is not agreed
                                            in accordance with the Agreement and this Appendix, the Lessor shall make a calculation of
                                            the electricity consumed during the said period of time by way of an estimate according to
                                            the consumption rate in previous periods, and in case this is unnecessary, the estimate will
                                            be made by way of a comparison to the consumption in other areas in the Park where activities
                                            that are similar to the activities of the Lessee in the Leased Premises are performed.



 


		12.5.	In
                                            case the Lessee disagrees with the estimates of the Lessor as stated in subsection 12.4 above,
                                            the Engineer shall decide in this matter and his decision may be appealed by the Lessee.



 


		12.6.	In
                                            any other circumstances in which the Lessee disagrees with the manner of calculation of the
                                            electricity consumption in the Leased Premises, the Lessee’s arguments shall be examined
                                            by the competent employees on behalf of the Lessor and in case it is found in this examination
                                            that the calculation was inaccurate for a reason that is not contingent on the Lessee, the
                                            calculation will be corrected and the Lessee will be credited and/or debited, as the case
                                            may be, in the subsequent bill with the amount required following correction of the mistake.



 


		12.7.	In
                                            any event of an inspection that is conducted at the request of the Lessee as stated above
                                            and in which it is found that the arguments of the Lessee are unfounded and that all the
                                            equipment that was installed by the Lessor works properly, the Lessee shall be required to
                                            incur the costs of the inspection in the amount that will be determined by the Lessor from
                                            time to time.



 


		13.	Termination
                                            of supply of Electricity Services during the Term of Lease 



 


		13.1.	In
                                            any event in which the Lessee defaults in payment of any of the electricity bills delivered
                                            to it, the Lessor shall be entitled to disconnect the electricity supply to the Lessee after
                                            delivery of a written notice.



 


		13.2.	In
                                            case of termination of the electricity supply as aforesaid, the Lessee shall solely incur
                                            all costs, damages and losses in respect of the said termination.



 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]



    	 	34	 



    

 


		14.	Termination
                                            of provision of Electricity Services upon expiration of the Term of Lease 



 


After
the Lessor takes possession of the Leased Premises following the evacuation of the Leased Premises by the Lessee upon expiration of the
Term of Lease or following any other circumstances in which the Lessee vacates the Leased Premises and terminates use thereof, whether
in accordance with the Agreement and whether following breach thereof, the meter connected to the Leased Premises shall be read and its
data shall be recorded. The said reading will be used in the final settling of accounts between the parties in anything related to the
calculation of the payment that is due from the Lessee to the Lessor in respect of the provision of the Electricity Services.


 


		15.	Payment
                                            in respect of the provision of Electricity Services 



 


The
rate that will be used for the purpose of charging the Lessee for the amount of electricity consumed in the Leased Premises shall be
the rate that is customary from time to time in the IEC for electricity consumption in time of use in low voltage. The foregoing shall
also apply to the payment required by the IEC as fixed payment.


 


		16.	Payment
                                            dates 



 


		16.1.	The
                                            Lessee shall be obligated to pay to the Lessor the costs of use of the Electricity Services
                                            as stated above, according to the bill that will be submitted to the Lessee once a month.



 


		16.2.	Payment
                                            for the supply of electricity shall be charged by the Lessor each month or every two months
                                            according to the customary practice in the IEC and according to the amount of electricity
                                            that was consumed. Payment will be charged in the manner that Maintenance Fees and/or rent
                                            are collected or a payment that will be made directly to the bank account of the Lessor as
                                            provided from time to time in the bills for payment on the date provided by the Lessor and
                                            in accordance with the instructions set forth by the Lessor at its discretion.



 




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    	 	35	 



    

 


		17.	Securities
                                            



 


The
securities that the Lessee shall provide in accordance with the Agreement shall also be used as a security for the payment of the amounts
that are due to the Lessor from the Lessee in respect of the provision of the Electricity Services during the current period of billing
and a security for the liability of the Lessee for the protection of the electricity equipment that was provided by the Lessor. The Lessor
shall be entitled, at its discretion, to use the securities and/or a part thereof to cover any amount that is due to the Lessor from
the Lessee in respect of the use of the Electricity Services. In case the Lessor used the securities, in whole or in part, the Lessee
shall be obligated, immediately upon receiving demand, to extend and/or make good the amounts of the securities. The provision of the
securities as aforesaid shall not derogate from any other right of the Lessor in accordance with the provisions set forth in any law,
in accordance with the Agreement and in accordance with this Appendix.


 


	[Signature
                                            and Stamp: Ayalot Investments (Ramat Vered) 1994 Ltd Company No. 512022401]
	 	[Signature
                                            and Stamp: SciVac Ltd.

    513679555]
    [Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]

	The
    Lessor 	 	The
    Lessee


 


	 	





 




    	[Signature and Stamp: SciVac Ltd. 513679555]	[Signature and Stamp: Roei Egozi, CFO, SciVac Ltd]