Exhibit 10.4.5

 



Addendum of   Unprotected Lease Agreement dated March 27, 2014 Made and executed in Petah   Tikva on the 4th day of November, 2018 Between: Ogen Yielding Real Estate   Ltd., Company No. 520033093 Of 3 Har Sinai St., Tel Aviv (Hereinafter: the   "Lessor") The first party; And between: PolyPid Ltd., Company No.   514105923 Of 18 HaSivim St., Petah Tikva (Hereinafter: the   "Lessee") The second party; Whereas: On March 27, 2014 the Lessee   and the Lessor signed a lease agreement in which the Lessee leased the Leased   Premises, within their meaning in the Lease Agreement (hereinafter   respectively: the "Lease Agreement" and the "Original Leased   Premises") in the Ogen complex situated in 18 HaSivim St. in Petah Tikva   (hereinafter: the "Project") and a number of Addenda to the Agreement   were signed, in which the Lessee leased additional leased areas, including   the Additional Leased Premises within their meaning in the Addendum   (hereinafter respectively: the "First Addendum" and the   "Subtracted Leased Premises"); And whereas: The Lessee requested   from the Lessor to shorten the engagement in connection with the Subtracted   Leased Premises that the Lessee leased in accordance with an addendum that   was signed on November 28, 2017 (hereinafter: the "Addendum in   connection with the Subtracted Area") which is a leased area of   approximately 747 sq.m. gross, and vacate the Subtracted Leased Premises   prior to the expiration of the original Term of Lease set out with respect to   the Subtracted Leased Premises, and all in accordance with the provisions set   forth in hereunder, and [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd. 


    




 










2 subject to   making payment for the "Customization Works Component in the Subtracted   Leased Premises" within its meaning hereunder); And whereas: In addition   to the aforesaid, at the time of signing this Addendum the Lessee wishes to   realize an option in connection with an area of 2,045 sq.m. situated in the   Tamar Building (and that is a connection of the area of the Original Leased   Premises with the addition of additional leased premises (that were added in   the Addendum dated July 1, 2014 (hereinafter: the "Leased Premises in   the Tamar Building"); And whereas: The Lessor agreed to the request of   the Lessee, beyond the letter of the law, and agreed to shorten the Term of   Lease in connection with the Subtracted Leased Premises, and all in   accordance with the agreements reached between the parties hereunder;   Therefore, it is Declared, Stipulated and Agreed between the Parties as   Follows: 1. Preamble and definitions 1.1. The preamble to this Addendum   constitutes an integral part hereof. 1.2. This Addendum constitutes an   integral part of the Lease Agreement. the other provisions set forth in the   Lease Agreement that were not expressly modified in this Addendum shall be in   effect also for the purpose of this Addendum, mutatis mutandis. 1.3. The   terms used in this Addendum shall have the meaning assigned thereto in the   Lease Agreement, unless otherwise stated expressly. 2. Conditions for the   removal of the Subtracted Leased Premises 2.1. As a basic condition for the   signing of the Lessor on this Addendum, at the time of signing this Addendum   the Lessee undertakes to perform all of the following actions cumulatively:   2.1.1. The Lessee will continue to pay the full amount of the rent,   management fees and all other current expenses in respect of the [Signed]   Ogen Yielding Real Estate Ltd. PolyPid Ltd. 


    




 










3 Subtracted   Leased Premises – until November 4, 2018 (hereinafter: the "Payments   until the End of the Year"). 2.1.2. The Lessee hereby announces   irrevocably, and in accordance with the provisions set forth in the Lease   Agreement, that it will realize the option for the Leased Premises in the   Tamar Building (within its meaning hereunder) in such manner that the lease   will be extended (from January 1, 2019 and until expiration of a period of 60   months) – and all in accordance with the provisions set forth in the   aforesaid Addendum (including the increase of prices set out therein etc.).   The consent of the Lessee as stated in the sub-section is an integral part of   the consent of the Lessor to remove the Subtracted Leased Premises. 2.1.3.   Subject to the fulfillment of the entire provisions set forth in this   Addendum by the Lessee, and beyond the letter of the law, the Lessor will   agree to receive partial reimbursement only for the performance of the works   stated in section 6 of the Addendum in connection with the Subtracted Leased   Premises (hereinafter in this sub-section: the "Works Section")   according to the following description: An amount of NIS 2.8 per 1 sq.m. per   month (in addition to statutory VAT) shall be added to the amount stated in   section 2.1.2 as of January 1, 2019 and for a period of forty-eight (48)   months in respect of the area of the Subtracted Leased Premises, whose area   is at present approximately 747 sq.m., as reimbursement of a total amount up   to the amount of NIS 100,000 (in addition to statutory VAT) in respect of the   "Works Section." In accordance with the provisions set forth above,   the Lessee will provide to the Lessor an additional guarantee in the amount   of NIS 20,098 (including VAT) in respect of the increase in the amount of the   lease contemplated in this section, for the purpose of assuring the full   payment of the amounts set out in this sub-section. The guarantee shall be   added to the other guarantees held by the Lessor, and the entire provisions   applicable to the other guarantee – shall also apply to the said guarantee.   [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd. 


    




 










4 It is   clarified that failure by the Lessee to act in accordance with the entire   provisions set forth in this Addendum will oblige the Lessee to pay for the   full costs of the Works Section and the Lessor may seek any other relief for   the purpose of this matter – in accordance with the Lease Agreement (and   Addenda thereof) and in accordance with the law. (The entire provisions set   forth in this section 2.1 including sub-sections thereof shall be referred   hereinafter collectively: the "Conditions for Returning the Subtracted   Area"). 3. Shortening the Term of Lease and vacating the Subtracted Area   3.1. Subject to the compliance of the Lessee with the Conditions for   Returning the Subtracted Area the parties agree that the Lessee will vacate   the area of the Leased Premises and will return possession therein to the   Lessor until November 4, 2018, and on the actual evacuation date of the   Leased Premises, and all to the satisfaction of the Lessor, and the Term of   Lease of the Subtracted Area will expire (while the other parts of the Leased   Premises will continue to be leased to the Lessee). 3.2. The Lessee will   continue to pay the rent, management fees and the current payments and all   other payments charged in accordance with the Lease Agreement in respect of   the Leased Premises and all until the agreed evacuation date and until the   said date the Lessee shall be obligated to act in accordance with the entire   provisions set forth in the Lease Agreement and Addenda thereof respectively   (in connection with the Subtracted Area, and in connection with the other   parts of the Leased Premises) (and the entire existing undertakings also with   respect to the dates after expiration of the Lease Agreement such as: no   cancellation/reduction of the securities in respect of the Subtracted Area   during the periods of time set out in the Agreement etc.). The bank guarantee   stated in section 8.1 of the Addendum in connection with the Subtracted Area   will be returned to the Lessee in 3 months as of November 4, 2018 and all in   accordance with and subject to the fulfillment of the provisions regarding   the return of the guarantees as stated in the aforesaid Addendum and in this   Addendum. 3.3. By signing this Addendum the Lessee waives any claim and/or   suit and/or demand of any kind against the Lessor and/or anyone acting on   their behalf [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd. 


    




 










5 in connection   with the Leased Premises and/or in connection with the works that were   performed until the signing date of this Agreement in the area of the Leased   Premises and the Project area (including any direct or indirect effect or any   effect in general) in the relevant Addendum and/or in the Lease Agreement   and/or any other matter emanating therefrom. 3.4. The Lessee acknowledges   that based on its undertaking to vacate the Leased Premises the Lessor made   commitments to other third-parties in connection with the Leased Premises and   the Project and therefore, in the event of failure to vacate the Subtracted   Leased Premises on the said date (or as stated in section 2.1.1 – whichever   is earlier) the Lessee will incur all expenses in connection with the entire   damage caused to the Lessor and/or to anyone acting on their behalf and/or to   the Leased Premises and/or to the Project as a result of failure to vacate   the Subtracted Leased Premises as stated in this Addendum, and the Lessee   will be obligated to indemnify the Lessor for any cost and/or damage caused   to the Lessor and/or to anyone acting on their behalf and/or to the Project   as a result of failure to vacate the Subtracted Leased Premises as said,   immediately upon receiving the first demand of the Lessor in connection   therewith. 3.5. It is clarified that this Agreement does not cancel and/or   modify in any manner the engagement of the parties of this Agreement in the   Lease Agreement. For the avoidance of doubt, the provisions set forth in the   Lease Agreement in connection with the other Leased Premises will continue to   be in full force and effect and unconditionally. 3.6. The provisions of   section 9 of the Addendum in connection with the Subtracted Area – will be   canceled at the time of signing this Addendum. 4. Miscellaneous 4.1. Any   modification or addition of this Addendum and the Lease Agreement shall be   null and void unless executed in writing and signed by the parties. 4.2. The   parties hereby agree that the entire provisions set forth in the Lease Agreement   that were not expressly modified herein shall continue to apply in full force   and effect and shall not be modified. [Signed] Ogen Yielding Real Estate Ltd.   PolyPid Ltd. 


    




 










6 And in   witness hereof the parties are hereby undersigned: [Signature and Stamp: Ogen   Yielding Real Estate Ltd.] [Signature and Stamp: Noam Emanuel CTO PolyPid]   The Lessor The Lessee [Signed] Ogen Yielding Real Estate Ltd. PolyPid Ltd.