Exhibit
10.6


 


 


 





AGREEMENT


 


THIS AGREEMENT (this
“Agreement”) made as of the 29th day of September , 2015 (the “Effective Date”),
by and between Yitzhak Ostrovitzky of Tel Aviv, Israel (“Borrower”),
and Todos Medical Ltd., of Kibbutz
Givat Hashlosha, Israel 48800, Israel (the “Company”); and Adeline Holding Limited, a Cypriot private company
("Adeline") (hereinafter Borrower, Adeline and Company shall be referred to collectively the “Parties”
and each of them individually - a “Party”)


 


W I T N E S S E T H:


 


WHEREAS, the Borrower
requested the Company to extend to the Borrower the Loan, as defined below; and


 


WHEREAS, the Company
agreed to extend the Borrower the Loan under the terms and conditions specified herein; and


 


WHEREAS, Adeline agrees
to provide the Securities in order to secure repayment of the Loan by the Borrower, under the terms specified below;


 


NOW THEREFORE, the
Parties hereby agree as follows:


 


1.Loan


 


1.1Loan.On
the date hereof, the Company shall lend to the Borrower the aggregate sum of NIS 180,000 (one hundred eighty thousand New Israeli
Shekels) (the “Loan”). 


 


1.2Given the
short term nature of the Loan, the Loan is not linked and does not bear any interest.


 


2.Repayment


 


2.1Repayment.
The unpaid and outstanding Loan shall be due and payable to the Company, by not later than forty five (45) days from the date
hereof, i.e. by November 13, 2015 (the "Term" or the “Maturity Date"), or at an earlier
date in the event of mandatory repayment pursuant to Section 4 below.


 


2.2
Default Interest. Any delay in repaying the Loan by the Maturity Date will be deemed and will constitute as a material
breach of this Agreement. In such case the Loan will bear an a default interest of 7% per annum with respect to the period commencing
seven (7) days after the Maturity Date, without derogating from any securities that may be exercised by the Company pursuant to
the terms of this Agreement.


 


3.Securities;
Authorization to Trustee


 


3.1As
security for repayment of the Loan by the Maturity Date and performance of Borrower's obligations hereunder, Adeline is transferring
on the date hereof to Mr. Uri Sher ("Trustee"), 6,162,600 ordinary shares par value NIS 0.01 each of the Company
held by Adeline (the "Securities") to be held by the Trustee in trust to secure repayment of the Loan. Trustee
is hereby irrevocably authorized to transfer the Securities to the Company upon Company's written notice to Trustee that the Loan
has not been repaid by the Maturity Date ("Notice"). The Company and Borrower authorize Trustee to return the
Securities to the Borrower (or to any third party that the Borrower may instruct in writing) upon written notice by Company to
the Trustee that the Loan has been repaid by the Maturity Date to the Company ("Repayment Notice").


 






     


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3.2Trustee
may act in reliance upon any writing or instrument or signature which Trustee, in good faith, believes to be genuine; Trustee
may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument and may assume that
any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly
authorized to do so. Parties acknowledge that Trustee shall not be liable in any manner for the sufficiency or correctness as
to form, manner of execution, or validity of any instrument deposited pursuant to this Agreement, nor as to the identity, authority,
genuineness of signature, or right of any person executing the same, or for determining the adequacy or inadequacy of the performance
of obligations by any party hereof, either under this Agreement or any other agreement or understanding of any kind; and Trustee's
duties hereunder shall be limited to the custody and release the Securities in accordance with the terms hereof.


 


3.3Trustee
shall not in any event be liable for any mistake of fact or error of judgment, or for any act or omission of any kind.


 


3.4Parties
shall indemnify and hold Trustee harmless from and against any and all claims, liabilities, losses, actions, suits or proceedings
at law or in equity, or any other expenses, fees, or charges of any character or nature, including but not limited to reasonable
attorney's fees and the cost of defending (or, if Trustee deems it advisable, bringing) any action, suit, proceeding or claim,
whether of interpleader or otherwise, which Trustee may incur or with which Trustee may be threatened by reason of serving as
the trustee under this Agreement.


 


3.5Trustee
nomination shall be terminated upon the earlier of (a) release of the Securities to the Company upon receipt of the Notice; or
(b) release of the Securities to the Borrower (or to any third party as specified in the Repayment Notice) upon receipt of the
Repayment Notice; or (c) resignation by the Trustee from his position hereunder where the Parties will advise the Trustee to whom
to deliver the Securities within seven (7) days and in the event of no instruction by Company, Adeline and Borrower – Trustee
may transfer the Securities to whomever it may decide in good faith to continue to act as trustee according to the terms hereof.


 


4.Default.
Notwithstanding anything herein to the contrary, the entire unpaid Loan shall be due and payable at any time without any further
demand, immediately upon the occurrence of an Event of Default.


 


For the
purposes of this Section 4, an “Event of Default” shall be deemed to exist upon the occurrence of any of the
following:


 


4.1the
Borrower or Adeline file a petition in bankruptcy, a petition seeking any reorganization, arrangement, composition, or similar
relief under any law regarding insolvency or relief for debtors, or makes an assignment for the benefit of creditors;


 


4.2a
receiver, trustee, or similar officer is appointed for the business or a significant part of the property of the Borrower or Adeline,
and such appointments are not stayed, enjoined, or discharged within forty five (45) days from their commencement;


 






     


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4.3any
involuntary petition or proceeding under bankruptcy or insolvency laws is instituted against the Borrower or Adeline, and such
actions are not stayed, enjoined, or discharged within forty five (45) days from their commencement;


 


4.4Adeline
adopts a resolution for discontinuance of its business or for its liquidation, dissolution or winding-up;


 


4.5the
Borrower or Adeline are unable to pay their debts as they become due; or


 


4.6the
Borrower or Adeline are in material breach of any provision of this Agreement and same is not remedied within thirty (30) days
after the Company has notified them in writing of said breach; or


 


4.7the
levy of an attachment or the institution of execution proceedings against the whole or a substantial part of Adeline or Borrower's
assets, where such attachment or execution proceeding is not discharged within forty five (45) days.


 


Borrower
and Adeline shall notify the Company within two (2) business days of the occurrence of any such event as specified above.


 


5.Representations
and Warranties.


 


5.1.1Each
Party represents that this Agreement constitutes a legally binding obligation of such Party and is enforceable against such Party
in accordance with its respective terms.


 


5.1.2Each
Party has taken all actions and has filed all necessary filings and registrations with all governmental authorities, and has procured
(and shall maintain in force) all necessary consents, approvals and/or authorizations, in connection with the entry into, performance,
validity and enforceability of this Agreement and transactions contemplated herein.


 


5.1.3neither
the execution nor the delivery of this Agreement, nor the transactions contemplated hereby, nor compliance with the terms, conditions
and provisions thereof shall conflict with, contravene, or result in a breach of any agreement, negative pledge, any law, rule,
restriction and/or regulation, to which a Party is subject, and/or constitute a default thereunder or result in the creation of
imposition of any lien;


 


5.1.4Adeline
and Borrower represent and warrant that (a) the Securities are free and clear of all pledges, encumbrances, liens and other third
party rights and that Adeline is the sole owner of the Securities; (b) neither the Borrower nor Adeline made any commitment to
any third party to hypothecate, sell, transfer or otherwise pledge the Securities in favor of any third party; (c) the Borrower
is the sole beneficial owner of Adeline and that he has sole investment and control over the Securities; (d) Adeline is in good
standing and exists at the time of execution of this Agreement and no claims or demands are known by any of them that would possibly
result in the liquidation or insolvency or any similar actions and proceedings against Adeline.


 


5.1.5Adeline
and Borrower confirm that the Loan granted by the Company pursuant to this Agreement by no means constitute repayment of any loan
granted previously by the Borrower to the Company and Borrower does not have any right to set off any amounts owed by him hereunder
from the any amounts owed by the Company to the Borrower and Borrower specifically waives all rights and claims of set off.


 






     


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5.1.6Adeline
and Borrower acknowledge that Adv. Dana Livneh-Zemer only represented the Company in drafting this Agreement and did not represent
any of them in the negotiations or in any matter related to this Agreement. Adeline and Borrower acknowledge that they have read
and understood the terms of this Agreement and entered into this Agreement of their own free will.


 


6.Remedies
in an Event of Default.


 


6.1Upon
the occurrence and continuance of any Event of Default Company shall have all other rights and remedies available under this Agreement
and under any applicable law. The Company may apply all of the reasonable expenses including reasonable attorney's fees and legal
expenses and other expenses which may be incurred by the Company in due to the Event of Default.


 


6.2Without
derogating from the aforesaid, upon the occurrence and continuance of any Event of Default the Company: (i) shall declare that
all obligations contemplated under this Agreement, including the outstanding Loan be immediately due and payable; (ii) at its
sole and absolute discretion, may take any lawful action to exercise its rights hereunder and according to the law in order to
enable it to receive all amounts due on that date, inclusive of the appointment of a receiver or a liquidator, that shall be entitled
to all powers and authorities available under the law and may specifically set off any amount owed by Borrower or Adeline to the
Company against any amount owed by Company to any of them.


 


The failure
at any time to take any action shall not constitute a waiver of the right to make any such action at any other time.


 


7.Miscellaneous.


 


7.1Further
Actions and Cooperation. Each of the Parties hereto shall perform such further acts and execute such further documents and/or
instruments as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions
of the Parties as reflected hereby or thereby.


 


7.2Governing
Law. This Agreement shall be exclusively governed by and the laws of the State of Israel. Any dispute arising under or in
relation to this Agreement shall be exclusively resolved in the competent court of Tel Aviv, Israel and each of the Parties hereby
submits irrevocably to the jurisdiction of such court.


 


7.3Successors,
Assigns & Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors, administrators of the Parties hereto, provided that, none
of duties shall be delegated and/or none of the rights, privileges, or obligations set forth in, arising under, or created by
this Agreement, may be assigned, transferred or otherwise conveyed by either Party hereto without the prior consent in writing
of the other Party.


 






     


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7.4Entire
Agreement. This Agreement shall constitute the full and entire understanding(s) and agreement(s) between the Parties with
regard to the subject matters hereof and thereof, and supersedes all previous understanding(s) and agreement(s). The preamble,
the exhibits hereof constitute an integral part hereof.


 


7.5Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively
or retroactively and either generally or in a particular instance) only with the written consent of both Parties.


 


7.6Continuity.
All covenants, representations and warranties made in this Agreement shall continue to remain in full force and effect for as
long as this Agreement is still in effect pursuant to its terms.


 


7.7Notices.
All notices and other communications required or permitted hereunder to be given to a Party to this Agreement shall be in writing
and shall be faxed or mailed by registered or certified mail, postage prepaid, or otherwise sent by electronic mail, receipt confirmed
by recipient, or otherwise delivered by hand or by messenger, to the Party's address set forth above, or such other address with
respect to a Party as such Party shall notify each other Party in writing as above provided. Any notice sent in accordance with
this Section 7.7 shall be effective: (i) if mailed, seven (7) days after mailing; (ii) if sent by messenger, upon delivery; or
(iii) if sent via fax, upon transmission confirmation of receipt or (if transmitted and received on a non-business day) on the
first business day following transmission confirmation of receipt; or (iv) if sent by electronic mail –upon confirmation
of recipient of the electronic mail.


 


7.8Delays
or Omissions. No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default
under this Agreement shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies,
either under this Agreement or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.


 


7.9Severability.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then
such provision shall be excluded from this Agreement or the applicable other agreements and the remainder of this Agreement or
the applicable other agreements shall be interpreted as if such provision were so excluded and shall be enforceable in accordance
with its terms; provided, however, that in such event this Agreement or the applicable other agreements shall be
interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention
of the excluded provision as determined by such court of competent jurisdiction.


 


7.10Counterparts.
This Agreement may be executed in two or more counterparts, including without limitation by fax, each of which shall be deemed
an original but all of which constitute one and the same instrument.


 



     


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IN WITNESS WHEREOF
the parties have signed this Agreement in one or more counterparts as of the date first appearing above set forth.


 


 


	/s/ Rami Zigdon	 	 	/s/ Yitzhak Ostrovitzky	 
	todos medical Ltd.	 	 	Yitzhak
        Ostrovitzky



	 
	 	 	 	 	 
	By:	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	/s/ Yitzhak Ostrovitzky	 	 	 	 
	Adeline Holding Limited	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 






 


I the undersigned,
agree to serve as trustee pursuant to the terms of this Agreement


 


 





	/s/ Uri Sher	 	 	 	 
	Uri Sher	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 


 





 




     


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Todos Medical Ltd.


 (the "Company")





Unanimous Written Resolution


 Of the Board of Directors


 


Effective as of September 29, 2015


 


The undersigned, constituting all of the
members of the Company's Board of Directors, acting pursuant to Section 103 of the Companies Law, 1999, after having waived all
requirements under the law or pursuant to the Company’s Articles of Association to prior notice necessary (if necessary)
for the adoption of the following resolutions, hereby adopt the following resolutions effective as of the date first set forth
above (all capitalized terms as used herein shall have the meaning assigned to them in the Agreement, unless otherwise specifically
stated herein):


 


WHEREAS, the Borrower
requested the Company to lend the Borrower the Loan and the Company pursuant to the terms and conditions of the Agreement attached
hereto as Exhibit A (the "Loan Agreement"); and


 


WHEREAS,the Board
of Directors of the Company has determined, with respect to the Agreement to agree to extend the Loan to the Borrower given the
short term nature of the Loan and the Securities securing the repayment of the Loan;


 


NOW, THEREFORE, BE
IT RESOLVED;that the Board of Directors of the Company authorizes and approves the execution performance and delivery of the
Loan Agreement by the Company and the lending of the Loan to the Borrower under the terms of the Loan Agreement.


 


IN WITNESS WHEREOF, the undersigned have
executed this Unanimous Written Resolution of the Board of Directors of Todos Medical Ltd. as of the date first written above.


 


 


	 	 	 	 	 
	

        

        Alon Ostrovizky
	 	

        Eliezer Marmarush
	 	Judit Weingut 



 


 


 



     


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Exhibit A


 


Share Transfer Deed


 


We, the undersigned, Adeline Holding Limited,
a Cypriot private company (hereinafter the "Transferor"), hereby transfer to Uri Sher, ID number _________ as
trustee (hereinafter the "Transferee"), 6,162,600 (six million one hundred sixty two thousand six hundred) ordinary
shares par value NIS 0.01 each of Todos Medical Ltd., and the Transferee hereby accepts such transfer under the conditions of
the Agreement attached hereto.


 


IN WITNESS WHEREOF,
the Transferor and the Transferee have executed this instrument effective as of this __ day of ______, 2015.







 





 


 


	 	 	 	 	 
	Uri Sher	 	 	Adeline Holding Ltd.	 
	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 









     


     


    

 





ADDENDUM TO AGREEMENT


 


THIS ADDENDUM TO AGREEMENT
(this “Addendum”) made as of this 12 day of November, 2015 (the “Effective Date”), by and
between Yitzhak Ostrovitzky of Tel Aviv, Israel (“Borrower”),
and Todos Medical Ltd., of 1 Hamada
Street, Rehovot, Israel (the “Company”); and Adeline Holding Limited, a Cypriot private company ("Adeline")
(hereinafter Borrower, Adeline and Company shall be referred to collectively the “Parties” and each of them
individually - a “Party”)


 


 


W I T N E S S E T H:


 


WHEREAS, the Parties
entered into an agreement dated September 29, 2015 (the "Agreement") and agree to make the following changes
to the Agreement as detailed in this Addendum below; 


 


NOW THEREFORE, the
Parties hereby agree as follows:


 


		1.	Capitalized terms shall have the meaning ascribed to them in the Agreement, unless otherwise defined
herein.



 


		2.	Section 2.1 of the Agreement shall be replaced with the following:



 


"2.1Repayment.
The unpaid and outstanding Loan shall be due and payable to the Company, by not later than fifty nine (59) days from the date hereof,
i.e. by November 27, 2015 (the "Term" or the “Maturity Date"), or at an earlier date
in the event of mandatory repayment pursuant to Section 4 below."


 


		3.	All other provisions of the Agreement shall remain without change.



   


IN WITNESS WHEREOF the parties have signed
this Addendum in one or more counterparts as of the date first appearing above set forth.


 


 





	/s/ Rami Zigdon	/s/ Yitzhak Ostrovitzky 




 








	
        todos
        medical Ltd.

         

        By: Rami Zigdon                                             
	 	 Yitzhak
        Ostrovitzky
         

	 	 	 
	 	 	 
	/s/ Yitzhak Ostrovitzky	 	 
	Adeline Holding Limited	 	 
	 	 	 


I confirm.


 


/s/ Uri Sher_______________________



URI SHER