Exhibit
4.9


 


	[stamp]
    State of Israel

    Israeli
    Medical

    Cannabis
    Agency

    (IMCA)
	[logo]
    [emblem of the State of Israel]

    Ministry

    of
    Health

    [illegible]

    Medical
    Cannabis Agency



 


Expiry
Date: October 12, 2021


Dealer's
Code: V-1315-060518


 


Initial
Authorization for Establishing a Site for Dealing with a Controlled Substance


 


By
virtue of the authority vested in me pursuant to the middle of Sections 6, 13-17 of the Dangerous Drugs [New Version] Ordinance, 5733
– 1973 (hereinafter: “the Ordinance”) and pursuant to the Dangerous Drugs Regulations, 5740 – 1979 (hereinafter:
“the Regulations”), an initial authorization to establish a Proliferation Farm – Cannabis Plant Proliferation (hereinafter:
“the site”) has been granted, pursuant to the following details:


 


	1.	The
                                            Applicant for the Authorization and his Details:



 


	 	1.1
                                                                                                                Entrepreneur/Corporation’s Name: Dalia Brzezinski

    1.2
    Site Address: Kochav Michael

    1. 

    1.3
    Contact Person (Name): Dalia Brzezinski
	ID/Pvt.
    Co. No: 054771613 (hereinafter: “the Applicant”)

    Farm/Estate
    Farm No 10 

    Waypoint

    ID
    No: 054771613 Tel No: 054-222-8861



 


	2.	Name
                                            of the Controlled Substance:



 


Cannabis


 


	3.	Its
                                            Form:



 


This
authorization does not constitute authorization to hold in any form.


 


It
is absolutely prohibited to hold the drug, plant, parts of it, its ingredients, or products and in any form, as long as no express license
for this has been received from the Director.


 


	4.	The
                                            Objective of the Authorization:



 


	 	4.1	To
    work toward planning/establishing/adapting a proliferation farm – cannabis plant proliferation
	 	 	 
	 	4.2	The
    Applicant declares that this authorization will not be used for any purpose not authorized and specified explicitly in this authorization.


 


	5.	Restrictions
                                            and Additional Conditions



 


	 	5.1	This
    authorization is only temporary. This authorization can be annulled at the Director’s sole discretion, or pursuant to a decision
    of the Government of Israel, without derogating from any other cause in the law for annulling the authorization.
	 	 	 
	 	5.2	This
    authorization contains nothing to impose any obligation whatsoever on the Ministry of Health or the Medical Cannabis Agency to grant
    a license for dealing in a controlled substance.
	 	 	 
	 	5.3	This
    authorization is authorization for the Applicant to commence establishing or adapting the site according to the planned occupation.
    The principles of the planning and establishment/adaptation of the business must be accomplished according to the intended occupation,
    while complying with all the relevant requirements of the law and pursuant to the quality and security requirements as detailed below:


 


	 	 	a.	Cultivation
    or proliferation of cannabis plants – as detailed in the IMC-GAP Procedure (Suitable Cultivation Conditions) and as detailed
    in the IMC-GSP Procedure (Security Conditions).


 


	 	 	It
    must be emphasized that the Applicant must comply with the security requirements at the site as detailed in the IMC-GCP Procedure
    and receive security confirmation pursuant to the type of occupation.


 


[signature]


[stamp]
Mgr Yuval Landschaft


L.N.
4023


 


The
Medical Cannabis Agency (IMCA)


 


	Israeli
    Medical Cannabis Agency

    Minister
    of Health

    PO
    Box 1176, Jerusalem 91010

    IMCA@moh.health.gov.il

    Tell
    No: *5400 Fax No: 02-647-4810
	Health
    Answering Service

    *5400
	[bilingual
    text see left column]


 




    	 



    	 



    

 





	[stamp]
    State of Israel

    Israeli
    Medical

    Cannabis
    Agency

    (IMCA)
	[logo]
    [emblem of the State of Israel]

    Ministry

    of
    Health

    [illegible]

    Medical
    Cannabis Agency



 


Expiry
Date: October 12, 2021


Dealer's
Code: V-1315-060518

 


	 	5.4	This
    authorization is non-transferable in any form whatsoever.
	 	 	 
	 	5.5	Should
    there be any change whatsoever in the ownership of the Applicant, or in the identification of the controlling shareholders, managers
    or authorized signatories on its behalf, which are detailed in this license, without receiving the IMCA’s advance written approval
    for this, the validity of this license shall expire. Regarding this Section, a change in the ownership means transfer of shares in
    any manner whatsoever, in a volume that exceeds 5% of the company’s total shares.
	 	 	 
	 	5.6	In
    view of operations in the cannabis field, and because these operations necessitate, inter alia, receipt of authorizations and/or
    licenses pursuant to the details in the Government’s Resolution 1587 Section 3a from the IMCA, including receipt of the IMCA’s
    authorization for all the dealers, managers and controlling shareholders in companies and/or their managers – the authorization
    is subject to the conditions hereto attached


 


	 	 	a.	Every
    material shareholder as defined in the Companies Law, 5759 – 1999 and/or interested party as defined in the Companies Law,
    5759 – 1999 and/or an effective interested party*and/or director and/or general manager in the company has to receive the IMCA’s
    authorization.
	 	 	 	 
	 	 	b.	No
    shares in the company may be allotted to any offeree whatsoever, which, following this allocation, will convert him into a material
    shareholder and/or interested party and/or effective interested party*, prior to receiving the IMCA’s approval for this.
	 	 	 	 
	 	 	c.	No
    director and/or general manager in the company may be appointed prior to receiving the IMCA’s approval for this.
	 	 	 	 
	 	 	d.	The
    company must amend the Company’s Articles Association so that they include an instruction, pursuant to which, if any entity/entities
    whatsoever become material shareholders and/or interested parties and/or effective interested parties*in the company by virtue of
    holding its shares or agreement between shareholders, prior to receiving the mandatory authorizations from the IMCA, the company
    shall have the right to forfeit shares and/or anesthetize some of the shares held by one or more of these shareholders, so that after
    the forfeiture and/or anesthetization of the shares, there will not be any interested party entities by virtue of holdings or by
    virtue of agreement or effective interested parties*in the company.
	 	 	 	 
	 	 	e.	The
    company must not extend the tenure of a director or its general manager, unless there is IMCA approval regarding him on the date
    of the extension.
	 	 	 	 
	 	 	f.	At
    any Annual Meeting of the company the general manager of the company must declare that all the mandatory IMCA authorizations for
    the company and dealer/dealers, manager/managers and interested party/parties as detailed in Sections a. b. and c. above exist and
    are valid on the date of the meeting and that there has not been any change in the status of the dealer/dealers, manager/managers,
    material shareholder/shareholders and interested party/parties from the time of granting the authorization/authorizations.


 


*
An effective interested party is a controlling interest in the interested party and/or a material shareholder as these are defined in
the Companies Law, 5759 – 1999.


 


	 	5.7	The
    Applicant must inform the Director immediately of any change in any of his details (address, contact person’s etc.) and receive
    the IMCA’s advance written approval for any change in the ownership of the Applicant or in the identity of the interested parties
    in it or its managers or its authorized signatories or the material shareholders.
	 	 	 
	 	5.8	The
    presence of minors at the site or in its installations is absolutely prohibited.
	 	 	 
	 	5.9	The
    provisions in the Ordinance and Regulations and any instruction and stipulation for complying with any mandatory quality conditions
    apply to the Applicant.
	 	 	 
	 	5.10	The
    Applicant must maintain regular records of all the operations regarding the establishment of the site and any additional record required
    by the Director. The records must be presented to the Director at any time that he demands this and must be presented to any other
    competent entity, according to the matter, according to the Director’s demand.
	 	 	 
	 	5.11	it
    will be possible to update the conditions and stipulations at the IMCA’s discretion and with the approval of the Dir. Gen.
    at the Health Ministry. The IMCA is entitled to publish additional instructions according to the circumstances and essence of the
    business.


 


	6.	The
                                            Validity of the Authorization:



 


	 	6.1	This
    authorization annuls any previous, other or additional authorization at the Applicant’s disposal
	 	 	 
	 	6.2	This
    authorization was granted today October 12, 2020 at the IMCA’s offices.
	 	 	 
	 	6.3	This
    authorization expires on October 12, 2021, unless annulled previously to this by the Director’s decision.


 


[signature]


[stamp]
Mgr Yuval Landschaft


L.N.
4023


Director


The
Medical Cannabis Agency IMCA


Yuval
Landschaft


Director
pursuant to the Dangerous Drugs Ordinance


 


The
Medical Cannabis Agency (IMCA)


 


	Israeli
    Medical Cannabis Agency

    Minister
    of Health

    PO
    Box 1176, Jerusalem 91010

    IMCA@moh.health.gov.il

    Tell
    No: *5400 Fax No: 02-647-4810
	Health
    Answering Service

    *5400
	[bilingual
    text see left column]