Exhibit 10.4


 


Dated 7 December 2016


 


BETWEEN


 


PROTALIX BIOTHERAPEUTICS, INC.




as the Company


 


AND


 


ALTSHULER SHAHAM TRUSTS LTD.


 


as Security Trustee 





	 	 	 




 


FORM OF SECURITY AGREEMENT/DEBENTURE



UNLIMITED IN AMOUNT 





	 	 	 


  




     


     


    

 


Contents


 


	Clause	 	Page
	 	 	 
	1.	Interpretation	2
	 	 	 
	2.	SECURED OBLIGATIONS	4
	 	 	 
	3.	Creation of FIXED Security	5
	 	 	 
	4.	Release	5
	 	 	 
	5.	Provisions relating to Transaction Security	5
	 	 	 
	6.	Restriction on Dealings	6
	 	 	 
	7.	Representations and Warranties	7
	 	 	 
	8.	Undertakings	8
	 	 	 
	9.	Voting rights, Dividends and Interest	11
	 	 	 
	10.	Prepayment	12
	 	 	 
	11.	Enforcement of Transaction Security	12
	 	 	 
	12.	Security Trustee and Receiver	13
	 	 	 
	13.	Delegation	15
	 	 	 
	14.	Preservation of Security	16
	 	 	 
	15.	Currency Conversion	18
	 	 	 
	16.	Power of Attorney	18
	 	 	 
	17.	Application of Proceeds	19
	 	 	 
	18.	Set Off	20
	 	 	 
	19.	Expenses and Indemnities	20
	 	 	 
	20.	Changes to Parties	20
	 	 	 
	21.	ENTIRE AGREEMENT; Waivers and amendments	20
	 	 	 
	22.	Miscellaneous	21
	 	 	 
	23.	Partial Invalidity	21
	 	 	 
	24.	survival	22
	 	 	 
	25.	Notices	22
	 	 	 
	26.	Counterparts	22
	 	 	 
	27.	Governing Law and Enforcement	22


 




    	 	 1	 



     


    

  


THIS SECURITY AGREEMENT/DEBENTURE is
made on the 7th day of December 2016


 


Between:


 


		(1)	PROTALIX BIOTHERAPEUTICS, INC.,
                                         a Delaware corporation (the “Company”); and



 


		(2)	ALTSHULTER SHAHAM TRUSTS LTD.,
                                         in its capacity as security trustee for the benefit of the Trustee (as defined in the
                                         Indenture (as defined below)) (on behalf of the Holders).





 


Whereas:


  


(A)         On
7 December 2016, an indenture was entered into among the Company, as Issuer, the Israeli Guarantor and the other Guarantors party
thereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee on behalf of the Holders (the “Trustee”),
and Wilmington Savings Fund Society, FSB, as Collateral Agent, pursuant to which the Company will issue the Notes to the Holders
on the terms set forth therein (the “Indenture”).


 


(B)         The
Trustee is the sole beneficiary of the trust established by the Security Trustee in connection with its role as security trustee
under this Agreement.


 


(C)         In
order to secure the full and punctual payment and performance when due of the obligations of the Company and the Guarantors under
the Note Documents, the Company has agreed to charge and pledge the Security Assets in favor of the Security Trustee in accordance
with the terms hereof.


 


(D)         All
actions, transfers and issuances under this Agreement shall be carried out by the Security Trustee in accordance with a letter
of instruction provided by the Trustee to the Security Trustee (the “Letter of Instruction”). Any and all actions
to be carried out by the Security Trustee under this Agreement will be carried out only following receipt of a Letter of Instruction.




 


It
is agreed as follows:


 


1.          Interpretation


 


1.1        Definitions




 


In this Security Agreement/Debenture (this
“Agreement”), unless the context otherwise requires:


 


		(a)	capitalized terms used but not otherwise
                                         defined in this Agreement shall have the meanings ascribed to them in the Indenture;
                                         and



 


		(b)	in addition:



 




    	 	 2	 



     


    

 


Applicable Law means:


 


		(a)	any constitution, treaty, statute,
                                         code, law, regulation, ordinance, rule, judgment, rule of law, official order, judicial
                                         order, writ, decree, request, approval, concession, grant, franchise, license, directive,
                                         guideline, policy, standard, plan or requirement; and



 


		(b)	any similar form of decision of, or
                                         determination by, or any interpretation or administration of any of the foregoing (whether
                                         or not having the force of law) of any governmental authority,



 


whether in effect as of
the date hereof or thereafter and in each case as amended, re-enacted or replaced.


 


Bankruptcy Law means Title 11,
United States Code, or any similar U.S. federal, state or non-U.S. law for the relief of debtors.


 


Collateral Agent means
Wilmington Savings Fund Society, FSB, in its capacity as collateral agent under the Indenture.


 


Equity Interest means Capital
Stock (as defined in the Indenture); provided, however, that “Equity Interests” does not include any debt security
that is convertible into, or exchangeable for, (a) Capital Stock or (b) Capital Stock and/or cash based on the value of such
Capital Stock).


 


Event of Default
means an Event of Default as set out in Section 6.01 of the Indenture, a copy of which clause is attached for information purposes
at Schedule 1 (Events of Default) to this Agreement.


 


Guarantee Law means
the Israeli Guarantee Law, 5727-1967.


 


Israeli Guarantor
means Protalix Ltd., a private limited company duly organized under the laws of the State of Israel with company number
51-190328-8 and having its registered office at Snunit 2, Carmiel 2161401, Israel.


 


NIS means
the lawful currency of the State of Israel from time to time.


 


Payment in Full
means when all obligations of the Company and the Guarantors under the Note Documents have been paid in full (other than contingent
indemnification and expense reimbursement obligations and tax gross-up or yield protection obligations which, in each case, survive
the termination of the Note Documents and in respect of which no claim has been made).


 


Permitted Liens means (i) the
Security Interests created under this Agreement and (ii) any other Security Interests in the Security Assets permitted to be created
or assumed or to exist pursuant to Section 4.16 of the Indenture.


 


Person means
any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization, or government or any agency or political subdivision thereof.


 


Pledges Law means
the Israeli Pledges Law, 5727-1967.


 




    	 	 3	 



     


    

 


Receiver means
a receiver, conservator, liquidator, trustee, administrator, custodian, assignee for the benefit of creditors, officer for the
implementation of a reorganization process (“halichei havraa”) or similar Person charged with the reorganization
or liquidation of the Company’s business.


 


Related Rights
means:


 


		(a)	subject to Clause 9 (Voting Rights,
                                         Dividends and Interest), all payments of principal, and all interest, dividends or
                                         other distributions, whether paid or payable in cash, instruments or other property from
                                         time to time received, receivable or otherwise distributed in respect of, in exchange
                                         for or upon the conversion of, and all other proceeds received in respect of, the Equity
                                         Interests in the Israeli Guarantor;



 


		(b)	subject to Clause 9 (Voting Rights,
                                         Dividends and Interest), all other rights and privileges of the Company with respect
                                         to the Equity Interests in the Israeli Guarantor; and



 


		(c)	all proceeds of any of the foregoing.



 


Secured Obligations
has the meaning given to it in Clause 2 (Secured Obligations). 


 


Secured Parties means
the Trustee, the Security Trustee, the Collateral Agent and the Holders.


 


Security Assets
means all the assets of the Company from time to time mortgaged, charged or assigned or expressed to be mortgaged, charged or
assigned pursuant to this Agreement.


 


Security Interest
means any mortgage, pledge, lien, charge (whether fixed or floating), assignment, hypothecation, deposit arrangement,
encumbrance, conditional sale, title retention, preferential right, priority, trust arrangement or security interest or any other
agreement or arrangement having a similar effect.


 


Transaction Security
means the Security Interests created or expressed to be created in favor of the Security Trustee for the benefit of the
Trustee (on behalf of the Holders) pursuant to this Agreement.


 


1.2         Construction


 


		(a)	Unless a contrary indication appears
                                         in this Agreement, the provisions of Section 1.03 of the Indenture shall apply to this
                                         Agreement as if set out in full in this Agreement.



 








		(b)	The word “asset” shall
                                         be construed to refer to any and all present and future Equity Interest in the Israeli
                                         Guarantor and Related Rights.



 


		(c)	The fact that the details of any assets
                                         in the Schedules are incorrect or incomplete shall not affect the validity or enforceability
                                         of this Agreement in respect of the assets of the Company.



 


		(d)	Headings used in this Agreement are
                                         for convenience of reference only, are not part of this Agreement and shall not affect
                                         the construction of, or be taken into consideration in interpreting, this Agreement.



 


2.           SECURED
OBLIGATIONS


 


		(a)	This Agreement secures the due and
                                         punctual payment and discharge in full of the obligations of the Company and the Guarantors
                                         under the Note Documents when due and payable, without limitation in amount, under the
                                         terms of and in the manner provided for in the Note Documents (the “Secured
                                         Obligations”).



 






    	 	 4	 



     


    

 


		(b)	The Company acknowledges to the Security
                                         Trustee that the amount secured by this Agreement is the full amount of the obligations
                                         of the Company and the Guarantors under the Note Documents.



 


3.            Creation
of FIXED Security


 


As continuing security for
the full and punctual payment or performance when due (whether at stated maturity, acceleration or otherwise) of the Secured Obligations,
the Company hereby absolutely and unconditionally charges in favor of the Security Trustee (as security trustee for the benefit
of the Trustee (on behalf of the Holders)), by way of first ranking fixed charge and first ranking assignment by way of security:


 


		(a)	all of its Equity Interests in the
                                         Israeli Guarantor (currently those Equity Interests set forth in Schedule 2 (Equity
                                         Interests)) together with all Related Rights;



 


		(b)	all of its rights to any exemption,
                                         relief or discount which may reduce or minimize any tax rate or tax liability or any
                                         part thereof (to the extent the Company is entitled to such at the date of the enforcement
                                         of the Security Assets) (the “Tax Reliefs”); and



 


		(c)	its rights to compensation (including
                                         under the Property Tax and Compensation Fund Law, 5721-1961), indemnification and any
                                         other right that it shall have against any third party for the loss, damage or expiration
                                         of the Security Assets or in relation to any Tax Reliefs.



 


4.            Release


 


Immediately after Payment in Full (but subject
to Sections 12.05 and 14.04 of the Indenture), the Security Trustee shall, after having received a Letter of Instruction from
the Trustee and at the cost of the Company, execute such notices to any applicable governmental authority as the Company may reasonably
require in order to give effect to such release.


 


5.            Provisions
relating to Transaction Security


 


		(a)	All security created under this Agreement:



 


		(i)	is created in favor of the Security
                                         Trustee for the benefit of the Trustee (on behalf of the Holders);



 


		(ii)	is, to the maximum extent permitted
                                         by Applicable Law, created over the present and future Equity Interests in the Israeli
                                         Guarantor and Related Rights;



 


		(iii)	is a continuing security for
                                         the payment, discharge and performance of all of the Secured Obligations, shall extend
                                         to the ultimate balance of all sums payable under the Note Documents regardless of any
                                         intermediate payment or discharge in whole or in part and shall remain in full force
                                         and effect until confirmation in writing by the Security Trustee (not to be unreasonably
                                         withheld) that Payment in Full has occurred; and



 


		(iv)	is in addition to, is independent
                                         of and is not in any way prejudiced or affected by any of the other Note Documents.



 




    	 	 5	 



     


    

 


		(b)	The Security Trustee or the Collateral
                                         Agent shall not be bound to enforce any other Note Document before enforcing the Security
                                         Interests created by this Agreement.



 


		(c)	If an amount paid to any Holder under
                                         any Note Document is, in the reasonable judgment of the Trustee, capable of being avoided
                                         or otherwise set aside on the liquidation or administration of the payer or otherwise,
                                         the Transaction Security and the liability of the Company under this Agreement shall
                                         continue, and such amount will not be considered to have been irrevocably paid for the
                                         purposes of this Agreement.



 


		(d)	Until Payment in Full, the Company
                                         remains liable to observe and perform all conditions and obligations assumed by it in
                                         relation to the Security Assets. The Security Trustee is under no obligation to perform
                                         or fulfill any such condition or obligation or to make any payment in respect of any
                                         such condition or obligation, unless a Letter of Instruction is provided.



 


		(e)	The exercise by the Security Trustee
                                         of any of the rights or remedies hereunder shall not release the Company from any of
                                         its liabilities or obligations under the Note Documents or any other agreement or instrument
                                         included in the Security Assets until Payment in Full. For the avoidance of doubt, until
                                         Payment in Full, the application of the Security Assets to satisfy part of the Secured
                                         Obligations shall not release the Company from its obligation to pay and perform the
                                         Secured Obligations in full.



 


		(f)	Following an Event of Default and during
                                         the continuation thereof, in the event of enforcement by the Security Trustee (acting
                                         in accordance with a Letter of Instruction) of any of the Security Assets deposited with
                                         it in accordance with the provisions of section 17(3) and 19(a) of the Pledges Law, then
                                         seven (7) Business Days advance notice to the Company regarding the steps that the Security
                                         Trustee intends to take shall be deemed to be reasonable advance notice for the purpose
                                         of section 19(b) of the Pledges Law.



 


6.           Restriction
on Dealings


 


The Company may not:


 


		(a)	create or permit to subsist any Security
                                         Interest on any of the Security Assets; or



 


		(b)	(whether by a single transaction or
                                         a number of related or unrelated transactions and whether voluntarily or involuntarily)
                                         assign, charge, lease, transfer or otherwise dispose of all or any part of its right,
                                         title and interest in and to the Security Assets,



 


in each case unless expressly permitted to
do so under the Note Documents.


 




    	 	 6	 



     


    

 


7.           Representations
and Warranties


 


7.1         General
representations and warranties


 


The Company represents and
warrants to the Security Trustee for the benefit of the Trustee (on behalf of the Holders) that:



 


		(a)	the Company has good and valid rights
                                         in and title to the Security Assets with respect to which it has purported to grant the
                                         Security Interest hereunder (other than (a) minor defects in title that do not interfere
                                         with its ability to (i) conduct its business as currently conducted or as proposed to
                                         be conducted or to utilize such properties for their intended purposes or (ii) grant
                                         a Security Interest in the Security Assets or (b) as would not reasonably be expected
                                         to have a Material Adverse Effect). The Company has full power and authority to grant
                                         to the Security Trustee, for the benefit of the Trustee (on behalf of the Holders), the
                                         Security Interest in the Security Assets and to execute, deliver and perform its obligations
                                         in accordance with the terms of this Agreement, without the consent or approval of any
                                         other Person other than (a) any consent or approval that has been obtained and (b) filings
                                         necessary to perfect the Security Interests created under this Agreement;



 


		(b)	after the date of this Agreement, no
                                         Security Asset owned by the Company will be in the possession or under the Control (as
                                         such term is defined in the Uniform Commercial Code as in effect from time to time in
                                         the State of New York) of any other Person having a claim thereto or Security Interest
                                         therein, other than a Permitted Lien;



 


		(c)	the Security Assets are free from any
                                         Security Interest or option to purchase or similar right (other than as permitted under
                                         the Note Documents);



 


		(d)	the Company has good and marketable
                                         title to all Security Assets (subject to exceptions that are, in the aggregate, not material),
                                         free and clear of any Security Interest other than Permitted Liens;



 


		(e)	there is no restriction or condition
                                         under any law or agreement which is applicable to pledging or charging the Security Assets,
                                         and the Company is permitted to charge the Security Assets, except as would not reasonably
                                         be expected to have a Material Adverse Effect;



 


		(f)	the Transaction Security creates a
                                         first ranking Security Interest over the Security Assets and is not subject to any prior
                                         ranking or pari passu ranking Security Interest (other than Permitted Liens);



 


		(g)	there is no restriction or condition
                                         under any law or agreement which is applicable to the transfer or enforcement of the
                                         Security Assets, except as would not reasonably be expected to have a Material Adverse
                                         Effect;



 


		(h)	the Company’s signature on this
                                         Agreement and the performance of all of its obligations hereunder do not conflict or
                                         contradict any ruling, order, directive or instruction of any governmental authority
                                         of any kind whatsoever and do not contravene the Company’s constitutional documents,
                                         except as would not reasonably be expected to have a Material Adverse Effect;



 


		(i)	each of the obligations expressed to
                                         be assumed by it under this Agreement are legal, valid, binding and enforceable obligations,
                                         subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
                                         affecting creditors’ rights generally and subject to general principles of equity,
                                         regardless of whether considered in a proceeding in equity or at law and have been duly
                                         authorized by all necessary corporate or other organizational action; and this Agreement
                                         has been duly executed and delivered by the Company and constitutes a legal, valid and
                                         binding obligation of the Company, enforceable against the Company in accordance with
                                         its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
                                         other laws affecting creditors’ rights generally and subject to general principles
                                         of equity, regardless of whether considered in a proceeding in equity or at law;



 




    	 	 7	 



     


    

 


		(j)	Schedule 2 (Equity Interests)
                                         sets forth, as of the Issue Date, a true and complete list of all of the Equity Interests
                                         owned by the Company in the Israeli Guarantor;



 


		(k)	the Israeli Guarantor is a wholly-owned
                                         Subsidiary of the Company, beneficially and of record, and the Equity Interests held
                                         by the Company in the Israeli Guarantor are fully paid and nonassessable; and



 


		(l)	as of the date of this Agreement, no
                                         Event of Default has occurred nor, to the best of the Company’s knowledge, have
                                         any circumstances occurred which, with the passage of time or following the provision
                                         of any notice or warning, shall constitute an Event of Default.



 


7.2         Times
for making representations and warranties


 


The representations and warranties set out
in this Agreement are:


 


		(a)	made by the Company on the date of
                                         this Agreement; and



 


		(b)	(unless expressed to be given at a
                                         specific date) deemed to be repeated by the Company on each date prior to Payment in
                                         Full on which any of the representations and warranties set out in the Note Documents
                                         are repeated,



 


in each case by reference to the circumstances
existing at such time.


 


8.           Undertakings


 


8.1         General
Undertakings


 


The Company hereby undertakes to the Security
Trustee for the benefit of the Trustee (on behalf of the Holders) from the date of this Agreement until Payment in Full:


 


		(a)	to deliver to the Security Trustee:



 


		(i)	on the Issue Date, all share certificates
                                         relating to the Security Assets, together with executed but undated deeds of transfer
                                         in respect of all Equity Interests held by the Company in the Israeli Guarantor (in a
                                         form reasonably satisfactory to the Security Trustee); and



 


		(ii)	as promptly as practicable and,
                                         in any event, within 30 days (or such longer period as the Security Trustee may agree
                                         to in writing) after the acquisition thereof, any additional share certificates relating
                                         to new Equity Interests held by the Company in the Israeli Guarantor, together with new
                                         executed but undated deeds of transfer in respect of such additional Equity Interests
                                         (in a form reasonably satisfactory to the Security Trustee;



 


		(b)	to the extent the Israeli Guarantor
                                         issues any noncash dividends, interest, principal or other distributions that would constitute
                                         Security Assets, whether resulting from a subdivision, combination or reclassification
                                         of the issued and outstanding Equity Interests in the Israeli Guarantor or received in
                                         exchange for Equity Interests in the Israeli Guarantor or any part thereof, or in redemption
                                         thereof, or as a result of any merger, consolidation, acquisition or other exchange of
                                         assets to which the Israeli Guarantor may be a party or otherwise, such noncash dividends,
                                         interest, principal or other distributions shall be and become part of the Security Assets
                                         and, if required by the Security Trustee, the Company shall promptly duly execute and
                                         deliver a supplement to this Agreement or an additional Security Document in respect
                                         of such noncash dividends, interest, principal or other distributions;



 




    	 	 8	 



     


    

 


		(c)	to procure that the Security Interests
                                         created in favor of the Security Trustee under this Agreement are noted in the register
                                         of shareholders of the Israeli Guarantor;



 


		(d)	on the Issue Date, to furnish an irrevocable
                                         notice to the Israeli Guarantor, countersigned by the Israeli Guarantor, in the form
                                         attached as Schedule 3 (Irrevocable Instructions) to this Agreement;



 


		(e)	not to sell, transfer, assign, lease,
                                         borrow, rent, provide or remove from its possession any of the Security Assets or any
                                         related right and not to permit any other Person to make use of any Security Asset in
                                         any way or provide any other Person an attorney of power or proxy in connection with
                                         the Security Assets, in each case, unless permitted to do so under the Note Documents;



 


		(f)	the Company shall, at its own expense,
                                         use commercially reasonable efforts to defend the Security Interests granted to the Security
                                         Trustee in the Security Assets and the priority thereof against any Person asserting
                                         any Security Interest not permitted under the Note Documents;



 


		(g)	the Security Trustee may discharge
                                         past due Taxes, assessments, charges, fees and Security Interests at any time levied
                                         or placed on the Security Assets that are not permitted under the Note Documents, and
                                         may pay for the maintenance and preservation of the Security Assets to the extent the
                                         Company fails to do so as required by this Agreement or the other Note Documents after
                                         the Security Trustee has requested in writing that the Company does so and the Company
                                         fails to do so within five (5) Business Days, and the Company agrees to reimburse the
                                         Security Trustee reasonably promptly on demand for any reasonable payment made or any
                                         reasonable expense incurred by the Security Trustee pursuant to the foregoing authorization
                                         (and any such payment made or expense waived shall constitute a Secured Obligation);
                                         provided, however that nothing in this Clause 8.1(g) shall be interpreted as excusing
                                         the Company from the performance of, or imposing any obligation on the Security Trustee
                                         to cure or perform, any covenants or other obligations of the Company with respect to
                                         Taxes, assessments, charges, fees and Security Interests and maintenance as set forth
                                         herein or in the other Note Documents;



 


		(h)	the Security Trustee shall not have
                                         any responsibility for, or liability for its failure in, observing or performing any
                                         obligations to be observed and performed by the Company under any contract, agreement
                                         or instrument relating to the Security Assets, and the Company agrees to indemnify and
                                         hold harmless the Security Trustee from and against any and all liability for such performance;



 


		(i)	upon an Event of Default and after
                                         receiving written notice from the Security Trustee (acting in accordance with a Letter
                                         of Instruction) with respect thereto, to provide the Security Trustee or a bailee on
                                         its behalf the Security Assets, in whole or in part, in accordance with and subject to
                                         the provisions of the Note Documents; and



 


		(j)	so long as any of the Secured Obligations
                                         (other than inchoate Secured Obligations) remain unsatisfied:



 




    	 	 9	 



     


    

 


		(i)	from time to time, at the Company’s
                                         expense, execute, deliver, file and record any statement, assignment, instrument, document,
                                         agreement or other paper and take any other action (including any filings in connection
                                         with the recordation of the Security Interest of the Security Trustee in any Intellectual
                                         Property) that from time to time may be commercially reasonable, necessary or desirable,
                                         or that the Security Trustee may reasonably request, in order to:



 


		(A)	create, preserve, perfect, confirm
                                         or validate the Transaction Security on the Security Assets; or



 


		(B)	enable the Security Trustee to exercise
                                         and enforce any of its rights, powers and remedies with respect to any of the Security
                                         Assets; and



 


		(ii)	promptly upon request, provide
                                         to the Security Trustee all information and evidence concerning the Security Assets that
                                         the Security Trustee may reasonably request from time to time to enable it to enforce
                                         the provisions of this Agreement.



 


8.2         Notice
Obligations


 


The Company hereby undertakes to the Security
Trustee for the benefit of the Trustee (on behalf of the Holders) from the date of this Agreement until Payment in Full, to notify
the Security Trustee in writing as soon as possible after it becomes aware of any of the following (in each case pursuant to or
within the meaning of any Bankruptcy Law):


 


		(a)	the Company (i) commences a voluntary
                                         case, (ii) consents to the entry of an order for relief against it in an involuntary
                                         case, (iii) consents to the appointment of a Receiver for it or for any substantial part
                                         of its property, (iv) makes a general assignment for the benefit of its creditors or
                                         (v) generally is not paying its debts as they become due; or



 


		(b)	a court of competent jurisdiction enters
                                         an order or decree under any Bankruptcy Law that (i) is for relief against the Company
                                         in an involuntary case or proceeding, (ii) appoints a Receiver for the Company or
                                         for any substantial part of its property or (iii) orders the winding up or liquidation
                                         of the Company and, in each case, such order or decree remains unstayed and in effect
                                         for 60 days.



 


8.3         Security
Trustee’s right to perform


 


If the Company for any reason
whatsoever fails to duly and punctually observe or perform or comply with any of its obligations under this Agreement, including
under this Clause ‎8 (Undertakings), after the Security Trustee (acting in accordance with a Letter of Instruction)
has requested in writing that the Company do so and the Company fails to do so within five (5) Business Days, the Security Trustee
shall have the power, on behalf of or in the name of the Company or otherwise, after having received a Letter of Instruction,
to perform the obligation and to take any steps which the Trustee may consider appropriate with a view to remedying, or mitigating
the consequences of the failure, but without in any way becoming liable therefor (other than as a result of its bad faith, gross
negligence or willful misconduct) and provided that the exercise of this power, or the failure to exercise it, shall in no circumstances
prejudice the Security Trustee’s rights hereunder. The Company shall reimburse the Security Trustee for any damage, loss,
costs or expenses incurred in connection with exercising its right under this Clause ‎8.3.


 




    	 	 10	 



     


    

 


9.            Voting
rights, Dividends and Interest


 


		(a)	Unless and until an Event of Default
                                         shall have occurred and be continuing and, other than in the case of an Event of Default
                                         under Section 6.01(a)(xiii) or (xiv) of the Indenture, the Security Trustee (acting in
                                         accordance with a Letter of Instruction) shall have provided written notice to the Company
                                         that the Company’s rights, in whole or in part, under this Clause 9 are being suspended:



 


		(i)	the Company shall be entitled to
                                         exercise any and all voting and/or other consensual rights and powers inuring to the
                                         Equity Interests in the Israeli Guarantor or any part thereof for any purpose not inconsistent
                                         with the terms of this Agreement and the other Note Documents; and



 


		(ii)	the Company shall be entitled
                                         to receive and retain any and all dividends, interest, principal and other distributions
                                         paid on or distributed in respect of the Security Assets; provided that any noncash dividends,
                                         interest, principal or other distributions that would constitute Security Assets, whether
                                         resulting from a subdivision, combination or reclassification of the issued and outstanding
                                         Equity Interests in the Israeli Guarantor or received in exchange for Equity Interests
                                         in the Israeli Guarantor or any part thereof, or in redemption thereof, or as a result
                                         of any merger, consolidation, acquisition or other exchange of assets to which the Israeli
                                         Guarantor may be a party or otherwise, shall be and become part of the Security Assets
                                         and, if received by the Company, required to be delivered to the Security Trustee hereunder,
                                         shall be held in trust for the benefit of the Security Trustee and the other Secured
                                         Parties and shall be forthwith delivered to the Security Trustee in the form in which
                                         they shall have been received (with any endorsements, stock or note powers, deeds of
                                         transfer and other instruments of transfer reasonably requested by the Security Trustee).



 


		(b)	Upon the occurrence and during the
                                         continuance of an Event of Default, and, other than in the case of an Event of Default
                                         under Section 6.01(a)(xiii) or (xiv) of the Indenture, after the Security Trustee (acting
                                         in accordance with a Letter of Instruction) shall have provided written notice to the
                                         Company of the suspension of the Company’ rights under Clause 9(a)(i) above, all
                                         rights of the Company to exercise the voting and consensual rights and powers it is entitled
                                         to exercise pursuant to Clause 9(a)(i) above, shall thereupon become vested in the Security
                                         Trustee, which shall have the sole and exclusive right and authority to exercise such
                                         voting and consensual rights and powers, according to instructions provided in the Letter
                                         of Instructions. After all Events of Default have been cured or waived, all rights vested
                                         in the Security Trustee pursuant to this paragraph (b) shall cease, the Company shall
                                         have the exclusive right to exercise the voting and consensual rights and powers they
                                         would otherwise be entitled to exercise prior to such vesting.



 




    	 	 11	 



     


    

 


		(c)	Upon the occurrence and during the
                                         continuance of an Event of Default, and, other than in the case of an Event of Default
                                         under Section 6.01(a)(xiii) or (xiv) of the Indenture, after the Security Trustee (acting
                                         in accordance with a Letter of Instruction) shall have provided written notice to the
                                         Company of the suspension of the Company’s rights under Clause 9(a)(ii) above,
                                         all rights of the Company to dividends, interest, principal or other distributions that
                                         the Company is authorized to receive pursuant to Clause 9(a)(ii) above, shall thereupon
                                         become vested in the Security Trustee, which shall have the sole and exclusive right
                                         and authority to receive and retain such dividends, interest, principal or other distributions.
                                         All dividends, interest, principal and other distributions received by the Company contrary
                                         to the provisions of this Clause 9 shall be held in trust for the benefit of the Security
                                         Trustee and the other Secured Parties, shall be segregated from other property or funds
                                         of the Company and shall be forthwith delivered to the Security Trustee upon written
                                         demand in the form in which they shall have been received (with any necessary endorsements,
                                         stock powers or other instruments of transfer). Any and all money and other property
                                         paid over to or received by the Security Trustee pursuant to the provisions of this Clause
                                         9(c) shall be retained by the Security Trustee in an account to be established by the
                                         Security Trustee for the benefit of the Trustee (on behalf of the Holders) upon receipt
                                         of such money or other property, shall be held as security for the payment of the Secured
                                         Obligations and shall be applied in accordance with the provisions of Clause 17
                                         (Application of Proceeds). After all Events of Default have been cured or waived,
                                         the Security Trustee shall within reasonable time repay to the Company (without interest)
                                         all dividends, interest, principal or other distributions that the Company would otherwise
                                         have been permitted to retain pursuant to the terms of Clause 9(a)(ii) above and that
                                         remain in such account and the Company will have the right to exercise the voting and
                                         consent rights that the Company would otherwise be entitled to exercise pursuant to the
                                         terms of Clause 9(a) above.



 


		(d)	The Company hereby appoints the Security
                                         Trustee as its proxy in respect of the Equity Interests in the Israeli Guarantor and
                                         any Related Rights owned by it, such that the Security Trustee shall be entitled, upon
                                         the voting and consensual rights and powers becoming vested in the Security Trustee and
                                         the delivery of a Letter of Instruction in such respect: (i) to vote the Equity Interests
                                         in the Israeli Guarantor owned by the Company in the Company’s name and on the
                                         Company’s behalf on all resolutions of the shareholders of the Israeli Guarantor
                                         in any general meeting, extraordinary meeting or any other shareholder meeting (including
                                         any adjourned meeting) held from to time; (ii) to appoint directors to the board of directors
                                         of the Israeli Guarantor in the Company’s name and on the Company’s behalf
                                         and (iii) to exercise all other shareholders’ rights in respect of the Equity Interests
                                         in the Israeli Guarantor and any Related Rights owned by the Company, in each case, in
                                         such manner as the Security Trustee may deem fit.



 


10.         Prepayment


 


Other than as expressly
permitted under the Note Documents, neither the Company nor any Person having a right liable to be affected by the pledges and
charges hereby created or the enforcement thereof shall have any right under section 13(b) of the Pledges Law or any other statutory
provisions in substitution therefor.


 


11.         Enforcement
of Transaction Security


 


11.1      Timing
and manner of enforcement


 


		(a)	The Transaction Security shall become
                                         enforceable immediately:



 


		(i)	upon the occurrence and during
                                         the continuation of an Event of Default and after the Security Trustee has notified the
                                         Company in writing that it intends to exercise remedies; or



 


		(ii)	upon the appointment of a Receiver
                                         over any of the assets of the Company.



 




    	 	 12	 



     


    

 


		(b)	Without prejudice to any specific provisions
                                         contained in this Agreement, immediately after the Transaction Security has become enforceable,
                                         the Security Trustee may enforce all or any part of the Transaction Security as instructed
                                         by the Trustee in the Letter of Instruction.



 


		(c)	None of the Security Trustee, the Collateral
                                         Agent, the Trustee or any Holder shall be liable to the Company for any loss arising
                                         from the manner in which the Security Trustee enforces or refrains from enforcing the
                                         Transaction Security.



 


11.2       Protection
of third parties


 


		(a)	No Person (including a purchaser) dealing
                                         with the Security Trustee or a Receiver or any of its or their respective agents shall
                                         be concerned to enquire:



 


		(i)	whether the Secured Obligations
                                         have become payable;



 


		(ii)	whether any power which the Security
                                         Trustee or such Receiver may purport to exercise has become exercisable or is being properly
                                         exercised;



 


		(iii)	whether any amount remains due
                                         under the Note Documents; or



 


		(iv)	how any money paid to the Security
                                         Trustee or to the Receiver is to be applied.



 


		(b)	The receipt by the Security Trustee
                                         or any Receiver of any moneys paid to the Security Trustee or such Receiver by any Person
                                         (including a purchaser) shall be an absolute and conclusive discharge and shall relieve
                                         any Person dealing with the Security Trustee or such Receiver of any obligation to see
                                         to the application of any moneys paid to or at the direction of the Security Trustee
                                         or such Receiver.



 


		(c)	In paragraphs (a) and (b) above, purchaser
                                         includes any Person acquiring, for money or money’s worth, any interest
                                         or right whatsoever in relation to any Security Asset.



 


12.         Security
Trustee and Receiver


 


12.1       Security
Trustee


 


		(a)	If an Event of Default occurs and the
                                         Security Trustee (acting in accordance with a Letter of Instruction) gives notice to
                                         the Company that the Transaction Security is enforceable, the Security Trustee shall
                                         be entitled to take all such steps, as instructed by the Trustee in the Letter of Instruction,
                                         as it sees fit to collect the total amount outstanding under the Secured Obligations
                                         and to enforce, at the Company’s expense, any of the Security Interests created
                                         under this Agreement by any means allowed by Applicable Law including, without limitation:



 


		(i)	exercising any of the rights, remedies
                                         and powers available to it under Applicable Law (including under Article 6 of the Indenture);
                                         and



 


		(ii)	appointing or applying to the
                                         competent court for appointment of a Receiver (as set out in Clause 12.2 (Receiver)).



 


		(b)	To the extent permitted by Applicable
                                         Law, all or any of the powers, authorities and discretions which are conferred by this
                                         Agreement upon a Receiver may be exercised by the Security Trustee (acting in accordance
                                         with a Letter of Instruction) following an Event of Default without first appointing
                                         a Receiver or notwithstanding the appointment of a Receiver.



 




    	 	 13	 



     


    

 


Without derogating
from the above, following an Event of Default and after receiving a Letter of Instruction, the Security Trustee shall be entitled
to exercise any right charged or pledged hereunder in the same manner in which the Company would be entitled to exercise such
right in accordance with the terms of section 20 of the Pledges Law.


 


		(c)	Subject to Applicable Law and without
                                         derogating from subclauses (a) and (b) above, and after receiving a Letter of Instruction,
                                         the Security Trustee shall be entitled, in any proceedings concerning the bankruptcy,
                                         liquidation, winding up or receivership (or similar proceedings) of the Company, to:



 


		(i)	demand, claim, collect and enforce
                                         and prove the Secured Obligations and give acquittal thereunder;



 


		(ii)	file any claims and proofs, give
                                         receipts and take all such proceedings and do all such things as the Security Trustee
                                         sees fit to recover the Secured Obligations; and



 


		(iii)	receive all distributions on
                                         and payments with respect to the Secured Obligations.



 


		(d)	The Company irrevocably makes, constitutes
                                         and appoints the Security Trustee (and its designees) as the Company’s true and
                                         lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the
                                         continuance of an Event of Default and written notice to the Company of its intent to
                                         exercise its remedies under Article 6 of the Indenture, of making, settling and adjusting
                                         claims in respect of the Security Assets under policies of insurance, endorsing the name
                                         of the Company on any check, draft, instrument or other item of payment for the proceeds
                                         of such policies of insurance. All sums disbursed by the Security Trustee in connection
                                         with this paragraph, including reasonable out-of-pocket attorneys’ fees, court
                                         costs, expenses and other charges relating thereto, shall be payable reasonably promptly
                                         upon demand by the Company to the Security Trustee and shall constitute Secured Obligations.
                                         Notwithstanding the foregoing, so long as no Event of Default shall have occurred and
                                         be continuing, all insurance payments, proceeds of insurance and any awards arising from
                                         condemnation of any Security Assets received by the Security Trustee in connection with
                                         any loss, damage or destruction of any Security Assets shall be transferred to the Company.



 


		(e)	The Security Trustee shall have all
                                         powers necessary to preserve the Security Assets and the Security Interests created hereby
                                         and to take all such steps for such purpose at the Company’s expense.



 


12.2       Receiver


 


		(a)	The Receiver shall have all powers
                                         conferred by Applicable Law, including, among others, the following rights, powers and
                                         discretions:



 


		(i)	to receive the Security Assets
                                         or any part thereof, seize possession of and eject any Person and thing situated thereon,
                                         on behalf of the Company;



 


		(ii)	to carry on the Company’s
                                         business as it deems fit;



 




    	 	 14	 



     


    

 


		(iii)	to sell or agree to the sale
                                         of the Security Assets in whole or in part, or otherwise dispose of the same on such
                                         conditions as he deems fit, and apply the proceeds thereof towards the Secured Obligations;



 


		(iv)	to enforce, collect and take such
                                         action as will be required vis-à-vis the various authorities to exercise the Company’s
                                         tax rights in respect of the Security Assets, including obtaining an exemption or discount
                                         or concession or right to set off losses, of any kind whatsoever; and



 


		(v)	to effect any other act in relation
                                         to the Security Assets in its entirety or in part, as he deems fit, to take immediate
                                         possession of and collect any Security Assets and to require payment to it or to the
                                         Security Trustee of any monetary claims or credit balance on any account.



 


		(b)	The Company alone shall be responsible
                                         for the acts and omissions of the Receiver (other than for the Receiver’s gross
                                         negligence or willful misconduct) and for the Receiver’s remuneration. Under no
                                         circumstances shall the Security Trustee, the Collateral Agent, the Trustee or any Holder
                                         be responsible for the acts and omissions of the Receiver or for the Receiver’s
                                         remuneration.



 


12.3       Security
Trustee and Receiver


 


		(a)	Neither the Security Trustee nor the
                                         Receiver, nor any of their respective agents, managers, officers, employees, delegates,
                                         and advisers shall be liable for any claim, demand, liability, loss, damage, cost or
                                         expense which arises out of the exercise or the attempted or purported exercise or the
                                         failure to exercise any of their respective rights, powers and discretions under this
                                         Agreement in the absence of gross negligence or willful misconduct.



 


		(b)	Neither the Security Trustee nor any
                                         Receiver, nor any of their respective agents, managers, officers, employees, delegates,
                                         and advisers shall be under any duty to exercise any of their respective rights, powers
                                         and discretions under this Agreement.



 


		(c)	To the extent permitted by Applicable
                                         Law, the Company hereby waives any requirements with respect to notice, form or the terms
                                         of the exercise by the Security Trustee, the Receiver, or any of their respective agents,
                                         managers, officers, employees, delegates, and advisers of their respective rights, powers
                                         and discretions under this Agreement, except as expressly provided otherwise in the Note
                                         Documents.



 


13.         Delegation


 


		(a)	To the extent permitted by Applicable
                                         Law, the Security Trustee or any Receiver may delegate by power of attorney or in any
                                         other manner to any Person any right, power or discretion exercisable by it under this
                                         Agreement.



 


		(b)	Any delegation under this Clause 13
                                         may be made upon such terms (including the power to sub-delegate) and subject to such
                                         conditions and regulations as the Security Trustee or any Receiver may consider fit.



 


		(c)	Neither the Security Trustee nor any
                                         Receiver shall be in any way liable or responsible to the Company for any claim, expense,
                                         demand, loss or liability arising from any act, default, omission or misconduct on the
                                         part of any delegate.



 




    	 	 15	 



     


    

 


		(d)	References in this Agreement to the
                                         Security Trustee or a Receiver shall be deemed to include references to any delegate
                                         of the Security Trustee or Receiver appointed in accordance with this Clause 13.



 


14.         Preservation
of Security


 


14.1       Guarantee
and Indemnity


 


To the extent enforcement of the Transaction
Security or the guarantee provided under this Agreement becomes unenforceable, invalid or illegal, the Company, as an independent
and primary obligation, hereby indemnifies the Security Trustee promptly on demand against any claim, expense, demand, cost, loss
or liability it incurs as a result of the Company not paying any amount which would, but for such unenforceability, invalidity
or illegality, have been payable by it under any Note Document on the date when it would have been due.


 


14.2       Reinstatement


 


		(a)	If any payment by the Company or any
                                         discharge or release given by the Security Trustee, the Collateral Agent or the Trustee
                                         on behalf of the Holders (whether in respect of the obligations of any Person or any
                                         security for such obligations or otherwise) is avoided or reduced as a result of insolvency
                                         or any similar event:



 


		(i)	the liability of the Company and
                                         the relevant security shall continue as if such payment, discharge, release, avoidance
                                         or reduction had not occurred; and



 


		(ii)	the Security Trustee, the Collateral
                                         Agent or the Trustee on behalf of the Holders, as applicable, shall be entitled to recover
                                         the value or amount of such security or payment from the Company, as if such payment,
                                         discharge, avoidance or reduction had not occurred.



 


		(b)	The Security Trustee (acting in accordance
                                         with a Letter of Instruction) may concede or compromise any claim that any payment, security
                                         or other disposition is liable to avoidance or restoration.



 


14.3       Waiver
of defenses


 


None of the obligations of the Company under
this Agreement or any Transaction Security shall be affected by any act, omission, matter or thing (whether or not known to the
Company, the Security Trustee, the Collateral Agent, the Trustee or any Holder) which, but for this provision, would reduce, release,
prejudice or provide a defense to any of those obligations including:


 


		(a)	any time, waiver, release or consent
                                         granted to, or composition with, the Company, any Guarantor or any other Person;



 


		(b)	the release of the Company, any Guarantor
                                         or any other Person under the terms of any composition or arrangement with any creditor
                                         of the Company, such Guarantor or such other Person, as applicable;



 


		(c)	the taking, variation, compromise,
                                         exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce,
                                         any rights against, or security over the assets of, the Company, any Guarantor or any
                                         other Person;



 




    	 	 16	 



     


    

 


		(d)	any non-presentation or non-observance
                                         of any formality or other requirement in respect of any instrument or any failure to
                                         enforce the full value of any rights against, or security over the assets of, the Company,
                                         any Guarantor or any other Person;



 


		(e)	any incapacity or lack of power, authority
                                         or legal personality of, or dissolution or change in, the members or status of the Company,
                                         any Guarantor or any other Person;



 


		(f)	any amendment (however fundamental
                                         and including any amendment that may increase the liability of the Company, any Guarantor
                                         or any other Person) or replacement of any Note Document or any other document or security;



 


		(g)	any unenforceability, illegality or
                                         invalidity of any obligation of any Person under any Note Document or any other document
                                         or security; or



 


		(h)	any insolvency or similar proceedings.



 


For the avoidance of doubt,
without derogating from the remainder of this Clause 14.3, the Company hereby expressly waives all rights and defenses under sections
4(b), 4(c), 5, 6, 7(b), 8, 9, 11, 12, 15 and 17 of the Guarantee Law, and all rights and defenses under sections 7(b) and 13(b)
of the Pledges Law, and confirms that the provisions of the Guarantee Law and the Pledges Law affording such rights or defenses
to the Company shall not apply to the rights granted to the Security Trustee under this Agreement.


 


14.4       Immediate
recourse


 


		(a)	The Company waives any right it may
                                         have of first requiring the Security Trustee to proceed against or enforce any other
                                         rights or security or claim payment from any Person before claiming from or enforcing
                                         against the Company under this Agreement.



 


		(b)	The waiver in this Clause 14.4 applies
                                         irrespective of any Applicable Law or any provision of any Note Document to the contrary.



 


14.5       Appropriations


 


On and after the occurrence of, and during
the continuation of, an Event of Default and until Payment in Full, the Security Trustee (acting in accordance with a Letter of
Instruction) may, subject to Applicable Law:


 


		(a)	refrain from applying or enforcing
                                         any other moneys, security or rights held or received by the Security Trustee (or any
                                         trustee or agent on its behalf) in respect of such amounts, or apply and enforce the
                                         same in such manner and order as it considers fit (whether against those amounts or otherwise)
                                         and the Company shall not be entitled to the benefit of the same; and



 


		(b)	hold in an interest-bearing suspense
                                         account any moneys received from the Company or on account of the Company’s liability
                                         under this Agreement.



 


14.6       Additional
security/non-merger


 


		(a)	The Transaction Security is in addition
                                         to and not in substitution for or derogation of, and shall not be merged into or in any
                                         way be excluded or prejudiced by, any other Security Interest (whether given by a Company
                                         or otherwise) at any time held by or on behalf of the Security Trustee in respect of
                                         or in connection with any or all of the Secured Obligations.



 




    	 	 17	 



     


    

 


15.         Currency
Conversion


 


		(a)	If any of the Security Trustee, the
                                         Collateral Agent or the Trustee on behalf of the Holders receives any amounts due to
                                         it under any Note Document in a currency other than the currency in which any payment
                                         obligation is expressed to be payable (the “Other Currency”), the
                                         Security Trustee, the Collateral Agent or the Trustee on behalf of the Holders, as applicable,
                                         may convert the Other Currency into the currency necessary for the full or partial discharge
                                         of the Secured Obligations.



 


		(b)	For the purposes of this Clause 15,
                                         the rate of exchange shall be set in accordance with normal banking procedures in the
                                         relevant jurisdiction in which the exchange is to occur at the time elected in the sole
                                         discretion of the Security Trustee, the Collateral Agent or the Trustee on behalf of
                                         the Holders, as applicable, with all fees, costs and expenses associated with such exchange
                                         to be borne by the Company.



 


16.         Power
of Attorney


 


16.1       Appointment


 


The Company irrevocably appoints the Security
Trustee and each Receiver severally as its attorney, with full power of substitution, on its behalf and in its name or otherwise,
at such time and in such manner as the attorney considers fit, but subject to receiving a Letter of Instruction:


 


		(a)	subject to and in accordance with Clause
                                         8.3 (Security Trustee’s right to perform), prior to the occurrence
                                         of an Event of Default, to do anything which the Company is obligated to do under this
                                         Agreement (but has not done);



 


		(b)	to demand, sue for, collect, receive
                                         and give acquittance for any and all monies due or to become due upon or by virtue thereof;



 


		(c)	to settle, compromise, compound, prosecute
                                         or defend any action or proceeding with respect thereto;



 


		(d)	to sell, lease, license or otherwise
                                         dispose of the same or the proceeds or avails thereof, as fully and effectually as if
                                         the Security Trustee were the absolute owner thereof;



 


		(e)	to extend the time of payment of any
                                         or all thereof and to make any allowance or other adjustment with reference thereto;
                                         and



 


		(f)	on and after the occurrence of, and
                                         during the continuation of, an Event of Default, to do anything which the Company is
                                         obligated to do under this Agreement.



 


16.2       Ratification


 


		(a)	The Company ratifies and confirms and
                                         agrees to ratify and confirm whatever any attorney shall do in the exercise or purported
                                         exercise of the power of attorney granted by it in Clause 16.1 (Appointment).



 


		(b)	The Company hereby releases the Security
                                         Trustee and any Receiver in advance from all liability should the Security Trustee or
                                         such Receiver not exercise any of the powers conferred upon the Security Trustee or such
                                         Receiver under the power of attorney created in Clause 16.1 (Appointment).



 




    	 	 18	 



     


    

 


		(c)	The Company hereby waives in advance
                                         any claims or demands against the Security Trustee and any Receiver on account of, or
                                         in connection with any claim demands, actions, suits, proceeding, negotiation or arrangement,
                                         made by the Security Trustee under the powers granted to it under this Clause 16except
                                         as resulting from the Security Trustee’s gross negligence, bad faith or willful
                                         misconduct or material breach of this Agreement or that of any of its Affiliates, directors,
                                         officers, employees, advisors, agents, controlling persons or other representatives (as
                                         determined by a court of competent jurisdiction in a final and non-appealable decision).



 


17.         Application
of Proceeds


 


17.1      
Order of application


 


		(a)	The Security Trustee shall apply the
                                         proceeds of any collection, sale, foreclosure or other enforcement of any Security Asset,
                                         including any Security Asset consisting of cash, as follows:



 


		(i)	first, to the payment
                                         of all reasonable and documented out-of-pocket costs and expenses incurred by the Security
                                         Trustee in connection with such collection, sale, foreclosure or enforcement or otherwise
                                         in connection with this Agreement, any other Note Document or any of the Secured Obligations,
                                         including all court costs and the reasonable and documented out-of-pocket fees and expenses
                                         of its agents and legal counsel, the repayment of all advances made by the Security Trustee
                                         hereunder or under any other Note Document on behalf of the Company and any other reasonable
                                         and documented out-of-pocket costs or expenses incurred in connection with the exercise
                                         of any right or remedy hereunder or under any other Note Document;



 


		(ii)	second, to the payment
                                         in full of the Secured Obligations; and



 


		(iii)	third, to the Company,
                                         its successors or assigns,



 


or, in each
case, as a court of competent jurisdiction may otherwise direct. 


 


		(b)	Upon any sale of the Security Assets
                                         by the Security Trustee (including pursuant to a power of sale granted by statute or
                                         under a judicial proceeding), the receipt of the Security Trustee or of the officer making
                                         the sale of the purchase price thereof shall be a sufficient discharge to the purchaser
                                         or purchasers of the Security Assets so sold and such purchaser or purchasers shall not
                                         be obligated to see to the application of any part of the purchase price paid over to
                                         the Security Trustee or such officer or be answerable in any way for the misapplication
                                         thereof. The Company shall remain liable for any deficiency if the proceeds of any sale
                                         or disposition of the Security Asset are insufficient to pay all Secured Obligations,
                                         including any attorneys’ fees and other expenses incurred by the Security Trustee
                                         to collect such deficiency.



 


		(c)	The order of application referred to
                                         in paragraphs (a) and (b) above shall override any appropriation by the Company.



 




    	 	 19	 



     


    

 


18.         Set
Off


 


If an Event of Default shall have occurred
and be continuing, the Security Trustee is hereby authorized at any time and from time to time, to the fullest extent permitted
by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever
currency) or other amounts at any time held and other obligations (in whatever currency) at any time owing by the Security Trustee
to or for the credit or the account of the Company against any of and all the Obligations then due of the Company now or hereafter
existing under the Note Documents, irrespective of whether or not the Security Trustee, the Collateral Agent or the Trustee on
behalf of the Holders shall have made any demand under any Note Document and although such obligations of the Company may be contingent
or unmatured. The Security Trustee agrees to notify the Company and the Trustee promptly after any such setoff and application;
provided that the failure to give or any delay in giving such notice shall not affect the validity of any such setoff and
application. The rights of the Security Trustee under this Section 18 are in addition to other rights and remedies (including
other rights of setoff) that the Security Trustee may have.


 


19.         Expenses
and Indemnities


 


		(a)	The Company shall indemnify the Security
                                         Trustee, the Collateral Agent, the Trustee on behalf of the Holders, the Receiver and
                                         each Related Party of any of the foregoing Persons and permitted successors and assigns
                                         of any of the foregoing Persons, without duplication (each, an “Indemnified
                                         Person”) as provided in Section 7.06(a) of the Indenture.



 


		(b)	The Security Trustee shall be entitled
                                         to reimbursement of its reasonable out-of-pocket expenses incurred hereunder for its
                                         actions in connection herewith as provided in Section 7.06(a) of the Indenture.



 


		(c)	Any Indemnified Person who is not a
                                         party to this Agreement may rely on this Clause 19 and enforce its terms.



 


20.         Changes
to Parties


 


20.1       Transfer
by the Security Trustee


 


The Security Trustee may at any time assign
or otherwise transfer all or any part of its rights under this Agreement to any successor appointed in accordance with the Note
Documents. The Company shall, promptly upon a request from the Security Trustee and to the extent commercially reasonable, enter
into such documents and do all such acts as may be necessary or desirable to effect such an assignment or transfer.


 


20.2       Changes
to the Company


 


The Company may not assign or otherwise transfer
any of its respective rights or obligations under this Agreement without the prior written consent of the Security Trustee (acting
in accordance with a Letter of Instruction).


 


21.         ENTIRE
AGREEMENT; Waivers and amendments


 


This Agreement contains the entire agreement
of the parties with respect to the subject matter hereof and supersedes any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Neither this Agreement nor any provision hereof may be waived, amended, modified
or terminated except pursuant to an agreement or agreements in writing entered into by the Company and the Security Trustee with
respect to such waiver, amendment, modification or termination.


 




    	 	 20	 



     


    

 


22.         Miscellaneous


 


22.1       Further
advances


 


This Agreement secures advances
and financial accommodation already made under the Note Documents and further advances and financial accommodation to be made
under the Note Documents.


 


22.2      Security
Trustee’s and Receiver’s liability


 


Neither the Security Trustee nor any Receiver
shall (either by reason of taking possession of the Security Assets or for any other reason) be liable to the Company or any other
Person for any costs, losses, liabilities or expenses relating to the realization of any Security Assets or from any act, default,
omission or misconduct of the Security Trustee or any Receiver or their respective officers, employees or agents in relation to
the Security Assets or in connection with the Note Documents except as resulting from the Security Trustee’s gross negligence,
bad faith or willful misconduct or material breach of this Agreement or that of any of its Affiliates, directors, officers, employees,
advisors, agents, controlling persons or other representatives (as determined by a court of competent jurisdiction in a final
and non-appealable decision).


 


22.3       Determinations


 


The Company acknowledges
that any certification or determination by the Security Trustee or any Receiver, or any books, records and accounts of the Security
Trustee or the Receiver, shall, in the absence of manifest error, conclusive evidence of the matters to which it relates. Copies
of such certificates, determinations, books, records or accounts shall serve as admissible evidence to prove the authenticity
of their content.


 


22.4       Relationship
with other documents


 


Nothing
contained in this Agreement shall operate to prejudice or affect any obligations of the Company towards the Security Trustee,
the Collateral Agent or the Trustee on behalf of the Holders conferred by documentation of any kind that has been or will be signed
by the Company towards the Security Trustee, the Collateral Agent or the Trustee on behalf of the Holders
or the rights of the Security Trustee, the Collateral Agent or the Trustee on behalf of the Holders under such documentation.


 


22.5       Translation


 


A convenience translation
of this Agreement into Hebrew shall be prepared by the Company as required by Requirements of Law or reasonably requested by the
Security Trustee for the purpose of registration and perfection of this Agreement with the Israeli Registrar of Companies. The
parties acknowledge that this English language Agreement shall prevail in the case of any inconsistency and that the Hebrew translation
is for convenience only.


 


23.         Partial
Invalidity


 


If any provision of this Agreement is or becomes
invalid, illegal or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of the remaining
provisions in such jurisdiction or of such provision in any other jurisdiction.


 




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24.         survival


 


The
warranties, representations and covenants of the Company contained in or made pursuant to this Agreement shall:


 


		(a)	survive the execution and delivery
                                         of this Agreement and the other Note Documents; and



 


		(b)	be deemed to be material and to have
                                         been relied upon by the Security Trustee, the Collateral Agent and the Trustee on behalf
                                         of the Holders, regardless of any investigation of the subject matter thereof made by
                                         or on behalf of the Security Trustee, the Collateral Agent or the Trustee on behalf of
                                         the Holders, as applicable.



 


25.         Notices


 


The provisions of Section
15.02 of the Indenture shall apply to this Agreement as if set out expressly in full in this Clause 25 (as appropriate).


 


26.         Counterparts


 


This Agreement may be executed in any number
of counterparts (and by different parties hereto on different counterparts), each of which when so executed shall constitute an
original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Agreement by facsimile or other electronic imaging (i.e. “pdf” or “tif”) shall be effective
as delivery of a manually executed counterpart of this Agreement.


 


27.         Governing
Law and Jurisdiction


 


This Agreement is governed by and shall be
construed in accordance with the laws of the State of Israel and each of the parties hereto hereby irrevocably submits to the
exclusive jurisdiction of the courts of Tel-Aviv-Jaffa in relation to all matters arising out of or in connection with this Agreement.


 


[Signature page follows]


 




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SIGNATORIES
TO THE SECURITY AGREEMENT





 


IN WITNESS WHEREOF, the parties hereto have
duly executed this Agreement as of the day and year first above written.


 


SECURITY TRUSTEE 


 


	ALTSHULER SHAHAM TRUSTS LTD.

    as Security Trustee	 
	 	 
	BY:	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 


THE COMPANY


 


	PROTALIX BIOTHERAPEUTICS, INC.

    as the Company	 
	 	 
	by:	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 




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