Exhibit
10.64


 


Addendum
to the Rental Agreement dated 16 January 2017 

and the Rental Extension Agreement for an Unprotected 

Rental Property dated 21 January
2018


Drawn
and entered into on 15 January 2019


 


	Between:	Green
    Power Ye.Ym. Ltd. P.C. 514876952	 
	 	Of
    13 Gad Finstein Street, Rehovot	 
	 	(Hereinafter:
    “The Company”)	 
	 	 	Party
    of the First Part;
	 	 	 
	And	SciVac
    Ltd. P.C. P.C. 513679555	 
	 	13
    Gad Finestein Street, Rehovot	 
	 	POB
    580, 7610303	 
	 	(Hereinafter:
    “The Tenant”)	 
	 	 	Party
    of the Second Part;


 


	Whereas	on
    November 5, 2013, Ayalot Investments (Ramat Vered) 1994 Ltd. and Sarda Ltd. (Hereinafter jointly: “The Original Landlord”)
    and the Company signed a primary rental agreement and its addendums with regards to the Rental Property (The Rental Agreement
    and its addendums will hereinafter be known as: “The Primary Rental Agreement”);
	 	 
	And
    whereas	a
    secondary rental agreement and its addendums were (The Rental Agreement and its addendums will hereinafter be known as “The
    Secondary Rental Agreement”) was signed with regards to the Rental Property on January 16, 2017 and until January
    22, 2018 for a period of twelve (12) months (Hereinafter: “The Original Secondary Rental Agreement”);
	 	 
	And
    whereas	on
    January 21, 2018, the Parties signed an agreement to exercise the option and extension of the Secondary Rental Period for
    an additional period of twelve (12) additional months (Hereinafter: “The Option Exercise Agreement”) (The
    Secondary Rental Agreement and the Option Exercise Agreement will jointly be known as “The Secondary Rental Agreement”);
	 	 
	And
    whereas	the
    Rental Period of the Tenant in the Rental Property expires in accordance with the Option Exercise Agreement on January 22,
    2019 (Hereinafter: The Option Exercise Period”);
	 	 
	And
    whereas	the
    Tenant wishes to extend the Rental Period in the Rental Property at the end of the Option Exercise Period, and the Company
    agrees to this, in accordance with the conditions specified in the Secondary Rental Agreement, and subject to the changes
    specified in this Agreement below;


 




    	 



    	 



    

 


Now,
wherefore, the Parties have agreed, declared and stipulated as follows:


 


	 	1.	The
    introduction to this addendum and its appendices are an integral part thereof.
	 	 	 
	 	2.	The
    terms appearing in this Agreement will be assigned the definitions assigned to them in the Original Secondary Rental Agreement.
	 	 	 
	 	3.	The
    specified in this addendum amends and changes the Secondary Rental Agreement only in the sections and/or provisions to be
    amended and/or added in this addendum. The sections to be amended and/or added will supersede the specified in the Secondary
    Rental Agreement. The other terms of the Secondary Rental Agreement will apply in full, without change with regards to the
    rental of the Rental Property.
	 	 	 
	 	4.	The
    Tenant is in possession of the Rental Property by virtue of the Secondary Rental Agreement, is familiar with the physical
    condition and has no claims and/or demands regarding the state of the Rental Property.
	 	 	 
	 	5.	The
    Rental Period in the Rental Property will be extended for an additional period of an additional thirty-six (36) months and
    nine (9) days that will commence on 23 January 2019 and end on 31 January 2022 (Hereinafter: “The Additional Rental
    Period” or “The Third Rental Period of the Rental Property”).
	 	 	 
	 	6.	The
    monthly rent for the Third Rental Period of the Rental Property will include all current mandatory payments required by virtue
    of the Primary Rental Agreement and the Secondary Rental Agreement including, but not limited to, management fees, property
    tax, water and electricity, and will amount to twenty-six thousand five hundred New Israeli Shekels (NIS 26,500) per month
    plus VAT (Hereinafter: “The Rent”). Without derogating from the specified above, in a month in which electricity
    consumption in the Rental Property exceeds one thousand five hundred New Israeli Shekels (NIS 1500) only, the Tenant will
    pay the Company the difference.
	 	 	 
	 	7.	At
    the start of the Third Rental Period, the Tenant will pay the Company monthly rent plus VAT that will be paid in accordance
    with the following provisions:


 


	 	7.1	On
    23 January 2019, an amount of thirty-four thousand, one hundred ninety-four New Israeli Shekels (NIS 34,194) plus VAT will
    be paid for the period of January 23, 2019 till February 28, 2019.
	 	 	 
	 	7.2	Commencing
    on March 1, 2019 and until the end of the Rental Period, monthly rent in the amount of twenty-six thousand five hundred New
    Israeli Shekels (NIS 26,500) plus VAT will be paid at the start of every calendar month, on the 1st of every month.
	 	 	 
	 	7.3	Rent
    will be paid via bank transfer on the 1st of every month to:
	 	 	Bank
    20
	 	 	Branch
    No. 418
	 	 	Account
    No. 187722
	 	 	Under
    the name Green Power Ye.Ym. Ltd.


 


	 	8.	For
    the removal any and all doubt, it is hereby clarified that a delay of up to three (3) days in payment of the Rent for Sabbatical,
    Saturday and/or holiday reasons, will not be considered a breach of Section 7 above.
	 	 	 
	 	9.	The
    Parties do hereby agree that in the vent of delay in payment of Rent to the Company, and pursuant to the Tenant having been
    sent written notice in advance, twenty-one (21) days, during which the debt was not paid, the Tenant will pay the Company
    the accepted and estimated compensation of ten thousand New Israeli Shekels (NIS 10,000). This compensation will not derogate
    from any other remedy afforded to the Company for said delay.


 




    	 



    	 



    

 


	 	10.	The
    terms for the validity of this Agreement is approval of the Original Landlord of this Agreement. The Company undertakes to
    contact the Original Landlord immediately after the signing of this contract by the two parties in order to obtain said approval
    (Hereinafter: “Approval of the Original Landlord”). If the Original Landlord does not approve this Agreement with
    in ninety (90) days from the date of its signing, it is hereby agreed that the Tenant will be entitled to immediately terminate
    the Agreement, without the Company and/or the Original Landlord having any allegation and/or demand and/or claim against the
    Tenant. Approval of the Original Landlord will be attached to this Agreement as Appendix A.
	 	 	 
	 	11.	If
    this Agreement is cancelled and the end of the Rental period comes prior to the end of the Rental Period in accordance with
    that set forth in the Primary Agreement, the Tenant will not have any claims or demands against the Company and/or the Original
    Landlord. It is hereby clarified that if the Agreement is terminated, the Company undertakes to transfer to the Tenant written
    notice immediately upon its receipt from the Original Landlord.
	 	 	 
	 	12.	Any
    change, amendment and/or addition to this Agreement will only be valid if done in writing and signed by the Parties to this
    Agreement.
	 	 	 
	 	13.	The
    other terms of the Secondary Rental Agreement that were not changed in this addendum will remain valid and binding on the
    parties for the Third Rental Period of the Rental Property.


 


In
Witness Whereof, the Parties come to set their hands and seal:


 


	SciVac
        Ltd.

        513679555

         

        /s/ SciVac Ltc.
	 	Green
        Power Ye.Ym. Ltd.

        PC
        514876952

         

        /s/ Green
        Power Ye.Ym. Ltd.

	The
    Tenant	 	The
    Company