Exhibit
4.3


 


Agreement





Made
and signed in Tel Aviv on April 11, 2019


 


Between





Kibbutz
Nir Oz Agricultural Cooperative Association Ltd.





Number
- 57-001371-4





Mobile
Post Hanegev Nir Oz 85122





(hereinafter
- “the Kibbutz”)


 


Of
the one part


 


And
Between





Canndoc
Ltd. pcn 514418581





Of
15 Bialik Street, Tel Aviv





(hereinafter
- “Canndoc”)


 


Of
the second part


 


And
Between





Canndoc
Nir Oz Agricultural Cooperative Association Ltd. (under establishment)





Mobile
Post Hanegev Nir Oz 85122





(hereinafter
- “the Corporation”)


 


Of
the third part


 


Whereas:


 


		(a)	The
                                            Kibbutz is the holder of the lease rights in the Property (as defined below, by virtue of
                                            a square lease agreement with the Israel Land Authority (“ILA”) of 22.6.2016.



 


		(b)	And
                                            a joint agricultural venture is carried out on the property, by the Kibbutz and the Adler
                                            family in the framework of the Nirad - Agricultural Cooperative Association Ltd. which was
                                            approved under the Settlement Law (as defined below).



 


		(c)	And
                                            Canndoc engages in breeding and cultivation of medical cannabis, it has the information,
                                            unique know-how, and extensive experience in everything related to cultivation, breeding,
                                            and marketing of cannabis, and it holds a suitable license for such activity which it received
                                            from the Ministry of Health.



 




    	 



    	 



    

 


		(d)	And
                                            the parties have agreed to the establishment, operation, and management of a joint venture
                                            in the field of cultivation and breeding of medical cannabis to be carried out in the Property
                                            in the framework of the Corporation, where the rate of holdings of the Kibbutz shall be 26%
                                            and the rate of holdings of Canndoc shall be 74%.



 


Accordingly
it was agreed between the parties as follows:


 


1. Preamble, appendices and interpretation




 


		1.1.	The
                                            preamble to this agreement constitutes an inseparable part thereof.



 


		1.2.	The
                                            appendices cited in this agreement constitute an inseparable part thereof.



 


		1.3.	The
                                            headings of the clauses are for convenience only. They shall not be relied upon for interpretation
                                            of the agreement.



 


		1.4.	In
                                            this agreement, the masculine shall include the feminine and vice versa. The singular shall
                                            include the plural and vice versa. Terms such as “including” shall be interpreted
                                            broadly.



 


		1.5.	This
                                            agreement was drafted by both parties.



 


2. Definitions




 


In
this agreement, the following terms shall have the meanings below unless the written content obligates otherwise:


 


	 	Legal
    requirements:	Requirements
    by virtue of the law, regulations, and orders as revised from time to time.
	 	 	 
	 	Regulatory
    Requirements:	Requirements,
    directives, opinions, and dictation of methods for conduct or action as issued or shall be issued from time to time by regulatory
    bodies, including but without minimizing, the Ministry of Health and the Israel Police. That stated also includes the terms of any
    license and/or permit related to and/or which shall be related to the use of the Property in general and the Project in particular.


 




    	 



    	 



    

 


	 	The
    Option:	The
    Option issued to the Corporation under this Agreement to receive the right of use in the Additional Property (as defined below) for
    purposes of the Project (as defined below).
	 	 	 
	 	Exercise
    Notice:	A
    written notice which shall be delivered - if delivered - by the Corporation and Canndoc to the Kibbutz, notifying of exercise of
    the Option in which there shall be noted, inter alia, the area to which the exercise relates. Such notice must be delivered during
    the Option period and at least 30 days prior to the date on which the use of the area for which the Option was exercised shall commence.
    
	 	 	 
	 	The
    Greenhouses:	67
    Dunam of greenhouses on the Property (as defined below).
	 	 	 
	 	The
    Determining Date:	The
    date on which the last of the suspending conditions determined in this agreement shall be fulfilled.
	 	 	 
	 	The
    Property:	A
    piece of land in an area of 100 Dunam together with an operational area bounded in red in the diagram attached to this agreement
    as Appendix 2.
	 	 	 
	 	This
    Agreement or the Agreement:	Including
    all of the appendices indicated therein.
	 	 	 
	 	The
    Project:	The
    Project of the cultivation and breeding of medical cannabis which shall be carried out, managed, and operated within the bounds of
    the Property in accordance with the provisions of this Agreement.
	 	 	 
	 	The
    Additional Property:	A
    50 Dunam piece of land (within the bounds of the Property) which includes 70 Dunam of greenhouses, composed of Area A and Area B
    (as defined below).
	 	 	 
	 	The
    Initial Area:	An
    area of 50 Dunam of greenhouses (within the bounds of the Property) including an operational area, bound in entirety in the color
    brown in Appendix 2.


 




    	 



    	 



    

 


	 	The
    Corporation:	The
    Corporation (as defined in the preamble) established by the parties for the execution of the agricultural venture of cultivation
    and breeding of medical cannabis on the property in accordance with this Agreement.
	 	 	 
	 	The
    Settlement Law:	The
    Agricultural Settlement Law (exceptions to use of agricultural land and water) - 1967.
	 	 	 
	 	Business
    Day:	The
    days of the week, Sunday through Thursday, not including holidays, holiday eves and declared sabbatical days (such as election days
    for instance).
	 	 	 
	 	The
    Date of the Signature:	The
    Date of the Signature upon this Agreement as appearing at the head of the Agreement.
	 	 	 
	 	ILA:	Israel
    Land Authority.
	 	 	 
	 	Area
    A:	An
    area of 17 Dunam of greenhouses (within the bounds of the Additional Property) bound in blue in Appendix 2.
	 	 	 
	 	Area
    B:	An
    area of 33 Dunam - bare - (within the bounds of the Additional Property) bound in purple in Appendix 2.
	 	 	 
	 	The
    Option Period:	A
    period commencing on the Date of the Signature upon this Agreement and ending at the end of the fifth year from the aforementioned
    date or on the date in which the Option will be cancelled by the Corporation in accordance with the provisions of this Agreement,
    the earlier of these. 
	 	 	 
	 	The
    Period of the Agreement:	The
    first period and the additional period (if the Option in respect thereof shall be exercised), as these terms are defined in clause
    9 below.
	 	 	 
	 	Standard:	The
    Standard known as IMC-GAP + GSP


 


3. The Corporation




 


		3.1.	Immediately
                                            after the signature upon this Agreement, the parties will establish the Corporation, which
                                            shall be incorporated as an Agricultural Cooperative Association Ltd., when an application
                                            to receive the permit indicated in clause 15.1.1 below shall be filed immediately after the
                                            signature upon this Agreement



 




    	 



    	 



    

 


		3.2.	The
                                            Articles of Incorporation of the Corporation are attached as Appendix 3.2 A of this
                                            Agreement (hereinafter - “the Articles of Incorporation”). Additional
                                            provisions regulating the corporal governance of the Corporation and the agreement between
                                            the members therein are set forth in Appendix 3.2 B of this Agreement. In any event
                                            of contradiction between the clauses in this Agreement (and its appendices) and between the
                                            Articles of Incorporation, the provisions of this Agreement shall prevail and the parties
                                            undertake to vote and/or cause whomever shall act on their behalf and in their stead, to
                                            vote in the authorized organs of the Corporation, as shall be necessary in order to grant
                                            full and binding validity to the understandings set forth in this Agreement.



 


		3.3.	The
                                            rate of holdings of each of the parties in the Corporation shall be as follows: the Kibbutz:
                                            26%, Canndoc: 74%.



 


4. The Property




 


		4.1.	The
                                            right of use with respect to every part of the Property which is issued and/or shall be issued
                                            to the Corporation pursuant to this Agreement shall be solely and exclusively for purposes
                                            of the Project and not for any other purpose and the Corporation shall not make any use of
                                            the Property which is not included in the Project.



 


		4.2.	The
                                            right of use issued with respect to each part of the Property shall be subject to all of
                                            the relevant provisions in this Agreement.



 


		4.3.	On
                                            the Determining Date, the right of use in the Initial Area shall be granted, in light of
                                            the undertaking to carry out maximum cultivation in all of the Initial Area.



 




    	 



    	 



    

 


		4.4.	Subject
                                            to fulfillment of all of the undertakings of the Corporation and Canndoc on the date in which
                                            the Exercise Notice shall be issued by them with respect to every part of the Additional
                                            Property, the Option shall be exercisable for all of the areas constituting the Additional
                                            Property or for any of them as specified below. The Option may be exercised, solely and exclusively
                                            by delivery of the Exercise Notice (as defined above) with respect to the entirety of the
                                            Additional Property or part thereof. However, if the exercise shall be only with respect
                                            to a part of the Additional Property, it must be carried out in the following manner and
                                            order: first, with respect to Area A. Second, with respect to Area B. For the sake of removal
                                            of doubt it is clarified that there is no obligation to exercise the Option with respect
                                            to the entire Additional Property, however and as an example, if the Option shall be exercised
                                            only once, and not with respect to all of the additional property, the right of use shall
                                            apply to the Initial Area and to Area A alone. Exercise of the Option means an unqualified
                                            undertaking of the Corporation and Canndoc to actually performs cultivation (as distinct
                                            from breeding) in all of the area which shall be exercised and accordingly, performance of
                                            all of the investment involved therein.



 


		4.5.	It
                                            is agreed that the area allotted for breeding in the entirety of the area of the Property
                                            (meaning also after exercise of the Option with respect to all of the Additional Property)
                                            shall not exceed 7 (seven) Dunam, when the remainder of the area of the Property will be
                                            used for cultivation. An increase of the breeding area beyond the 7 Dunam is subject to the
                                            consent of the Kibbutz in advance and in writing, when in any event, if the breeding area
                                            shall be larger, the Corporation will be entitled to payment from Canndoc in accordance with
                                            the formula based upon quantity of tons produced per Dunam in practice, in such year
                                            from the other blossoming areas. Notwithstanding that stated, the Corporation will in any
                                            event be entitled to payment from Canndoc in respect of the breeding based upon the formula
                                            of quantity of tons produced per Dunam in practice in such year from the other blossoming
                                            areas.



 


		4.6.	The
                                            Corporation and/or Canndoc are entitled to notify the Kibbutz in writing of cancellation
                                            of part of the unutilized Option at any point in time during the Option Period, when for
                                            removal of doubt it is clarified that they shall not be entitled at any time to refund of
                                            any payment made prior thereto.



 


		4.7.	At
                                            the end of the Option Period (whether due to expiry of the Option Period or due to its cancellation
                                            in accordance with the provisions of this Agreement), it shall automatically expire and no
                                            notice shall be required to the Corporation/Canndoc with respect to the expiry or loss of
                                            validity thereof.



 




    	 



    	 



    

 


		4.8.	If
                                            the Option was cancelled or expired, the Kibbutz shall be entitled to make use of such part
                                            or parts with respect to which the Option was not exercised prior to the cancellation.



 


		4.9.	The
                                            provisions set forth in Appendix 4.9 of the Agreement as well as the following provisions,
                                            shall apply to the use of the Corporation in the Property:



 


		4.9.1.	The
                                            use will not cause a nuisance to the individual or to the public.



 


		4.9.2.	The
                                            use will adhere to environmental quality aspects.



 


		4.9.3.	The
                                            use will conform at all times and fully to all of the Legal and Regulatory Requirements,
                                            including the terms of the licenses and permits.



 


		4.9.4.	The
                                            Corporation will not construct, not establish and not place (permanent or mobile) structures
                                            on the Property, facilities and/or additions or changes to construction of any type or kind
                                            whatsoever (other than changes which do not require a building permit at law) without receiving
                                            the consent in advance and in writing of the Kibbutz and subject to the terms accompanying
                                            such consent, if any.



 


		4.9.5.	The
                                            Kibbutz will not unreasonably refuse such construction, establishment, placement, or installation
                                            which shall be required due to Legal or Regulatory Requirements (such as, but not only, for
                                            security or guarding purposes) or for purposes of actions required of the Corporation in
                                            the framework of the Project.



 


		4.9.6.	In
                                            any instance where the Kibbutz shall grant its approval in accordance with the preceding
                                            clause, all of the investments and/or construction and/or installation and/or connections
                                            shall remain in place, without entitling the Corporation and/or Canndoc any right to payment
                                            whatsoever and/or refund of investment and/or improvement whatsoever.



 




    	 



    	 



    

 


		4.9.7.	At
                                            the end of the Agreement Period, the Property will be vacated when it is in the same condition
                                            as it was on the eve of this Agreement, save for ordinary wear and tear - to such extent
                                            as wear and tear is relevant to the object. At all times and in any event, the Corporation
                                            and/or Canndoc will not be entitled to a refund of investment and/or improvement and/or any
                                            other payment which they bore in connection with the Greenhouses and/or the Property, including
                                            new construction which shall remain as stated. For removal of doubt - nothing in that stated
                                            shall detract from the obligation of the Corporation and/or Canndoc to vacate the Property
                                            of any person and/or item including removal of all of the waste to a licensed site and leaving
                                            the Property in a clean and orderly fashion.



 


		4.10.	Operational
                                            areas - operational areas required solely and exclusively for the Project (are marked in
                                            the diagram in Appendix 2), and the Corporation will be entitled to make nonexclusive
                                            use thereof (together with the remainder of the Kibbutz and/or others on behalf of the Kibbutz).
                                            For removal of doubt it is clarified that the obligation of the Corporation to bear the maintenance
                                            and expenses and current payments in connection with the property including as specified
                                            in Appendix 4.9 shall apply to the operational areas as well (despite the nonexclusive
                                            use).



 


5. Declarations of Canndoc




 


Canndoc
declares, confirms and undertakes as follows:


 


		5.1.	It
                                            has seen and examined the Property and the Greenhouses, the access routes to the Property
                                            and the environmental conditions relevant to the activity of the type of the Project, and
                                            has found that stated suitable for purposes of the Project and subject to the veracity of
                                            the declarations of the Kibbutz in this Agreement, it does not and shall not have any contentions
                                            of nonconformity whatsoever. To such extent as the Project shall require any modifications
                                            in connection with that stated above or at all, these modifications shall be at the responsibility
                                            of Canndoc.



 


		5.2.	It
                                            has up to date information, unique know-how and extensive experience in the field of breeding
                                            and cultivation of medical cannabis and in all of the activities ancillary thereto or required
                                            thereof, and it shall provide, its know-how and experience permanently, continuously and
                                            without consideration, for the performance of the Project, and shall be responsible for everything
                                            related to the use of the information and utilization of the know-how and experience in the
                                            optimum manner for the benefit of the Project.



 




    	 



    	 



    

 


		5.3.	Canndoc
                                            has issue notice that the intellectual property rights related to the unique know-how of
                                            Canndoc and the protocols prepared by it related to cultivation and breeding of medical cannabis,
                                            belong to Canndoc, and the Kibbutz and the Corporation confirm receipt of such notice. In
                                            light of that stated above, it is agreed that the right of the Kibbutz and the Corporation
                                            in connection with the know-how and the protocols as stated, is the right provided by Canndoc
                                            to make use of the know-how and the protocols for purposes of the Project alone.



 


		5.4.	Use
                                            of the know-how and the protocols of Canndoc in the framework of the Project as stated shall
                                            not breach intellectual property rights or other rights of third parties, and as of the Date
                                            of the Signature, no contention has been directed at it whereby use of its know-how and protocols
                                            in any framework violates or may violate any third-party rights whatsoever.



 


		5.5.	Canndoc
                                            will verify that at all times the Project will comply with all of the Legal and Regulatory
                                            Requirements related and/or connected to the Project, and it shall be Canndoc’s responsibility
                                            to cause and verify that all of the aforementioned requirements are fulfilled in language
                                            and in spirit, at all times.



 


		5.6.	It
                                            holds a license for the cultivation and breeding of medical cannabis from the relevant unit
                                            in the Ministry of Health.



 


		5.7.	It
                                            shall act (at its expense) to obtain all of the licenses and permits required and/or which
                                            shall be required for the operation of the Project by the Corporation at every point in time
                                            throughout the lifespan of the Project from all of the relevant parties, including a building
                                            permit for the post-harvest facility on the Property, and this by October 1, 2019. That stated
                                            above includes modification of anything existing on the Property in order that it shall be
                                            possible to carry out the project in accordance with the provisions of this Agreement.



 




    	 



    	 



    

 


		5.8.	It
                                            has the ability to market the products of the Project in Israel and throughout the world,
                                            subject to fulfillment of relevant Regulatory Requirements (it is clarified that as of the
                                            Date of the Signature upon this Agreement Canndoc has not yet marketed products overseas).



 


		5.9.	It
                                            is aware and agrees that the rights of the Kibbutz in the Corporation may not be diluted.



 


		5.10.	Subject
                                            to fulfillment of the suspending conditions, there is no bar from its perspective to its
                                            engagement in this agreement and its performance in accordance with and subject to its terms.



 


6. Declarations of the Kibbutz




 


The
Kibbutz declares, confirms, and undertakes as follows:


 


		6.1.	There
                                            is no bar from its perspective to its engagement in this Agreement and its performance in
                                            accordance with and subject to the provisions thereof, including fulfillment of the suspending
                                            conditions and/or approval of the ILA as shall be needed.



 


		6.2.	The
                                            existing greenhouses on the Property were issued and have building permits.



 


		6.3.	The
                                            agricultural venture underway on the Property on the eve of the signature upon this Agreement,
                                            in which it is a partner, was issued a license pursuant to the Settlement Law, which is valid.



 


		6.4.	As
                                            of the Date of the Signature, no demand was directed at it from any competent Authority concerning
                                            a lack of a building permit or other license required for the activity conducted in Property
                                            on the eve of the signature upon this Agreement.



 


7. The Additional Property




 


		7.1.	During
                                            the course of the Option Period, the Kibbutz shall be responsible to maintain the existing
                                            condition of the Additional Property and for the ongoing maintenance of the existing Greenhouses
                                            in the Additional Property. It is clarified that one is speaking of a minimal level of maintenance
                                            and that the making available of the Greenhouses to the Project subsequent to exercise of
                                            the Option will be made when the Greenhouses are in their condition (As Is) on the Date of
                                            the Signature upon this Agreement, subject to reasonable wear and tear in light of their
                                            condition on the Date of the Signature and the period which shall pass until the exercise
                                            of the Option. That stated refers to full exercise of the Option, mutatis mutandis for partial
                                            exercise and/or partial exercises.



 




    	 



    	 



    

 


		7.2.	In
                                            respect of the maintenance of the Property as stated in clause 7.1 above, during the course
                                            of the Option Period, the Kibbutz shall be entitled to receive NIS 50,000 per annum from
                                            the Corporation, with the addition of VAT at law, and this for so long as the Option has
                                            not been exercised in full or until the date in which the Corporation has notified of cancellation
                                            of the Option in writing.



 


		7.3.	For
                                            the sake of removal of doubt, it is clarified hereby that the use by the Kibbutz of areas
                                            which border and/or are in the same areas as the Additional Property, shall be in accordance
                                            with the restrictions set forth in Appendix 7.3. The parties will determine
                                            work procedures between them for performance of coordination as required.



 


8. Inputs of the Project




 


		8.1.	Throughout
                                            the duration of the Agreement, the Kibbutz will provide and supply the following resources
                                            to the Corporation:



 


		8.1.1.	Ancillary
                                            services for agriculture, subject to a separate agreement in writing.



 


		8.1.2.	Accounting.



 


		8.1.3.	Various
                                            services to such extent as shall be concluded separately, such as metal works, vehicles mechanic
                                            services.



 


		8.1.4.	Use
                                            of existing infrastructure in the Property and existing attachments.



 


		8.2.	Throughout
                                            the period of the Agreement, Canndoc will provide and supply the following resources to the
                                            Corporation:



 




    	 



    	 



    

 


		8.2.1.	Resources
                                            required for obtaining all of the permits and licenses required for the Project in accordance
                                            with the law, including as specified in clause 5.7 above.



 


		8.2.2.	Modification
                                            of the Greenhouses, in such manner that they shall comply with the Standard, including as
                                            specified in clause 5.1 and 5.7 above.



 


		8.2.3.	Know-how,
                                            agrotechnical assistance, supervision, and supply of the required breeding material for the
                                            Project as specified in clause 5.2 above.



 


		8.3.	To
                                            such extent as not determined otherwise explicitly in this Agreement, provision of services
                                            and/or inputs by any of the founders, including their scope and the proceeds paid in respect
                                            thereof, will be determined by agreement.



 


9. Purchase of the Crops by Canndoc




 


		9.1.	Canndoc
                                            undertakes to purchase from the Corporation, and the Corporation undertakes to sell to Canndoc,
                                            the entirety of the production of the Project, under terms which shall be concluded in writing
                                            between all of the parties to this Agreement from time to time. Without detracting from that
                                            stated, it is agreed that in addition to the payment for every ton of crop, Canndoc shall
                                            make payments based on growth success every year when the total production of the Project
                                            shall exceed 50 tons of crop and enlarged success bonus in every year where the total production
                                            shall exceed 75 tons of crop.



 


10. The Period of the Agreement




 


		10.1.	Unless
                                            cancelled earlier in accordance with its conditions and/or the nonfulfillment of any of the
                                            suspending conditions, this agreement shall be valid for a period of ten years starting 1.4.2019
                                            (hereinafter - “the First Period”).



 


		10.2.	The
                                            Corporation has the option to extend the Agreement period by an additional period of ten
                                            years (hereinafter - “the Additional Period”) and this, subject to the
                                            following cumulative conditions:



 




    	 



    	 



    

 


		10.2.1.	Until
                                            the date of the issue of the notice upon exercise of the Option, there shall be no material
                                            breach of the Agreement by the Corporation and/or by Canndoc, which was not remedied within
                                            the periods determined in this agreement.



 


		10.2.2.	Exercise
                                            of the Option must be made by the issue of notice in writing by the Corporation and Canndoc
                                            jointly to the Kibbutz at least six months prior to the date of the expiry of the First Period.
                                            Such notice which shall be delivered shall be irrevocable and may not be cancelled.



 


		10.2.3.	An
                                            application for a permit in accordance with the Settlement Law shall have been filed for
                                            the Additional Period and approval shall have been obtained by the date of the passage of
                                            the Frist Period.



 


		10.2.4.	If
                                            the Agreement has been extended for the Additional Period, all of the provisions of this
                                            Agreement shall apply during the Additional Period, mutatis mutandis.



 


		10.3.	It
                                            is agreed that in the event where the competent Authority at law shall not approve the export
                                            of cannabis products from Israel by the expiry of 24 months from the Date of the Signature
                                            upon this Agreement, and the Corporation has notified by the end of such period upon cancellation
                                            of the Option, the First Period shall be abridged to 5 years from the date of commencement
                                            of this Agreement and the Additional Period shall be one period of 5 years.



 


		10.4.	Notwithstanding
                                            that stated above, each party shall be entitled to cancel the Agreement prior to the end
                                            of its Period (whether the First Period or the Additional Period), upon the occurrence of
                                            one or more of the following events to the counterparty or by the counterparty:



 


		10.4.1.	In
                                            instances where the law entitles the party to cancel the Agreement, unless the cancellation
                                            is due to a breach which may be remedied and it was remedied within 21 days from the date
                                            in which the party in breach was demanded in writing to remedy the breach.



 




    	 



    	 



    

 


		10.4.2.	If
                                            breach of the Agreement is expressed in nonpayment of an amount due from one party to the
                                            counterparty on the date determined for its payment, the remedy period for such breach shall
                                            be 7 days only.



 


		10.4.3.	In
                                            the event where a party to the Agreement has decided to adopt or has adopted or there was
                                            adopted against it, proceedings in the field of insolvency (such as but not only, the appointment
                                            of a liquidator, the appointment of a receiver of assets, an application for an order of
                                            a stay of proceedings, a lien over the assets which may prevent the party from fulfilling
                                            undertakings pursuant to this agreement) and such process was not cancelled within 45 days.



 


		10.5.	Cancellation
                                            of the Agreement in the aforementioned circumstances will be by notice in writing which shall
                                            be delivered by the cancelling party to the counterparty and which shall specify the reason
                                            for the cancellation.



 


		10.6.	In
                                            the event of an occurrence which constitutes force majeure (such as, for instance, an event
                                            of a security nature), which shall impact the possibility to continue and carry out the Project,
                                            the parties shall conduct negotiations between them concerning the manner of continuation
                                            of the Project with the aim of mitigating the damages and losses and with the aim of continuing
                                            the Project after the passage of the influence of such event, in an optimal manner and in
                                            light of the circumstances of the matter. An event as stated which shall prevent the majority
                                            of the material activity in the framework of the Project for a continuous period of six months
                                            or more, will entitle the Corporation to notify upon the cancellation of the Agreement and
                                            in such instance, the parties will conduct negotiations concerning the manner and the date
                                            of termination of the Project and all of that arising therefrom.



 


11. Noncompetition




 


		11.1.	For
                                            so long as the engagement between the parties is valid and for so long as the Option is valid
                                            until its full exercise and subject to its full exercise (meaning all of the Property), and
                                            for so long as Canndoc and the Corporation fulfill all of their undertakings towards the
                                            Kibbutz and/or a party on behalf of the Kibbutz pursuant to this Agreement and/or any other
                                            agreement - the Kibbutz undertakes not to allow any third-party to receive rights in a land
                                            square in the Kibbutz for purposes of cultivation and breeding of medical cannabis, and not
                                            to engage in the field of cultivation and breeding of medical cannabis itself and/or together
                                            with others in Israel or outside of Israel.



 




    	 



    	 



    

 


		11.2.	Canndoc
                                            undertakes that the Property will constitute its principal cultivation center in Israel,
                                            (subject to the reporting obligation of Canndoc in accordance with the Securities Authority
                                            to report thereupon) and that during the course of the Period of the Agreement, it shall
                                            not operate in Israel, directly or indirectly, itself or together with others or by means
                                            of others, in the field of cultivation and breeding of medical cannabis other than in the
                                            framework of the Project. Subject to the Property constituting the principal center of cultivation
                                            as stated above, it is agreed that that stated below shall not constitute breach on the part
                                            of Canndoc.



 


		11.2.1.	Indoor
                                            cultivation which is up to 15 Dunam.



 


		11.2.2.	Cultivation
                                            for research purposes only, up to 15 Dunam.



 


		11.2.3.	Cultivation
                                            at Kibbutz Beit Ha’Emek, up to 16 Dunam.



 


		11.2.4.	Cultivation
                                            of Canndoc with a third-party (one or more) in blossoming in a cumulative area of up to 6
                                            (six) Dunam. For removal of doubt, any cultivation beyond this shall be subject to the consent
                                            in advance and in writing of the Kibbutz, and in any event, if such consent shall be received,
                                            as part of the conditions thereto, Canndoc shall pay for the cultivation with the third-party
                                            in accordance with the formula base on the quantity of tons of crop in the areas of the Project.



 


		11.2.5.	Notwithstanding
                                            that stated in clause 11 above, to such extent as the Option shall not be exercised and nonexercise
                                            of the Option shall be due to one or more of the following events and not due to a temporary
                                            event (as defined below): (a) the Additional Property is not suitable for cultivation of
                                            medical cannabis, (b) a material security even occurred which prevents cultivation of medical
                                            cannabis in the Additional Property for an extended period, then Canndoc shall be entitled
                                            to operate in Israel in the field of activity and not only on the Property and in such case
                                            the Kibbutz shall be released of the noncompetition stipulation in clause 11 above.



 




    	 



    	 



    

 


		11.3.	With
                                            respect to clause 11.2.5 above “a temporary event” means - a material
                                            security event which shall prevent the majority of the material activity in the framework
                                            of the Project for a continuous period of up to six months.



 


		11.4.	It
                                            is agreed, that subject to the exercise of the entirety of the Option and full and maximum
                                            cultivation in all of the areas of the Property, the noncompetition limitation shall not
                                            apply to the parties. Without detracting from that stated, Canndoc undertakes after full
                                            exercise of the Option as stated, to such extent as it shall seek to cultivate in additional
                                            areas in any manner whatsoever, to grant the Kibbutz a right of first refusal for its engagement
                                            with any third-party concerning an area exceeding 20 Dunam, and the following provisions
                                            shall apply:



 


		11.4.1.	Canndoc
                                            shall be obligated to deliver notice to the Kibbutz (hereinafter in this clause - “the
                                            Offer Letter”) upon its intent to engage with a third-party (hereinafter - “the
                                            Potential Party”) concerning cultivation in an area exceeding 20 Dunam (hereinafter
                                            - “the Additional Area”). The Offer Letter will set forth the name of
                                            the Potential Party, the financial and other terms of the engagement with respect to the
                                            area as stated.



 


		11.4.2.	The
                                            Kibbutz shall have forty-five (45) days from the date of receipt of the Offer Letter to confirm
                                            its agreement to engage with Canndoc (hereinafter - “the Offer Period”)
                                            with respect to the Additional Area under the terms set forth in the Offer Letter (hereinafter
                                            -”the Acceptance Letter”) and in such instance, a binding engagement will
                                            be consummated between Canndoc and between the Kibbutz, with respect to the Additional Area,
                                            in accordance with that stated in the Offer Letter.



 


		11.4.3.	If
                                            an Acceptance Letter was not issued within the Offer Period, Canndoc shall be entitled to
                                            engage with the Potential Party, and provided that the engagement in the transaction with
                                            the Potential Party will be carried out not later than the passage of forty-five (45) days
                                            from the end of the Offer Period, pursuant to the terms of the Offer Letter.



 




    	 



    	 



    

 


		11.4.4.	If
                                            an engagement with a Potential Party was not carried out within the forty-five (45) days
                                            from the end of the Offer Period, pursuant to the terms of the Offer Letter, the engagement
                                            with respect to the Additional Area will again be subject to the right of first refusal pursuant
                                            to this clause 11.4.



 


12. Confidentiality




 


		12.1.	The
                                            details of this Agreement and any information which shall reach one party from the other
                                            pursuant to this Agreement (hereinafter - “the Information”) shall be
                                            maintained by the parties in confidence, shall not be disclosed to third parties and no use
                                            will be made in such information, other than for purposes of performance of this agreement
                                            and performance of the Project.



 


		12.2.	Notwithstanding
                                            that stated, a party to this Agreement shall be entitled to disclose information to its employees,
                                            members, partners, representatives, actual and implied supervisors, and consultants, when
                                            the party receiving the Information will adopt reasonable steps in order that the recipient
                                            of the Information from him as stated shall not make use of the Information other than for
                                            fulfillment of this agreement and shall not disclose it to any third-party.



 


		12.3.	The
                                            undertaking to maintain confidentiality and nonuse as stated, shall not apply, or shall cease
                                            to apply, in any one of the following instances:



 


		12.3.1.	Information
                                            whose disclosure will be required by a competent Authority and by various regulators.



 


		12.3.2.	Information
                                            which shall be delivered ahead of or in the framework of legal proceedings.



 


		12.3.3.	Information
                                            which was in the possession of the party prior to receiving it from the counterparty.



 


		12.3.4.	Information
                                            which is deemed public domain on the Date of the Signature or shall become such thereafter,
                                            other than as a result of an act or omission of the recipient of the information or a party
                                            on its behalf.



 




    	 



    	 



    

 


		12.3.5.	Information
                                            which shall reach a party from any third-party where to the best of the knowledge of the
                                            party, the recipient of the Information is not obligated in confidentiality towards the other
                                            party.



 


		12.3.6.	Information
                                            which a party whose shares or the shares in the corporation controlling it or controlled
                                            by it are traded on a recognized stock exchange, and it is obligated in its disclosure in
                                            the framework of the law and the rules applying to such entity.



 


13. Investment option for the Kibbutz




 


		13.1.	The
                                            Kibbutz shall have an option to invest in Canndoc or in a corporation associated with Canndoc
                                            in accordance with the provisions of Appendix 13.1 of this Agreement.



 


14. Services to the Project by other parties




 


		14.1.	The
                                            Corporation and the Kibbutz will discuss additional services which the Kibbutz may provide
                                            to the Corporation during the course of the period of the Agreement. In any event, the Kibbutz
                                            will have a first right to provide services which are relevant to the activity in question
                                            in the Project, which the Corporation will seek to acquire during the course of the period
                                            of the agreement.



 


		14.2.	The
                                            Corporation will acquire electricity and water services from the Kibbutz in accordance with
                                            the Israel Electricity Company and Water Authority prices (respectively) as customary with
                                            respect to other businesses in the area of the Kibbutz.



 


15. Suspending conditions




 


		15.1.	Cumulative
                                            suspending conditions for performance of this Agreement are specified below, and the nonfulfillment
                                            of any of the aforementioned conditions within 180 days from the Date of the Signature, shall
                                            create a situation where this Agreement shall be deemed void, nonbinding and lacking validity,
                                            and no party shall be bound by it. And these are the conditions:



 




    	 



    	 



    

 


		15.1.1.	Receipt
                                            of a permit from the Supervisor of the Settlement Law. The parties will cooperate fully and
                                            transparently in the contact with the Supervisor pursuant to the Settlement Law, with the
                                            aim of receiving such permits as early as possible. In the event of a demand of the Supervisor
                                            for an amendment or a change in the Agreement as a condition to receipt of the permit pursuant
                                            to the Settlement Law, the parties will discuss same in good faith however it is clarified
                                            that neither party shall be obligated to agree to such demand even if the results of nonagreement
                                            shall be nonreceipt of the permit, and the party who shall not agree to such demand shall
                                            not be responsible for compensating or indemnifying the counterparty. The parties have taken
                                            that stated into account and have agreed, when they are aware of the implications arising
                                            therefrom.



 


		15.1.2.	Approval
                                            required for the Project from the Medical Cannabis Unit at the Ministry of Health.



 


		15.1.3.	Approval
                                            of the competent organs of the Kibbutz, of the Corporation, and of Canndoc. The parties will
                                            adopt the steps required in order to bring the Agreement for approval of the aforementioned
                                            organs within 30 days from the Date of the Signature. No party shall bear responsibility
                                            toward the counterparty if the competent organ thereof has not approved the engagement pursuant
                                            to the Agreement.



 


		15.2.	It
                                            is clarified that it is Canndoc’s responsibility at its expense to obtain the approvals
                                            in question in clause 15.1.1 and 15.1.2.



 


16. Assignment of rights




 


		16.1.	A
                                            party to this Agreement shall not transfer and shall not assign, directly or indirectly -
                                            this Agreement or a right or obligation thereunder, to any third-party without receiving
                                            the consent in advance and in writing of the counterparty.



 


		16.2.	Notwithstanding
                                            that stated in clause 16.1 above, the Kibbutz shall be entitled to transfer rights and obligations
                                            to a corporation under its control, and provided that such transfer shall not cause cancellation
                                            of the permit or license or detrimental change in the terms of the permit or license issued
                                            by any Regulatory Authority for the Project.



 




    	 



    	 



    

 


		16.3.	To
                                            such extent as the parties shall have the status of a public company whose shares - or any
                                            part thereof - are traded in any recognized stock exchange in the world, the trading of shares
                                            or rights of such public company shall not be considered an action contravening the provisions
                                            of clause 16.1 above.



 


		16.4.	Nothing
                                            in that stated above shall prevent a party from assigning its rights to receive funds from
                                            the Corporation and/or from the counterparty - to such extent as such rights exist or shall
                                            exist in the future.



 


17. Miscellaneous




 


		17.1.	This
                                            Agreement exhausts the relations of the parties in everything related to its subjects, and
                                            any arrangement, agreement, promise, or representation made prior to the Date of the Signature,
                                            if made, are null and void unless stated otherwise in this Agreement.



 


		17.2.	Any
                                            change or amendment to this Agreement may be made in writing only. A change not in writing
                                            and without the signature of both parties shall not be deemed binding.



 


		17.3.	All
                                            of the remedies and reliefs pursuant to the law and/or this Agreement are cumulative and
                                            not alternative.



 


		17.4.	Nothing
                                            in this Agreement shall accord Canndoc and/or the joint corporation any rights in the Property
                                            and/or in water. The Property and the water rights belong to the Kibbutz for all intent and
                                            purposes.



 


18. Addresses and notices




 


The
addresses of the parties for purposes of this agreement are as specified in the preamble to this Agreement and any notice delivered by
a party to its counterparty will be deemed a notice which was received on the relevant date as specified below:


 





	 	Sent
by registered post	-	within 5 days from the date of its dispatch.
	 	 	 	 
	 	Personally
delivered	-	the date of its delivery.
	 	 	 	 
	 	Facsimile
or e-mail dispatch	-	the date of the dispatch and provided that the receipt of the dispatch was confirmed by the counterparty by
a telephone call which took place immediately after the dispatch, and the party conducting the telephone call on behalf of the dispatching
party confirmed in an affidavit the existence of the telephone conversation, the date, the time of its occurrence and the name of the
party speaking on behalf of the party to whom the message was sent, and that it was confirmed to him that the message was sent was received.



 







    	 



    	 



    

 





In
witness whereof the parties have signed


 


	 	 	 	 	 
	The
    Kibbutz	 	The
    Corporation	 	Canndoc