Exhibit
4.2


 


Partnership
Agreement


 


Made
and signed in Beit Ha’Emek on 21st of the month of May 2015


 


	Between:	Canndoc
    Ltd.
	 	Private
    company limited in shares
	 	Pcn
    51441851
	 	Pob
    4367 (Geula branch) Tel Aviv - Yafo
	 	By
    managers and authorized signatories: Yaron Blovstein and Avner Barak
	 	(hereinafter:
    “Canndoc”)


 


Of
the One Part


 


	And
    Between:	Beit
    Ha’Emek Agriculture - Cooperative Agricultural Association Ltd.
	 	Number
    57-003823-2
	 	(hereinafter:
    “Beit Ha’Emek Agriculture”)
	 	Address,
    Kibbutz Beit Ha’Emek, Mobile Post Oshrat ___
	 	 
	 	Kibbutz
    Beit Ha’Emek Cooperative Agricultural Association Ltd.
	 	Number
    570007609
	 	(hereinafter:
    “the Kibbutz”)


 


Of
the Second Part


 





	 	A
    new Association which shall be established by the Beit Ha’Emek corporations
	 	(hereinafter:
    “the Association”)


 


Whereas
the Kibbutz is the holder of the lease rights in agricultural land designated for agricultural cultivation in an area of 5 Dunam
located in plot 18480, parcel 17, and whose details and full description, including its boundaries, appear in the Diagram attached hereto
as Appendix A (“Diagram”), and which are marked in a red line in the Diagram (hereinafter: “the
Property”).


 




    	 



     


    

 


And
whereas, the Kibbutz has granted a right of use in the Property to Beit Ha’Emek Agriculture, which is wholly controlled by
the Kibbutz.


 


And
whereas, the Kibbutz is a party to this agreement due to its being the holder of the rights in the Property and being the owner of
the water rights and since for purposes of approval and granting of validity to this agreement, the approval of the competent institutions
is required for the engagement in this agreement.


 


And
whereas, the Kibbutz has founded a new association (“the Association”) for purposes of its engagement in this contract
and in unregistered partnership with Canndoc.


 


And
whereas, the Kibbutz and Beit Ha’Emek Agriculture issue their agreement for the Association and Canndoc to make use of the
Property in accordance with and subject to the provisions of this agreement.


 


And
whereas, Canndoc hereby declares that it has all of the approvals, permits and consent required by any relevant authority, including
the Ministry of Health and the Ministry of Internal Defense, including the Israel Police.


 


And
whereas, the Association and Canndoc wish to operate in an unregistered partnership in the framework of a joint venture which shall
operate in the property, a farm for both cultivation of cannabis plants for medical use and extraction of medical cannabis oil
(hereinafter: “the Farm” and “the Partnership”) for marketing by the company Canndoc Ltd., at its
exclusive discretion (hereinafter: “Canndoc”) and in accordance with the terms of the growers license which Canndoc
holds, in accordance with and subject to the provisions of this agreement below. A copy of the growers license of Canndoc is attached
hereto as Appendix A-1.


 


And
whereas, the Partnership is for cultivation purposes only (as defined in this agreement), and the Association and/or the Kibbutz
shall not have any right in any venture and/or collaboration and/or other activity with Canndoc unless agreed otherwise in advance and
in writing. However, on the other hand, it is clarified and declared hereby that the Association and/or the Kibbutz and/or any party
on their behalf does not have and shall not have any liability towards the final product and/or in respect of the use thereof and/or
in respect of the results of the use thereof, and all as specified below in this agreement.


 




    	 



     


    

 


And
whereas the Partnership will operate in the framework of an unregistered partnership.


 


Accordingly
it is agreed between the parties as follows:


 


 Preamble




 














	1.	The
    preamble and the appendices to this agreement constitute an inseparable part thereof.
	 	 
	2.	The
    headings of the clauses in this agreement were intended for convenience of reference only, and may not be accorded any interpretive
    significance.
	 	 
	 	In
    this agreement the following terms shall have the meaning appearing adjacent thereto:
	 	 
	 	The
    Areas of the Property - an area of approximately 5 Dunam (with agricultural greenhouses) and which is marked in the Diagram
    attached as Appendix A.
	 	 
	 	(The
    Kibbutz will maintain a reserve of agricultural land available, adjacent to the Property, for purposes of future expansion of the
    activity of the Partnership in an area of 3 Dunam).
	 	 
	3.	This
    agreement exhausts all of the agreements of the parties related to the Property, the Partnership and its activity. Upon the signature
    of this agreement, all of the declarations of the parties and/or their undertakings and/or any representation and/or agreement, whether
    orally or in writing, made by them prior to the signature upon this agreement, concerning the Property and/or the Partnership and/or
    its activity, are null and void.
	 	 
	4.	Every
    party to this agreement undertakes to bring this agreement for approval of its competent institutions within 40 days from the date
    on which the last of the parties has signed upon the agreement. Approval of the competent institutions is a suspending condition
    to the entry into force of this agreement. Approval of the competent institutions will be attached as Appendices B and C
    respectively, to such extent as they are issued and after they are issued.


 




    	 



     


    

 


The
Cultivation


 


	5.	The
    joint activity of the partners will involve cultivation of medical cannabis plants and/or extraction of oil from medical cannabis
    (hereinafter: “the Cultivation”) in the Property.
	 	 
	6.	For
    purposes of this agreement, “Cultivation” means, inter alia: treatment of the ground, irrigation,
    growing, handling of the Cultivation, harvesting and every agronomic activity required for the Cultivation in the area of the Cultivation
    - as shall be agreed between the parties, preparation of seedlings, and extraction of oils from the medical cannabis. Save
    for improvement and/or cultivation of strains, research and so forth.
	 	 
	 	It
    is emphasized that the Partnership will engage solely and exclusively in Cultivation as defined in this agreement. All of the operation
    and all of the responsibility for the actions carried out prior to Cultivation and/or thereafter, such as: development of strains
    and activities which shall be carried out at the end of the Cultivation, conversion of the oil and/or medical cannabis into other
    products, marketing to patients, product liability from the moment of delivery to Canndoc and so forth, shall not apply to the Partnership
    and/or the Association and/or the Kibbutz and/or any party on their behalf. The Partnership between the parties is for purposes of
    Cultivation only.
	 	 
	 	It
    is clarified that to such extent as the product which shall be received shall be of an inferior quality, as defined below, Canndoc
    shall not be obligated to purchase the product of the Partnership. “Inferior quality” in this matter - in accordance
    with the definitions of the Ministry of Health, defined below. The Partnership shall have a right to produce an alternative product
    in these circumstances and Canndoc shall acquire it in accordance with its needs.


 




    	 



     


    

 


The
Partnership and its purpose


 


	7.	The
    partners - the Association and Canndoc will operate in the framework of an unregistered partnership.
	 	 
	8.	The
    principal purpose of the Partnership shall be a joint venture for Cultivation of medical cannabis plants in Beit Ha’Emek .
	 	 
	9.	The
    rights of the parties in the Partnership shall be: 70% Canndoc and 30% the Association.
	 	 
	10.	The
    Partnership will engage in everything required and shall be responsible for Cultivation of cannabis plants and production of oils
    and their sale to Canndoc Ltd., maintenance and current and proper operation of the Farm in accordance with the requirements of the
    regulator.
	 	 
	11.	The
    parties undertake to act jointly for the approval of this agreement and of the Partnership by the competent Authority pursuant to
    the Agricultural Settlement Law and to sign upon any document and to carry out any action which shall be required for the approval
    and operation of the Partnership. Such approval constitutes a suspending condition to the validity of this agreement as specified
    below.
	 	 
	12.	The
    Partnership will operate, to such extent as possible, in accordance with the Cultivation plan which was prepared by the parties for
    the joint operation, which is attached as Appendix D of this agreement.
	 	 
	13.	It
    is clarified that the Partnership shall not bear any direct or indirect liability for the products of Canndoc which are marketed
    to the patients and/or any other entity, or any other liability for matters which are not related to the process of Cultivation.
    The exclusive liability for this matter shall be of Canndoc and it shall indemnify the Association and/or Beit Ha’Emek in the
    event that a lawsuit and/or a demand shall be submitted against them in respect of the products of Canndoc Ltd., and a judgement
    shall be issued, subject to that stated in this agreement. In addition, the Partnership will finance the cost of product liability
    insurance with an insurer, and it undertakes to indemnify the parties to this agreement in the event that a lawsuit and/or a demand
    shall be submitted against them in respect of the product. The Kibbutz may insure itself in additional insurance as against any damage
    which shall be caused to patients in respect of the product in a separate insurance policy, and in such instance the Kibbutz will
    bear the costs of the additional insurance itself. For the sake of removal of doubt it is clarified that this agreement does not
    grant Canndoc and/or the Partnership, in any manner or form, rights in the land of Kibbutz Beit Ha’Emek and/or the water rights
    of Kibbutz Beit Ha’Emek and/or in any other of the assets of Kibbutz Beit Ha’Emek , other than the rights of use in the
    Property specified in this agreement which shall be accorded to the Partnership, and for the period of this agreement alone. It is
    further clarified that this agreement does not grant the Kibbutz and/or the Association any right whatsoever in the strains, the
    Cultivation protocols, the growers license, the know-how, the list of patients and the business connections belonging to Canndoc
    Ltd.


 




    	 



     


    

 


Management
of the Partnership


 


	14.	The
    accounting of the Partnership will be carried out on the books of Canndoc with a pricing separation. The accounting of Canndoc (including
    the payroll accounting) will be managed in entirety at the accounting department of Beit Ha’Emek at Beit Ha’Emek in accordance
    with the prices and conditions concluded in accordance with the market prices. Beit Ha’Emek will be responsible for placing
    a workstation at the offices of the company which is connected to an ERP (One) program, and will enable control and supervision at
    all times.
	 	 
	15.	The
    management of the Partnership will be composed of three representatives of Canndoc and two representatives of the Association. Each
    party will appoint the representatives by notice in writing to the counterparty and shall be entitled to replace the representatives
    from time to time, by notice of writing. This clause will not change without the agreement of the parties in writing.
	 	 
	16.	The
    management of the Partnership will approve the annual Cultivation plan and any deviation therefrom, and shall be authorized to pass
    any resolution in the framework of the purposes of the Partnership.



 



    	 



     


    

 


	17.	Resolutions
    in the management of the Partnership will be passed by a majority, save for the matters specified below, with respect to which a
    unanimous decision is required:


 





	 	17.1.	Sale
    of the rights in the holding in the Partnership or part thereof.
	 	 	 
	 	17.2.	The
    entry of additional partners into the Partnership.
	 	 	 
	 	17.3.	The
    opening of accounts at financial institutions.
	 	 	 
	 	17.4.	Approval
    of the annual business plan and the investment plan.
	 	 	 
	 	17.5.	Approval
    of distribution or non-distribution of dividend.
	 	 	 
	 	17.6.	Approval
    of any transaction between parties at interest, including amendments to transactions between parties at interest.
	 	17.7.	The
    granting of guarantees to third parties.
	 	 	 
	 	17.8.	The
    obtaining of loans and/or investment capital.
	 	 	 
	 	17.9.	Entry
    into new fields of activity.
	 	 	 
	 	17.10.	Activity
    with a material impact on the lifestyle at Beit Ha’Emek .
	 	 	 
	 	17.11.	Signatory
    rights.
	 	 	 
	 	17.12.	Appointment
    of CEO and chairman.


 





	18.	The
    Partnership will appoint a manager for the Farm as shall be needed, who shall be responsible for the employees of the Farm and the
    routine operations of the Farm and everything related to the Cultivation at the Farm. The parties agree that Canndoc has a first
    right to propose a candidate on its behalf for this position, in light of its expertise and multi-year experience in the field.


 


Accounting


 


	19.	It
    is agreed between the parties that the accounting services of Canndoc will be conducted at the accounting department at Beit Ha’Emek
    in accordance with customary and agreed market prices. The accounting of the Partnership will be conducted in the books of Canndoc,
    separately from the remainder of its financial activity which is not related to the Partnership, as activity-based-costing activity
    (hereinafter: “the Ledger of the Partnership”). All of the data in the Ledger of the Partnership will be available
    for review of any party at any time. It is clarified that this service includes payroll accounting services and costing services
    for analysis of the operations. All of this, at competitive prices which shall be approved by the management of Canndoc.
	 	 
	 	Accounting
    services include: preparation of monthly/quarterly/annual reports, payroll accounting, costing services for detailed analysis of
    the products or sub-activities, preparation of a balance sheet.



 



    	 



     


    

 


	20.	The
    management of the Partnership will receive a report every quarter concerning the income and expenses of the Partnership, and any
    other information required in connection with the Partnership and its business affairs.
	 	 
	21.	The
    books of account of the Partnership shall be open at all times to the parties to this agreement. Canndoc shall be exclusively liable
    shall have discretion for performance of current payments on behalf of the Partnership.


 


Financing,
investments and expenses


 


	22.	The
    income of the Partnership will serve for payment of its current expenses.
	 	 
	23.	To
    such extent as the Partnership shall require financing for its activity, including its current activity and/or its expenses and/or
    compliance with its undertakings pursuant to this agreement and/or for its debt upon liquidation, such financing will be provided
    by each party, in accordance with its proportional share in the holding of the Partnership.
	 	 
	24.	In
    the event that the Association shall be unable to provide the funds required for purposes of the Investment in the Partnership and/or
    financing of its current and/or other activity and/or bearing of its expenses and/or compliance with its undertakings and/or any
    other monetary undertaking pursuant to this agreement (hereinafter: “the Investment”), the Association shall find
    a party to provide a loan to the Association at the rate of the Investment required at such time in the stead of the Association,
    on behalf of the share of the Association, alongside the share of Canndoc as stated. In the event that Canndoc shall be the party
    to provide the loan to the Association, then the loan shall be returned to Canndoc from the share of the Association in the profit
    of the Partnership. The loan shall be provided under terms of a commercial market loan at such time, which shall be concluded between
    the parties in advance and in writing. Every Investment invested by any of the parties in the Partnership in accordance with the
    business plan and in accordance with the investment plan, and subject to that stated in this agreement and in accordance with applicable
    law, and to such extent as the resolution for investment has been passed lawfully by the competent organs of the Partnership, including
    financing of the current activity and/or bearing of expenses in which the Partnership must bear, shall be deemed as a shareholder’s
    loan which shall be returned to the parties prior to distribution of profit to the parties to such extent as there shall be any.



 



    	 



     


    

 


	25.	Shareholder’s
    loans shall bear annual interest at a rate which shall be determined on the date of provision of each and every loan.


 


Payments
and expenses


 


	26.	The
    parties in the Partnership will bear the current expenses arising from the operation of the Farm and the Cultivation in accordance
    with the rate of their holding in the Partnership and in accordance with the requirements of the regulator and/or any other necessary
    institution. To such extent as yields shall be made in the Property for activity of Canndoc which is not in the framework of the
    Cultivation, the expenses of this activity shall not apply to the Partnership.
	 	 
	27.	Use
    of water by the Partnership shall be made in accordance with applicable law.
	 	 
	28.	Payment
    on behalf of water consumption shall be paid on a current basis by the Partnership to the water provider in accordance with the water
    tariffs determined in the Potable Water for Agriculture Law, and which are published by the Water Authority.
	 	 
	29.	The
    Partnership shall endeavor, immediately after the signature upon this agreement, to obtain an agricultural water quota from the Water
    Authority in accordance with the anticipated consumption for the venture. The Kibbutz undertakes to reasonably endeavor that the
    Partnership shall be entitled to the water quota and that the provision of water to the Partnership shall be regular and uninterrupted.
	 	 
	30.	Employees
    of Canndoc will provide work services to the Partnership. The aforementioned employees shall be employed by Canndoc. The Kibbutz
    shall have a first right to propose employees to Canndoc for work in the Partnership under salary terms which are customary at Canndoc
    and at law, and who shall be qualified to carry out the work which is required. Acceptance of Employees is contingent upon the approval
    of the management of the Partnership and all of the required institutions (the Police, the Ministry of Health, and so forth). The
    Partnership of the management has full liberty to employ and/or dismiss employees as it deems fit, from the Kibbutz and/or from any
    other source.




    	 



     


    

 


	31.	For
    the sake of removal of doubt, the Partnership is not responsible for the rights of employees in the period preceding the establishment
    of the Partnership. Each party undertakes to indemnify the Partnership and/or the counterparty in respect of lawsuits of members
    and salaried employees who worked at such party, and were transferred to work in the Partnership, if these shall sue the Partnership
    in respect of the period preceding its establishment, or in respect of their work other than in the framework thereof. Attached hereto
    as Appendix E concerning employees who we employed by the parties prior to establishment of the Partnership.
	 	 
	32.	The
    Partnership will pay the electrical and gas and/or any other expense required for purposes of the use and the Cultivation.


 


Profit
and loss


 


	33.	Profit
    will be distributed solely and exclusively after performance of all the payments in respect of the current expenses required for
    management of the business affairs of the Partnership, the Investments, payment of all of the financing expenses (in accordance with
    this order).
	 	 
	34.	All
    of the expenses and taxes will be paid in practice by Canndoc since the Partnership will be activity-based-costed at Canndoc and
    Canndoc will obligate the Partnership. From the profit available for distribution, the amounts for return of Investment shall initially
    be deducted. Investments, to such extent as shall be required, shall be approved in advance and in writing by both parties. If an
    agreed Investment shall take place, where Canndoc will provide the financing thereof with the approval of the Association, the financing
    and the principal shall be set off in the pricing, prior to calculation of the profit for distribution.
	 	 
	 	When
    profits shall be distributed in the activity-based-costing partnership, it shall be distributed in accordance with the ownership
    70% - 30%. In any event, the Association shall be entitled to 30% of the pricing profits.


 




    	 



     


    

 


The
Property


 


	35.	The
    Kibbutz declares and undertakes hereby as follows:


 


	 	35.1.	It
    is the holder of a lease-right in the Property pursuant to a lease contract signed with the Israel Lands Administration on 26.4.1990,
    for a period commencing on 1.10.1989 and ending on 30.9.2038, save for a change, if and to such extent as shall apply, in light of
    the change in the classification of Beit Ha’Emek to a town. To such extent as the Kibbutz is aware, this change is not anticipated
    to impact that stated in the agreement. If it shall have a detrimental effect - the right to exit the agreement shall be in accordance
    with the provisions set forth in clause 50.
	 	 	 
	 	 	The
    lease agreement with Israel Lands Administration is attached as Appendix F of this agreement.
	 	 	 
	 	35.2.	 That
    on the date of the signature upon this agreement, it is not aware of any bar to renewal of the lease agreement with the Israel Lands
    Administration, for any period.
	 	 	 
	 	35.3.	That
    to such extent as is contingent upon it, it shall continue to remain the lessee and the holder of the Property throughout the entire
    period of this agreement, and shall not grant or assign or transfer or pledge its rights in the Property to any third-party (save
    for the Association) and shall not carry out any action which may prevent renewal of the lease agreement with the Israel Lands Administration
    at the end of any lease period. The Kibbutz undertakes to endeavor with the Israel Lands Administration to extend/renew the lease
    agreement including the Property, which shall ensure its rights in the Property for the entirety of the duration of this agreement.
    For the sake of removal of doubt, it is clarified hereby that to such extent as an agreement shall not be signed with the Authority
    for reasons not contingent upon the Kibbutz, this shall not be deemed breach of the agreement, and Canndoc and/or the Partnership
    shall not be entitled to any additional compensation in respect thereof. In such instance, Canndoc shall be entitled to notify upon
    cessation of the engagement immediately, and the Association and the Kibbutz shall not be entitled to any compensation in connection
    therewith.



 



    	 



     


    

 


	 	35.4.	All
    of its rights in the Property are free of any pledge or any other third-party right.
	 	 	 
	 	35.5.	That
    subject to receipt of the approvals required from the competent Authority, pursuant to the Agricultural Settlement Law and/or pursuant
    to the lease contract with the Israel Lands Administration, there is no statutory, legal, contractual, or other bar to its engagement
    in this agreement and fulfillment of its undertakings hereunder.
	 	 	 
	 	35.6.	The
    Kibbutz and/or the Association will grant the Partnership authorization to use the Property subject to the approval of the Ministry
    of Agriculture and/or a party on its behalf.
	 	 	 
	 	35.7.	The
    declarations of the Association above, and their accuracy, are a fundamental condition to the signature upon this agreement.


 


	36.	The
    Kibbutz and Beit Ha’Emek Agriculture undertake hereby as follows:


 


	 	36.1.	Subject
    to that stated above, to provide the Property as defined in the preamble to this agreement for the use of the Partnership throughout
    the entire period of this agreement, without consideration, for every purpose related to the Cultivation of medical
    cannabis as defined in this agreement, and for such purpose alone and subject to that stated in this agreement.
	 	 	 
	 	36.2.	To
    pay in respect of the Property, throughout the entire period of the agreement, lease/rental fees to the Israel Lands Administration,
    in the framework of the annual payments to the Authority carried out by the Kibbutz in respect of the Kibbutz square, and to make
    available the Property when it is clear of any person and waste.
	 	 	 
	 	36.3.	To
    bear any payment which shall be imposed upon the Property and which is imposed upon the owner and/or the lessee of the Property.



 



    	 



     


    

 


	 	36.4.	Not
    to endeavor and/or to initiate a change in the zoning of the Property to any other zoning (including residential and/or industrial)
    in such manner as shall harm the use of the Property in accordance with this agreement, and save for existing plans.


 


	37.	The
    Partnership shall bear any payment imposed upon the Association/Kibbutz in respect of the activity of the Partnership in the Property
    and which is imposed upon the holder (as distinct from the lessee/owner) of the Property, including payment of municipal taxes to
    the Mateh Asher Regional Authority, and other taxes as shall be required, and provided that they apply by their nature to the holder
    and user of the Property and not to the owner thereof or the lessee in the Property.
	 	 
	38.	It
    is clarified and agreed that other than the right of use granted to the Partnership pursuant to this agreement, there is not and
    shall not be any right in the Property for the Partnership.
	 	 
	39.	The
    Partnership will not carry out any planning changes and/or changes in zoning, unless agreed otherwise in writing, and after the rules
    related to the financial investments and the rights of the parties shall have been determined.
	 	 
	40.	The
    Partnership shall not carry out any structural changes to the contour, improvement in the Property, drainage, and changes in the
    outline of the Property other than changes required for the current Cultivation, beyond the Areas of the Property,
    unless this was agreed in advance and in writing, and after the rules related to the monetary investments and the rights of the parties
    shall have been determined. That stated shall not apply to any changes in the existing structures today.
	 	 
	41.	It
    is agreed hereby that at the end of the period of the right of use as stated in this clause, the Kibbutz/Beit Ha’Emek Agriculture,
    have the right to demand of the Partnership to remove all of the construction and the infrastructure installed which may not be separated
    or dismantled by the Partnership, or to leave them in the land, all at its discretion and without being required to pay any compensation
    in respect of the infrastructure. The Kibbutz/Beit Ha’Emek Agriculture will participate in the costs of the removal in accordance
    with the rate of its holdings in the Partnership.


 







    	 



     


    

 


Provision
of the Property to the Partnership


 


	42.	Beit
    Ha’Emek Agriculture/the Kibbutz undertake to provide the Property for the use of the Partnership from the date of the provision
    of the approval of the competent Authority pursuant to the Settlement Law.
	 	 
	43.	If
    60 days have passed from the signature upon this agreement and the approval of the Supervisor pursuant to the Agricultural Settlement
    Law has not been issued for the activity of the Partnership in the Property, each party shall be entitled to cancel this agreement
    without this being deemed breach and without any of the parties being obligated in compensation to its counterpart.
	 	 
	44.	Nothing
    in that stated above shall detract from the obligation of all of the parties to diligently and in good faith endeavor to obtain the
    approval.
	 	 
	45.	The
    Property will be delivered to the Partnership in its condition at the time of its delivery (As Is), and the Partnership shall have
    no contention with respect to the type, nature and/or condition of the Property, upon all of the connections thereto, and included
    with respect to electricity, water, and sewage infrastructure, save for a hidden fault and/or defect.
	 	 
	46.	The
    Partnership will use the Property for every purpose in the field of Cultivation of medical cannabis and extraction of medical cannabis
    into oil (hereinafter: “the Product”), pursuant and subject to all of the relevant licenses and/or permits in
    accordance with applicable law and/or directive of any competent Authority throughout the entire period of the authorization, and
    which are valid, and the sale of the Products to Canndoc, which is responsible for the transportation and distribution of the Product
    to its patients.


 





The
period of the agreement for the authorization for use of the Property


 


	47.	The
    period of authorization of use of the Partnership in the Property shall be 5 years + 3 options of 5 years each which shall be renewed
    automatically subject to fulfillment of all of that stated in this agreement.



 



    	 



     


    

 


	48.	Upon
    liquidation of the Partnership, the following shall apply:


 


	 	48.1.	The
    Partnership shall vacate the agricultural lands and return them to the Kibbutz.
	 	 	 
	 	48.2.	The
    Partnership will cover all of its expenses and liabilities as of the date of the liquidation.
	 	 	 
	 	48.3.	To
    such extent as a profit balance shall remain for the Partnership (which was collected in practice), and after coverage of all of
    the debts and liabilities, then the profit balance shall be divided between the partners in accordance with their share in the division
    of profit.


 





Cancellation
of the agreement


 


Cancellation
of the agreement by Canndoc


 


	49.	In
    any instance where the grower’s license of Canndoc will be suspended or frozen and/or any decision of the government and/or
    any other body shall be passed whereby the Cultivation of medical cannabis in Israel shall be prohibited or new regulations or regulatory
    requirements shall enter into force and/or the grower’s license of Canndoc shall not be renewed, Canndoc shall be entitled
    to notify the Association of termination of the Partnership and the expiry of this agreement immediately, and without any of the
    parties having any contention and/or demand and/or claim in respect thereof.
	 	 
	50.	It
    is clarified that in the event of a detrimental material change (exceeding 10%) in the price paid by a patient for a gram of medical
    cannabis and/or cannabis oil, Canndoc shall be entitled to notify the Association of cessation of the activity of the Partnership
    and expiry of this agreement immediately, and without any of the parties having any contention and/or demand and/or claim in respect
    thereof.
	 	 
	51.	Canndoc
    shall be entitled to notify the Association at any time upon liquidation of the Partnership and termination of this agreement, by
    advance notice 3 (three) months in advance. If Canndoc shall have cancelled the agreement as stated in this clause, other than due
    to its breach by the Association, the following provisions shall apply:


 




    	 



     


    

 


	 	51.1.	The
    Partnership will vacate the property within two months from the date of the notice of termination of this agreement.
	 	 	 
	 	51.2.	Upon
    vacating the Property, the Association and/or the Kibbutz and/or Canndoc shall have no contention and/or demand and/or claim toward
    the other parties and/or the Partnership concerning cancellation of the agreement subject to that stated above.


 


	52.	In
    the instances stated above in clauses 49-50, everything existing in the Property and connected thereto permanently, including the
    infrastructure and the structures, shall remain in the Kibbutz and shall belong to the Kibbutz, without any payment on behalf of
    the Kibbutz.
	 	 
	 	The
    Kibbutz will be entitled to receive from the partners its proportional share in the equipment and the investments acquired after
    foundation of the Partnership, after deduction of any investment made by Canndoc in the Partnership in respect of the share of the
    Association or the Kibbutz as stated in clause 24 of the agreement and after depreciation.
	 	 
	 	In
    the event where the agreement was cancelled pursuant to the provisions of clause 51 only, the Association will be entitled
    also to liquidated damages in an amount of NIS 200,000. With respect to other equipment in the property, to such extent that the
    Kibbutz shall deem it relevant for its uses, it shall be delivered for the use of the Kibbutz on account of such compensation, in
    accordance with its book value. The remainder of the compensation will be paid by Canndoc in cash within a period of 90 days from
    the date of the notice of the cancellation, with deduction of any income invested by Canndoc in the Partnership in respect of the
    share of the Association or the Kibbutz as specified in clause 24 of the agreement. The Kibbutz may withhold the equipment only as
    collateral for the performance of the payment by Canndoc. The Kibbutz and/or the Association shall not be entitled to maintain possession
    of an inventory of medical cannabis and/or its products, documents, funds, and so forth.


 







    	 



     


    

 





Cancellation
of the agreement by the Association and by the Kibbutz


 


	53.	The
    Association shall be entitled to cancel this agreement by notice of 18 months in advance or until Canndoc shall locate an alternative
    Cultivation area approved by the required Authority, the earlier of these, as well as in any instance where continued performance
    of this agreement is not possible subsequent to a demand of any Authority to terminate it, and provided that the Association did
    not initiate, in any manner, whether directly or indirectly, the approach to the Authority, and it carried out every action required
    and operated diligently in order to remove the aforementioned demand. Notwithstanding that stated, a demand of any Authority which
    cannot be fulfilled without any expenditure by the parties (save for payment, as shall be required for renewal of the square contract
    (the lease contract of the Kibbutz) with the Israel Land Authority) shall not constitute a demand which brings about the end of the
    agreement as stated above, and the parties will collaborate, to such extent as possible, in fulfillment of the demand, and all in
    accordance with the circumstances of the matter. “Any authority” - for purposes of this clause - including the Israel
    Land Authority, Ministry of Agriculture, Supervisor of exercise of the Agricultural Settlement Law, the relevant planning and building
    committees, the regional council and so forth.
	 	 
	54.	If
    the Association has cancelled the agreement due to a demand of such Authority above, Canndoc shall be entitled to take possession
    of any equipment and/or installation and/or attachments acquired as part of the joint activity, at its discretion, and provided that
    it shall return the area of the Farm in a clean and orderly manner to the Association/Kibbutz, and this is against a refund of payments
    to the Association in respect of the proportional share of the Association in the equipment, to such extent as it has invested funds
    in the equipment and with deduction of any investment by Canndoc in the Partnership in respect of the share of the Association or
    the Kibbutz as stated in clause 24 of the agreement.


 







    	 



     


    

 


Prohibition
on competition


 


	55.	The
    Association and/or the Kibbutz, their managers and shareholders therein, undertake not to compete with the business of Canndoc Ltd.
    and/or the business of the Partnership, directly or indirectly, themselves and/or by means of others, whether independently or as
    salaried employees, including by way of partnership or of holding, themselves or through others, in shares or in management rights
    in any corporations, in Israel and/or overseas, for five years from the expiry of this agreement for any purpose whatsoever. 


 


Preservation
of confidentiality


 


	56.	Throughout
    the period of this agreement, and thereafter, the Association and/or the Kibbutz and their managers, undertake not to disclose and/or
    transfer to any person and/or entity, information upon Canndoc and/or Canndoc Ltd. and/or the business and activity of the Partnership
    or information and/or a list of customers and/or suppliers and/or Cultivation protocols, irrigation regimes, fertilizer and aeration
    and/or any other information related to the intellectual property (hereinafter: “the Information”) which has reached
    it in the framework of the period of the Partnership and/or in connection with Canndoc and/or Canndoc Ltd. and/or the Partnership.
    The Association and/or the Kibbutz and their managers undertake to preserve in confidence everything related to the business affairs
    of Canndoc and/or Canndoc Ltd. and/or the Partnership, and not to harm in any manner the goodwill of Canndoc and/or Canndoc Ltd.
    and/or the Partnership and/or their customer database.
	 	 
	57.	The
    Association and/or the Kibbutz and their managers undertake to maintain absolute confidentiality in connection with all of the Information
    as defined above and/or know-how and/or confidential information and/or any other information of value and/or of any third-party
    maintaining connections with Canndoc, Canndoc Ltd. and the Partnership, and which reached them subsequent to their connection with
    Canndoc and/or Canndoc Ltd. and/or the Partnership (hereinafter: “the Additional Information”).
	 	 
	58.	The
    Association and/or the Kibbutz and their managers undertake not to make any use of the Information and/or the confidential information
    and/or the Additional Information without express consent in writing from Canndoc Ltd., whether themselves, or by means of others,
    whether directly or indirectly, and not to transfer same to any person and/or corporation for any purpose whatsoever, whether for
    consideration or without consideration.



 



    	 



     


    

 


	59.	The
    provisions of this clause shall apply indefinitely, even this agreement shall be cancelled for any reason whatsoever.


 


Intellectual
property


 


	60.	It
    is clarified and agreed between the parties expressly that all of the current and future intellectual property rights in the intellectual
    property upon all of its components, including, but not only, types of strains, methods for extraction of oil, types of oils, Cultivation
    protocols, patient lists, contact persons at various Authorities, and commercial secrets (hereinafter: “the Intellectual
    Property”) are the exclusive property of Canndoc. Furthermore, the Association and/or the Kibbutz and their managers and/or
    any party on their behalf are prohibited from using the Intellectual Property for any purpose other than in accordance with the provisions
    of this agreement and/or after the conclusion of this agreement for any reason whatsoever.
	 	 
	61.	The
    Intellectual Property is a commercial secret owned exclusively by Canndoc, which was obtained by great investment and extensive efforts,
    and the Association and/or the Kibbutz and/or their managers and/or a party on their behalf shall have no contention in connection
    with the eligibility of the Intellectual Property to constitute a commercial secret, and that the use thereof shall be made pursuant
    to this agreement, and that they shall not contend ownership or a right in connection with the Intellectual Property.


 





Compensation
and grants


 


	62.	To
    such extent as during the period of disagreement, an insurance and/or security and/or war and/or natural disaster event shall take
    place, as a result of which the cannabis plants and/or the Products derived from them and/or the equipment and/or the inventory of
    the Partnership shall be occasioned damage which entitles and/or may entitle any of the parties in this agreement to compensation
    and/or proceeds whatsoever from an insurance company and/or the fund for natural damage or any other entity, the compensation and/or
    the proceeds to the Partnership shall belong to the Partnership and the party who has received them undertakes to transfer them to
    the Partnership, and this in connection with the crops and/or the Product which had begun and/or been created after the signature
    upon this agreement.



 



    	 



     


    

 


	63.	To
    such extent as the Association shall be able to receive grants in respect of investments in Cultivation and/or processing, irrigation
    systems and/or drainage and ground preservation works, from the Ministry of Agriculture or from any other entity, the Association
    shall endeavor to submit applications and to receive the grants, and the grant will be transferred to the Partnership. For the sake
    of removal of doubt it is clarified that the transfer of such grants to the Partnership shall not be deemed a loan and/or investment
    of the Association in the Partnership.


 





Liability
and insurance


 


	64.	It
    is emphasized that the Partnership will engage solely and exclusively in Cultivation as defined in this agreement. All of the activity
    and all of the liability for the activity carried out prior to the Cultivation and/or thereafter, such as: development of strains,
    and activity which shall be carried out at the end of the Cultivation such as: marketing to patients, liability for products from
    the moment they were delivered to Canndoc and so forth, shall not apply to the Partnership and/or the Association and/or the Kibbutz
    and/or any party on their behalf. The Partnership between the parties is for purposes of Cultivation alone.
	 	 
	65.	It
    is clarified that the Partnership will not bear any direct or indirect liability for the products of Canndoc which are marketed to
    the patients and/or to any other party and any other liability for matters which are not related to the process of Cultivation. The
    exclusive liability for this matter shall be that of Canndoc and it shall indemnify the Association and/or Beit Ha’Emek in
    the event where a lawsuit and/or a demand shall be submitted against them in respect of the Product of Canndoc Ltd., and a judgement
    shall be issued, subject to that stated in this agreement.



 



    	 



     


    

 


	66.	The
    Partnership will finance the cost of product liability insurance with an insurer, and it undertakes to indemnify the parties to this
    agreement in the event that a lawsuit and/or demand shall be submitted against them in respect of the Product.
	 	 
	67.	The
    Partnership/Canndoc will insure its activity in accordance with and subject to the provisions of this agreement with the following
    insurance policies: product liability insurance, third-party liability insurance, employers liability insurance, these insurances
    will include the parties to this agreement and the Kibbutz as insured parties.
	 	 
	68.	The
    Partnership will act to insure its operations in product liability insurance as stated in this agreement. In any event, all of the
    liability for the Product and its marketing, from the moment of its delivery to it, shall apply to Canndoc Ltd. alone, subject to
    the remainder of the provisions of this agreement.
	 	 
	 	Attached
    hereto is an insurance appendix describing the insurance policies to apply to the Partnership and the insurance policies to be affected
    by Canndoc.


 





Suspending
condition


 


	69.	The
    validity of this agreement is contingent upon receipt of the consent of the competent Authority pursuant to the Agricultural Settlement
    Law (exceptions to use in land and water) - 1967 and the routine operations pursuant to this agreement. The Association and Canndoc
    undertake, immediately after the signature upon this agreement, to seek the consent of the competent Authority pursuant to the Agricultural
    Settlement Law and to endeavor diligently and in good faith to obtain such approval.
	 	 
	70.	The
    Association and Canndoc undertake to act in every possible manner for approval of this agreement, including submission of legal actions
    and appeals and/or reservations to every necessary legal forum.
	 	 
	71.	The
    Kibbutz undertakes to endeavor to assist in any possible manner for obtaining of such approval.



 



    	 



     


    

 


	72.	The
    validity of this agreement is contingent upon the approval of the competent Authority in the Kibbutz for the engagement.


 


The
Relations of the parties


 


	73.	For
    the sake of removal of doubt, the existence of the Partnership shall not limit the parties in any manner or form in the conduct of
    their business or their assets during the period of the agreement, save as determined expressly in this agreement, and it does not
    have the effect of restricting the parties in any manner whatsoever after the period of the agreement, subject to the provisions
    of this agreement.
	 	 
	74.	Subject
    to the advance approval of the head of the medical cannabis unit in the Ministry of Health, Canndoc shall be entitled to bring into
    the Farm for purposes of a visit and a review, any relevant entity, including research and development parties, investors, performing
    contractors for infrastructure work, maintenance and their employees.
	 	 
	75.	It
    is clarified that the Association and/or the Kibbutz shall not be entitled to bring any party on their behalf into the bounds of
    the Farm without the approval of Canndoc and the approvals required from the medical cannabis unit at the Ministry of Heath and the
    Israel Police.


 





Transfer
of duties and rights


 


	76.	The
    parties shall not be entitled to assign the rights and obligations under this agreement in any manner whatsoever, including by way
    of sale and/or release and/or pledge, save for assignment to a corporation which is exclusively controlled by the assigning party
    or of Kibbutz Beit Ha’Emek. However, the parties shall be entitled to carry out a change in the holdings therein per their
    desire and freely, and provided that this shall not prejudice any provision and/or directive in this agreement.


 




    	 



     


    

 


Miscellaneous


 


	77.	Any
    change and/or amendment and/or reduction and/or appendix and/or additional agreement related to this agreement shall be made in writing
    only and signed by the parties. 
	 	 
	78.	The
    addresses of the parties shall be as indicated in the headings of this agreement and any postal items sent by registered post to
    the aforementioned address shall be deemed to have arrived to its destination within three business days from the date of the dispatch.


 





	In
    witness whereof the parties have signed
	 	 	 
	Canndoc
    Ltd.	 	the
    Association (new association)


 





	 	 	 
	Beit Ha’Emek Agriculture - Cooperative Agricultural Association Ltd.


 





	 	 	 
	Kibbutz
    Beit Ha’Emek Agriculture - Cooperative Agricultural Association Ltd.