Exhibit 10.9


 


With God’s Help


 


Unprotected Lease Agreement


 


Conducted and signed
in Tel Aviv on January 31, 2008 


 


	Between:	Atirey
    Yeda Ltd

Incorporation
Number: 51- 276926-6

Address: Eliezer
Ben-Yehuda 9,

Tel Aviv,

(Hereinafter:
“The Lessor”)

	 	On the one hand;
	 	 
	 	And:
	 	 
	 	Mobileye
Vision technologies Ltd

Incorporation
Number: 51- 2700436

Address: Hartoom
12, Har Hotzvim

Jerusalem

(Hereinafter
“the Tenant”)

	 	On the other hand;










 








 


Whereas:
     The Lessor is the exclusive owner of the rights to the plot of land known as block 30243 in
plot 115 on Har Hotzvim Jerusalem on the attached registered Licensed Rights marked Appendix A’, on which
there will be erected the building described below (Hereinafter: “The building”);


 


And
whereas: The Tenant has expressed interest in leasing from the Lessor, and the lessor is interested in leasing to the Tenant
by means of a free, unprotected Lease as defined below; all this in accordance with this Lease Agreement’s terms and its
appendixes;


 


And
whereas: The Tenant declares that his business is recognized as a “Know How” and/or “High–Tech”
industry according to the attached Appendix B’ certificate and /or by law;


 


Whereas:
      The Lessor is willing to lease the Tenancy to the Tenant according to this Agreement’s
terms;


 




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Thus
stated, it was stipulated and agreed between the parties as follows:


 


		1.	The preamble of this agreement
                                         is an integral part of the agreement, and it should be regarded as an integral part of
                                         this agreement and its terms.



 


		2.	Definitions 



 


In this agreement, the following
terms will be interpreted as follows:


 


	“The
    Agreement”	This
    Agreement with all its appendices.
	 	 
	“The
    Tenancy” -	The area will be according
        to the blueprint, that will be rectified before the delivery date (gross) as for the Building, all as delimited and marked
        in red on the attached blueprint as Appendix A1’ of this agreement and parking as detailed in the
        following section 7. Hereby clarified that the Tenancy does not include existing and/or additional building percentages
        of real estate, and these will belong at any given time exclusively to the Lessor. 

         

        The final Tenancy’s
        area will be fixed by an Authorized Surveyor on behalf of the Lessor, who will measure the Tenancy according to the following
        definitions, before the delivery date and in all cases not later than a month before the occupation date. It is agreed
        that the Lessor and the Tenant will chose the Authorized Surveyor together and will share his fees equally (50:50 each).

         

        In avoidance
        of doubt, it is hereby clarified, that for every purpose, the Tenancy, according to this Agreement will be dealt with
        on the basis of the Tenancy’s gross surface, as defined by the said Authorized Surveyor, and that this area will
        be definite and no appeal made, even if a future measurement will be different from the detailed one.

         

        “Gross
        Area” in this Agreement: The Tenancy’s area, including external walls and including all the C wing’s
        staircase area, as well as half the width of the walls shared by the Tenancy and the public area and the internal walls,
        in addition to his proportional part (the Tenants net area relatively to the total net area in the Tenant’s floor)
        of the public areas on the entrance floor as detailed in the blueprint and also the proportional part of the technical
        facilities of all the building including the roof and the parking basements, as defined and marked in the blueprint.

	 	 
	“The
    project manager” 	Ehud
    Tayar Project Management Ltd or any other manager at the Lessor’s discretion.
	 	 
	“The cost
    of living index” or “the index” -	“The cost of
    living index” (including fruit and vegetables) as published by the Central Bureau of Statistics or any other official
    body or institute that will replace it.
	 	 
	“The
    basic index”-	The
    known cost of living index on the agreement’s signing date, the index published on 15.1.08 standing at 102.5 points.


 




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	“The
    building” -	A
    three story building, situated on the real estate and known as Ehad Ha’am street 108, in Tel Aviv
	 
	“The
    known US$ exchange rate on this Agreement signing day”. The official exchange rate, as of 31.1.08, 1US$ = 3.646
    NIS. 
	 	 
	“Interest
    for arrears”:	The
    total of arrears’ interest revalued amount will bear the customary highest rate of the date in the Jerusalem bank
    Ltd for unauthorized overdrafts. A written notice from one of the Bank’s Managers concerning the included interest
    will be conclusive evidence for the interest rate.    
	 	 
	“The
    contractor”:	Danya
    Cebus Ltd and/or any other contractor with the same capacities at the Lessor’s discretion.    
	 	 
	“The
    Real estate”	The
    block 30243 in plot 115 known as Har Hotzvim 9 Jerusalem.


 


2a. The Lessor’s declaration


 


		a.	That it is the sole owner of all
                                         the ILA’s registered leasing rights of the land Appendix A including
                                         the right to lease the Tenancy, according to the above Appendix A terms and that there
                                         is no law and/or legal limitations to lease the Tenancy and/or the real estate and/or
                                         the Lessor to the Tenancy’s lease and its occupation subject to this Agreement.



 


That he
has revealed to the Tenant all the details and all information the Tenant needs in order to examine the physical, planning and
legal state of the Tenancy, and that he has delivered all the necessary information as detailed in the following section 2b 2’,
without limiting the Lessor’s declarations;


 


The Lessor
declares that the building (on the envelope level) will be built by contractors on his behalf according to the plans and the legal
building rights and that on the Lease commencement date it will hold all the required certificates for the use and occupation
of the Tenancy under any law.


 


		b.	To the best of his knowledge, there
                                         are no impediments to his engagement in this Agreement with the Tenant, including matters
                                         relating to the TPS applying to the building, to the Tenancy and to the building Tenancy’s
                                         building permit.



 


		c.	It is hereby acknowledged and
                                         declared, that on this Agreement’s signing date, a building permit was delivered
                                         to this project as attached in Appendix C’ and that at this stage,
                                         the Tenancy is in the Lessor’s preliminary planning stage.



 


		d.	That the Tenancy and the building
                                         are pledged and mortgaged to the Jerusalem Bank Ltd (hereinafter “the
                                         Bank”) at the Company’s Register, the Land Register or any other
                                         Register to which the Lessor undertook to assign the rental fees received under this
                                         Agreement’s terms. The written assignment rights on the rental fees are attached
                                         in Appendix D’ of this Agreement. Subject to the said assignments,
                                         this Agreement does not transfer any rights to a third party.



 


2b. The Tenant undertakes as follows:


 


		a.	That
                                         it has the economic means to fulfill this Agreement.



 


		b.	The
                                         Tenant declares that it has seen and examined the real estate on which the building will
                                         be erected and its surroundings, from their physical, planning and legal aspects, and
                                         the Tenancy, and/or its plans and/or the specification and/ or the Tenancy’s blueprint,
                                         including the Tenancy’s place in the building, the Tenancy and the building’s
                                         planning stage at this Agreement’s signing time, and that it was revealed to him
                                         that in the building, among others a 



 




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restaurant and/or a coffee
shop and their like will be active, and areas used for different purposes as permitted by the Master plan, and that it received
from the Lessor and other authorities all the information required and that subject to the Lessor’s declarations, it found
the Tenancy complying with the Lessor’s declarations and its needs hereby protecting himself from any complaint about the
Tenancy and/or the building’s suitability and/or to the Lessor’s declarations, and/or the quality of the Tenancy,
and/or any other complaint, apart from a hidden defect. It is hereby agreed that with the transfer of the possession to the Tenant,
the parties will write an orderly transfer protocol in which the condition of the Tenancy will be described and that in case of
any impairment or defect, these will be mentioned only in this protocol (hereinafter “The Delivery Protocol”).
After the impairment’s repair, as noted in the Protocol, the Tenant will confirm that it waives in advance any complaint
concerning the unsuitability of the building to its use and/or any other complaint about the building’s condition.


 


		c.	That
                                         he has read the Permission Note and/or any other document and that it complies with the
                                         definitions of a Tenant by all laws.



 


		d.	That
                                         he has been informed that most of the building is intended to be leased to Know - How
                                         and/or High Tech firms, and that it is the Lessor’s intention to undertake that
                                         the project be occupied by firms that comply with this definition and have been recognized
                                         by the Investment Center as Approved Enterprises, or firms that have been recognized
                                         by the Lessor as dealing in a suitable branch to deliver services and/or a project targets’
                                         related branch.



 


		e.	To
                                         sign the Agreement and all its attached appendices and keep all its terms.



 


		f.	The Tenant declares that all the
                                         “finishing” works as stated in this Agreement will be done on its behalf
                                         by contractors according to the legal plans and building.



 


		3.	Non-Application of the Tenants’
                                         Protection Law 



 


		a.	It is explicitly stated and agreed
                                         that the Tenancy is in a new building that will be completed after 20.9.1968; that this
                                         Lease is made with the explicit condition that the Tenant will not be entitled to the
                                         provisions of the Tenants’ Protection Law, including the Tenants’ Protection
                                         Law (consolidated version) 1972 with its amendments and any other law to be enacted dealing
                                         with Tenants’ Protection (hereinafter “the Tenants’ Protection Law”).



 


		b.	The Tenant declares that he did
                                         not pay and will not pay, directly or indirectly, key money and/or any other payment
                                         for the Lease or part of it; that the Tenant is not a protected tenant and that the law
                                         does not and will not apply to the lease of the Tenancy by this agreement.



 


		c.	The Tenant declares that all the
                                         investments that he will make in the Tenancy including equipment and facilities will
                                         be done for its exclusive use and he will be prevented from claiming that they include
                                         key money or payments by clause 82 of the Tenants’ Protection Law (consolidated
                                         version) 1972 or any payment that entitles him to any rights in the Tenancy and that
                                         he will be prevented from claiming from the Lessor, participation or return, in full
                                         or in part, for the said investments.



 


		d.	The Tenant knows that the Tenancy
                                         is leased to the Tenant, among others, based on his above declarations and he will be
                                         prevented from any claims or



 




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complaints
in relation of him being a protected tenant or that he has in the Tenancy more rights that those accredited to him by this Agreement.


 


		4.	The Lease 



 


The Lessor hereby leases to the Tenant
and the Tenant rents the Tenancy from The Lessor in an Unprotected Lease according to the Tenants’ Protection Law for the
exclusive aim of leasing, for a period and on terms as detailed in the above and following Agreement. 


 


		5.	Adjustments in the Tenancy.



 


Adjustments
works carried out by the Tenant


 


The Lessor
undertakes to build the building and/or the Tenancy according to the attached and authorized plans as Appendix B1
(There will be no material alterations in the plans implementation unless required by law.


 


		a.	The
                                         Tenant will receive the Tenancy as authorized holder, at the date notified by the Lessor
                                         and in any case not before the completion of the building’s frame not later
                                         than 15.4.08, to allow adaptation works for the Tenant, financed as fixed by
                                         this Agreement as follows and/or Appendix A 1.



 


The Tenant will be allowed
to receive the Tenancy’s floors for the carrying out of adaptation works when the floor’s framework is concluded,
clean and free from any matter, without cladding and external completion works including windows and internal walls.


 


It is hereby clarified,
subject to that stated in the alteration Appendix that the date for the rent payments will be the delivery date.


 


It is hereby declared and
agreed that during the building period, as defined below, with advanced agreement between the parties, and subject to the Tenancy’s
planning as quoted in the following § 5, the Lessor will receive all the building’s systems up to the Tenancy’s
door, except for the main electricity and communication’s lines that are in the floor’s electrical cabinet, and it
is agreed that the Tenant will maintain, at his expense, and according to this Agreements terms, the connections of these lines,
from the floor’s electrical cabinet, in the course of the adaptation works as defined later (hereinafter “The Tenancy’s
connection to the central systems”). The Tenant hereby undertakes, to cooperate and instruct every consultant, contractor
and/or whoever represents him, to cooperate with the Lessor, his consultants, contractors and/or whoever represents him, in everything
that is connected to the Tenancy’s connection to the central systems. It is hereby declared and agreed that if the Tenant
and/or whoever represents him does not cooperate as defined, delays might occur in The Tenancy’s connection to the central
systems, and that in such a case the Lessor will bear no responsibility that the Tenancy’s connection to the central systems
will be completed before the end of the building period, and any delay related will not be held as a cause for the delay of any
of the Tenant’s undertakings deriving from this Agreement and the Tenant undertakes that he will make no request, claim
or complaint concerning that, and that this is not a cause to delay any of its undertakings by this Agreement (including, but
not only, paying rents, management fees, taxes, fees etc.,), unless the delay in the Tenancy’s connection to the central
systems was caused by an act of negligence or omission by the Lessor, and unless the Tenancy’s connection to the central
systems after the end of the


 




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building period prevented
the reasonable use of the Tenancy for the tenancy’s purposes.


 


		b.	The Tenant will plan and carry
                                         out in the Tenancy, at the Tenant’s exclusive responsibility and at his expense,
                                         all the necessary works to adapt the Tenancy to the tenancy’s aims and to his needs,
                                         all that according to this § 5, the following § 14 and all other of this Agreement’s
                                         instructions and terms.



 


		c.	The Tenant will plan through
                                         the Lessor’s safety, electricity, air-conditioning, plumbing and fire consultants
                                         and at the Tenant’s expense as well as through consultants and planners in other
                                         fields, as necessary, on behalf of the Tenant and at his expense and responsibility,
                                         all the works carried out by the Tenant in the Tenancy from the period starting with
                                         the reception of permission and ending on the delivery date, so as to adapt the Tenancy
                                         to the leasing aims and needs (respectively above and below: “The preliminary
                                         adaptation works” and “The building period”).



 


It is hereby
agreed that in all matters concerning the preliminary adaptation works that will be carried out in the Tenancy during the building
period, the Lessor will be involved in the process of choosing the consultants on behalf of the Tenant (that are not among these
consultants) and performing contractors, and that every agreement with any consultant and contractor will be subject to his approval.
The cost of the works and services will be subject to the Lessor’s prior approval that will be delivered within 14 business
days from the final consultant/contractor’s bid to the Lessor (the final bid – the result of common negotiation of
the parties with him). It is hereby clarified that the Lessor will not be responsible for the work’s quality and the schedule.


 


It is also
agreed, that subject to the stated above and below, the Tenant will carry out in the Tenancy, on the Tenant ’s exclusive
responsibility, at his expense and through contractors on his behalf, the preliminary adaptation works, in line with the directives
and the terms of this Agreement. It is clarified and agreed that the Tenant will receive the Lessor’s prior and written
approval, for every contractor employed to carry out the said works, also, as far as the fire detection and alarm system in the
Tenancy are concerned, the Tenant will use exclusively the Ofek Company’s services that supply these systems to the building,
and as for the Tenancy’s air conditioning, the Tenant will only use the Electra Company’s services; all that on the
basis of the price agreed between the Lessor and the contractors, respectively. It is also agreed that the Danya Cebus
Company will appoint an Employment Ministry authorized safety manager for the works in the Tenancy.


 


		d.	The
                                         preliminary adaptation works will be done, as mentioned above, by the Tenant, on his
                                         full responsibility and at his expense. However, it is agreed that, subject to their
                                         implementation according to this Agreement’s terms, the Lessor will participate
                                         in the financing of part of the fixed preliminary adaptation work costs, as defined below,
                                         to the amount of up to $300, plus VAT, for every m2 of the gross offices’
                                         area in the Tenancy (hereinafter “The Lessor’s participation”),
                                         All that subject to this Agreement supplements’ instructions.



 


The Lessor’s participation
in the preliminary adaptation works, as detailed above, will only apply to the preliminary adaptation works in the Tenancy, that
are carried out according to this Agreements instructions, until the beginning of the Tenancy, and will remain in the Tenancy
when the Tenant will evacuate it, and they consist of a change and/or an improvement and/or an addition to the infrastructure
or to the Tenancy’s systems and/or a building addition, adaptation and finishing works. To avoid doubt, it is clarified,
that the 


 




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framework
of the preliminary adaptation works, in which the Lessor will participate as stated above, will include the electricity expenses,
including installation, the payment to contractors for the job and the systems and that ,among others, the said Lessor’s
participation, will not apply to additional consultants or to the purchase of mobile equipment such as furniture, kitchen equipment,
computers, communication equipment that is not wiring or endpoints (the adaptation works detailed in this paragraph will be named:
“the fixed preliminary adaptation works”).


 


Subject to other of this
Agreement directives and to the following paragraph, the Lessor will pay the Tenant the Lessor’s participation in the fixed
preliminary adaptation works, or any part of them, according to the suppliers credit for contractors and that solely when payment
approved bills are presented to the Lessor, including the conclusive tax invoices for the full and final payment that the Tenant
has transferred to the contractors 15 days before their payment and subject to the Lessor receiving all the said paid contractors’
bills, after they were approved in writing by the Lessor’s controller. It is agreed that if the Lessor will be late in paying
all the Lessor’s participation, or any part for a period of up to 15 additional days (after the15 days detailed above),
such arrears will not be assumed as a breach of this Agreement. The Lessor’s payment to the Tenant for all the said Lessor’s
participation will be done against tax invoices that the Tenant will deliver to the Lessor.


 


It is clarified and agreed
that the VAT payment for the Lessor’s participation will be made on the legal payment date, and not together with the Lessor’s
participation payment.


 


		g.	The
                                         Tenant will appoint a controller, engineer or a practical engineer that deals with building,
                                         in writing (hereinafter “The controller”). The Tenant notify that
                                         on the date of engagement to this lease Agreement it appointed Ram Engineers Ltd and/or
                                         Mr. Moshe Rabinovitch on its behalf, as his controller (this section does not
                                         commit to an attachment to a third party). It is clarified and agreed that the controller
                                         will be an engineer, architect or a practical engineer registered in the building profession
                                         (architecture, building or machinery or industry and management) whose main business
                                         is in the building profession. The Lessor will not withhold his approval except for reasonable
                                         cause.The controller will coordinate the planning and the planning staff and will control
                                         the coordination work in the Tenancy and will be trusted as to the quantity’s approval
                                         documents, control the implementation of the preliminary adaptation works (including
                                         the fixed preliminary adaptation works), according to this Agreement’s instructions
                                         and the approval of payment to the contractors. 



 


Additionally,
the project manager will be authorized to give instructions and authorizations on the site for the work procedure methods on the
site, and the Tenant undertakes to abide by his instructions and order the controller to do so. Also, the Tenant hereby undertakes
to instruct all his contractors, his controller and all those coming on his behalf, and are connected to the preliminary adaptation
works, to sign the attached Management Company’s work procedure form (Appendix b of this Agreement), to work accordingly;
this being the responsibility of the Tenant. . The Tenant undertakes to notify the Lessor of the planning meetings and the Lessor
will be allowed to participate in them, or decline to do so, at his own discretion.


 


Notwithstanding
the above mentioned, the connection to all the building systems (Air conditioning, electricity, water etc.) will be coordinated
with the project manager and subject to his approval and by his instructions. The


 




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Lessor
or people on his behalf undertake to participate in the meetings relevant to these matters, with advance notice. The Tenant undertakes
that he, or whoever on his behalf, will coordinate with the Lessor in reasonable time in advance on all the said meetings.


 


It is clarified,
that the above (including, but not only, the Lessor’s approval certificates and/or the project manager for the plans, works,
choice of consultants and contractors) to commit the Lessor or the project manager responsible for the Tenancy’s planning
and/or the adaptation works and/or their quality and/or their suitability to the Tenant and his needs and/or to the timetable
of their implementation and completion and/or particularly for the date of the beginning of the Tenancy and the Tenant hereby
relieves the Lessor of all responsibility for this and waives any claim in this connection.


 


It is hereby
agreed and clarified, that the Lessor’s undertaking of the date of the implementation of the adaptation works in the Tenancy,
as aforesaid, is not an undertaking about the conclusion of the project and/or the structure and/or the building and/or the any
part in them and/or the project’s development works and/or the parking areas, up to this date and not completing the said
projects matters will not be a cause to claim that the Tenancy is not ready for the execution of adaptation works, as long as
at that date the Tenancy is reasonably accessible and in any case the works needing completion do not prevent the adaptation works.


 


The Lessor
is obliged to assign a working elevator in the building or a crane at the works disposition. A building elevator or a crane controlled
by an operator will serve for the loading of raw materials and lifting loads. If there are a number of residents doing adaptation
works, the operators costs will be divided among them, every resident paying proportionally to his Tenancy’s area and only
during the implementation of the adaptation works.


 


The Tenant
is responsible for the careful use of the elevator and will protect it with wooden walls. The Tenant will be responsible for any
damage to the elevator during the works’ execution and will repay the Lessor on first demand for any related expense.


 


It is clarified,
that all the building works in the Tenancy are done on the Tenancy’s floor that is partly occupied and that the path for
the passage of workers, equipment and building materials from the loading elevator to the Tenancy (as well as the moving of waste
from the Tenancy to the loading elevator) passes through a public elevator’s lobby. The Tenant is responsible to protect
the said lobby (floor and walls) during the preliminary adaptation works and in this period only, by means of plaster and wooden
boards in the lobby, at his responsibility and expense. The Tenant undertakes to remove these boards carefully from the lobby
and according to this Agreement and the management firm’s instructions, immediately on the preliminary adaptation works’
completion. It is clarified and agreed, that there is a total ban on the deposition of building materials and equipment in the
public area in the floor and/or the construction, and that it is the Tenant’s responsibility to ensure that the public area
on the floor be accessible to the public at all times.


 


The Tenant
undertakes to promptly remove all waste from the Tenancy’s area and the building, according to all the project manager’s
instructions and directives, and subject to his prior explicit approval, in writing, about the conditions and way to undertake
the said removal.


 


Additionally,
the Tenant hereby undertakes, not to occupy the Tenancy before the work of division and building in the Tenancy. The Tenancy’s
division, including all the passages and the emergency corridors to the emergency


 




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stairs, will be planned
under the Lessor’s safety consultant’s instructions according to the path’s directives of the building permit,
and will be approved in advance and in writing by the Jerusalem municipality fire prevention department (hereinafter “The
Unit” and “The department” – according to the subject). Also, the Tenant hereby undertakes,
to present the Lessor on the Tenancy’s completion of the preliminary adaptation works, and as a condition of its occupation
and the beginning of its use for tenancy’s aims, a fire protection certificate from the unit, for the work done. 


 


		6.	The
                                         Tenancy delivery and the building completion



 


		a.	When
                                         the Tenant will transmit the rent as detailed in the following section 11(c), management
                                         fees and pledges as detailed in the following section 23, subject to the Tenant standing
                                         by all his undertakings in this Agreement, and the Lessor’s standing by his undertakings
                                         to adapt the Tenancy as stated in the above section 5 and subject to its directives,
                                         the Lessor will deliver to the Tenant the exclusive possession of the Tenancy up
                                         to October 1, 2008 (hereinafter “The delivery date”).



 


		b.	Without prejudicing this Agreement’s
                                         directives, it is clarified that in any case of delay in the delivery date the Lessor
                                         will notify the Tenant in an advance written notice not later than 7 days before the
                                         delivery date.



 


		c.	Without prejudicing the above paragraph
                                         a’, it is hereby agreed that the delivery date will be delayed in cases of “force
                                         majeure and/or natural disasters and/or legal directives or authority’s order and/or
                                         any other reason out of the Lessor’s reasonable control or expectation. A said
                                         delay will not be considered as a breach of the Agreement and will not entitle the Tenant
                                         to any remedy. The end of the basic Lease period will be delayed according to the delivery
                                         delay.



 


		d.	The delivery date or the delayed
                                         delivery date according to above § b’, c’ and d’, hereinafter:
                                         “The delivery date”.



 


		e.	The Tenant is bound to receive
                                         the possession of the Tenancy on the delivery date, subject to the fulfillment of all
                                         the Lessor’s undertakings by this Agreement including this Agreement’s §
                                         6 directives. The Lessor will deliver the Tenancy with the participation of a Tenant
                                         delegate. If the Tenant does not show to receive the Tenancy’s possession on the
                                         said delivery date, the Lessor will be deemed as standing by his undertaking to deliver
                                         to the Tenant the possession of the Tenancy on the delivery date, despite the fact that
                                         the Tenancy was not actually delivered on that date and the payment obligations for the
                                         rent, the management fees, municipal taxes and all other payments by this Agreement will
                                         apply to the Tenant from the delivery date.



 


		f.	Annulled.



 


		g.	The Tenant is aware that construction
                                         works in the structure where the Tenancy is ongoing and will continue. The Tenant hereby
                                         undertakes, that as long as these works will not prevent reasonable access of the Tenant
                                         to the Tenancy and the reasonable use of the Tenant in the Tenancy, the Tenant will have
                                         no complaints and/or requests and/or claims to the owners, the Lessor, the management
                                         firm and/or anyone on their behalf in connection to the said works and/or in connection
                                         to their direct and indirect results.



 




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		h.	Additionally and deriving from
                                         the aforesaid, the Tenant undertakes to allow the Lessor and/or his representatives and/or
                                         his employees and/or anyone on his behalf, to do any work or technical arrangements or
                                         others, including repairs such as: laying pipes, cables, wires, cesspools and the like,
                                         in the Tenancy or other parts of the structure or in common properties, or in the land
                                         on which the building stands. Activities that he has to do inside the Tenancy will be
                                         done after prior written coordination with the Tenant. As soon as the said works are
                                         completed, the Tenancy’s condition will return to its former position, subject
                                         to the works done, and in consideration of the reasonable use of the Tenancy by the Tenant.



 


To avoid
doubt, it is clarified that the Lessor will be allowed, even after the completion of the structure and after the delivery date,
to do works in the gardens and in other parts of the structure and/or the building that are not the Tenancy, including, but not
only, development works on the condition that such works do not prevent the reasonable use of the Tenancy by the Tenant.


 


Also, addition
of floors and/or floor parts and/or increasing the areas that are legally usable in the structure will not be considered as a
breach of the said Lessor’s undertakings, as long as these do not obstruct the reasonable use of the Tenancy by the Tenant
or his rights by this Agreement.


 


The Lessor
will be allowed to make changes in the structure plans and/or the Tenancy if it will be required to do so by a competent authority,
on condition that these alterations do not prevent the reasonable use of the Tenancy by the Tenant.


 


		i.	It is hereby agreed and clarified,
                                         specifically, that until the delivery date, the Tenant will not provide the Lessor, for
                                         any reason, with the payments, pledges, and certificates that he has to provide the Lessor
                                         by this Agreement, in full and according to the stated and detailed in this Agreement,
                                         including the rent, the management fees, the pledges and a certificate to take out an
                                         insurance policy; the delivery of the Tenancy to the Tenant will be delayed from the
                                         delivery date, as defined above, until the time when the Tenant will stand by all his
                                         said undertakings. The insurance policy will only be annulled a few days after the occupation
                                         so as to allow organization time – and prevent a situation whereby there is no
                                         insurance coverage.



 


However,
it is hereby clarified and emphasized that the delay in the Tenancy’s delivery, deriving from the Tenant’s reasons,
will not be considered a cause for any complaint and/or claim against the Lessor and will not cause the delay of any of the other
dates fixed in this Agreement, including, but not only, the Lease’s beginning and the various payment dates.


 


		7.	Parking



 


According to the Lessor’s
plans, the project will include an internal roads system for the use of the project’s tenants and their guests in which
the entrance, the driving and the parking arrangements will be set by the Lessor and/or the service firm. The project will also
include indoor covered parking spaces that will be primarily intended for the project’s units tenants use (hereinafter “The
covered parking”); (hereinafter “The covered parking” will be called the “parking areas”).
The parking arrangements in the parking areas will be dictated by the Lessor and/or the service firm. The Lessor may assign vehicles
entrance permits to the project’s area based on a calculated scale that he will determine and that may change from time
to time. This plan can be altered and does not bind the Lessor.


 




    	10



    	 



    

  


		a.	The Lessor is entitled to run the
                                         project’s parking areas or order that the parking areas be managed by a service
                                         firm or by a body that he deems fit.



 


		b.	The Lessor and/or the operating
                                         body, as applicable, will fix the parking’s rights and terms in the parking areas.
                                         The Lessor will offer the Tenant, as part of the lease in this Agreement and by a scale
                                         fixed by the Lessor as detailed in the Appendix of changes in this Agreement, for his
                                         use in the framework of the parking areas. The assignment of parking lots will not be
                                         on the basis of assignment of specific places but on the basis similar to the method
                                         of exclusive assignment to vehicles with subscription rights. However, the Lessor and/or
                                         the operating body may assign the use of specific parking lots at their discretion and
                                         prevent the Tenant from using the spaces they allocated for f special use, to the public
                                         or other needs, as it deems fit.



 


		c.	Whether the parking areas be maintained
                                         and operated by a service firm or otherwise – the costs deriving from the maintenance
                                         and operation of the parking areas will be calculated separately from the said services
                                         costs set in the services agreement. The Tenant will share the maintenance and operating
                                         costs of the parking areas, including, without derogating the aforementioned, municipal
                                         taxes, insurance, equipment, electricity, cleaning, guarding and others, according to
                                         the number of places as fixed in Appendix a1, divided by the total number of parking
                                         lots in the parking area. The maintenance sum will be paid to the Lessor or to the operating
                                         body or the service firm, as applicable and according to the notice of the Lessor to
                                         the Tenant from time to time at the Lessor’s discretion.



 


		d.	The provisions of this section
                                         will not diminish the Lessor’s right and/or whoever represents him to manage the
                                         parking areas and to change the parking arrangements, and to fix and/or change the entrance
                                         arrangements to the project’s area and the circulation in it and all in the way
                                         and the conditions that will find fit, provided that it will not cause damage or change
                                         clauses detailed in the Agreement supplement. In exchange for the parking’s use,
                                         the Tenant will pay the Lessor fees as detailed in the Agreement supplement. In any case
                                         of the Lease’s termination or its cancellation, as applicable, the right
                                         of parking use will be cancelled automatically. This Agreement’s provisions applying
                                         to the Tenancy will also apply to the parking.



 


		8.	The purpose of the lease



 


		a.	Without derogating the aforesaid,
                                         the tenancy’s purpose is a “Know How” industry; all this provided that
                                         it does not cause inconvenience to the other residents in the building and/or the environment
                                         and provided that the use will not exceed the structure’s building permit. The
                                         Lessor undertakes and declares that the lease’s purpose complies with the TPS and
                                         the building rights applicable to the real estate.



 


The Tenant
is obliged to get all the necessary licenses for the running of his business in the Tenancy and to post signs, if necessary. Not
obtaining them will not be considered a cause to shorten the Lease or for a delay or diminishing the rent even in the case
of the business closure as a result of the lack of a said license. That, subject to the Lessor having carried out all his undertakings
as the Tenancy’s owner toward the relevant authorities and by this Agreement and unless not getting the said license is
a direct and exclusive result of the lack of fulfilling the Lessor’s undertaking, subject to the Tenant having posted in
writing the Lessor a reasonable warning to


 




    	11



    	 



    

  


correct
the breach and in the meantime the breach was not fixed. It is hereby agreed, that if, for any reason, deriving from this Agreement’s
terms or as a result of legal directives, the Lessor’s agreement or signing will be required to obtain the licenses and
permits detailed in this above section in the frame of the law applying to the Tenant by this Agreement, the Lessor will abide
by this request, and will fully cooperate with the Tenant including signing on every request and/or document connected to getting
the licenses, provided that this does not impose on the Lessor responsibility and/or liabilities and/or expenses.


 


The Tenant
hereby declares, that he is aware that using the Tenancy not for the leasing purpose, or without the required certificates and/or
permits might cause very heavy damages to the Lessor, including the breach of tenancies agreements with other residents in the
tenancy and therefore the Lessor will be entitled, in addition to other aid, to receive injunctions against the said operation.


 


The Tenant
is aware that the Lessor may grant uniqueness and/or exclusivity to certain businesses in the structure and/or to prevent the
existence of certain businesses and so to create a certain balance, at his discretion. The Tenant declares, that no said uniqueness
and/or exclusiveness was granted to him in connection to the Tenancy and to the business that will proceed in it and that the
Lessor may and might lease spaces for the running of similar businesses and even identical to his own and he waves any complaint
and/or claim in this connection.


 


		b.	Nothing from that stated in this
                                         Agreement will be considered as permission of the Lessor to the Tenant to use the Tenancy
                                         and/or to operate businesses in it without permits and/or by deviating from it.



 


		c.	The Lessor is not responsible to
                                         the Tenant for obtaining the licenses or permits from the competent authorities necessary
                                         to operate and run the Tenant’s business in the Tenancy, and all subject to the
                                         supplement. The Tenant hereby undertakes to obtain every required license and see that
                                         his business will operate by the required license from every municipal, governmental
                                         or other applying authority, including, without derogating the generality aforesaid,
                                         a fire prevention license that must be obtained in the planning stage and in order to
                                         adapt the Tenancy to the Tenant’s needs.



 


		d.	The Tenant is responsible, during
                                         the Lease period, for renewing the licenses and the permits required so that the Tenancy’s
                                         operation and the work in it will be in line with the relevant law, and according to
                                         every license’s terms and/or provisions and/or bylaws that will be set from time
                                         to time by the competent authorities related to the Tenant business in the Tenancy.



 


		e.	If any authority has conditioned
                                         the license to operate the Tenant business in the Tenancy, requiring alterations or installation
                                         in the Tenancy, the Tenant will have to ask the prior Lessor’s agreement to make
                                         the said changes and this Agreement; provisions concerning alterations and installations
                                         will apply, with necessary changes, for these alterations and installations.



 


		f.	The tenant declares that he is
                                         versed in his business and the necessary license conditions and that before signing this
                                         Agreement he was given an opportunity to examine and that he has actually examined the
                                         project, the structure and the Tenancy’s suitability for the leasing purpose and
                                         the possibility to obtain the necessary license or licenses to operate the



 




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leasing
purpose in the Tenancy as it is, and all subject to the Lessor’s declarations and his undertakings by this Agreement.


 


		9.	The Lease period



 


		a.	Subject
                                         to the execution of all the Tenant undertakings by this Agreement, the Lessor hereby
                                         leases to the Tenant and the Tenant rents the Tenancy from The Lessor in an unprotected
                                         lease for a period of 60 (sixty) Months (hereinafter “the basic
                                         Lease period”) that starts on the delivery date.



		b.	Subject
                                         to the execution of all the Tenant’s undertaking by this Agreement, in full and
                                         on time, the basic Lease period will be automatically extended for an additional subsequent
                                         Lease period that starts immediately at the end of the basic Lease period and ends after
                                         60 (sixty) Months after the basic Lease period (hereinafter “the
                                         Extended period”).



 


The Tenant will be allowed
to notify the Lessor of his intention not to extend the basic Lease period for an extended period, in a registered letter to be
delivered at least 6 months before the end of basic Lease period.


 


In the
extended period the rent will be adjusted as detailed in the following section 10 (b).


 


Subject
to the aforesaid, all the Lease provisions of this Agreement will apply in the extended period.


 


The basic Lease period
and the extended period will be referred in this Agreement, in short, “The Lease period”.


 


		c.	Subject
                                         to the Lessor right to evacuate the Tenant from the Tenancy, as detailed in this Agreement,
                                         the tenant will not be entitled to shorten the Lease period and/or evacuate the Tenancy
                                         and/ before the expiration of The Lease period. If, despite the aforesaid, the Tenant
                                         evacuates the Tenancy, before the expiration of the said Lease period, or will cease
                                         using it, the Tenant will be obliged to honor all his liabilities and the payments for
                                         all the Tenancy’s area up to the end of the Lease period.



 


		d.	This Agreements provisions will
                                         apply in full during the extended period, and be subject to special provisions that relate
                                         to a special Lease period.



 


		10.	The rent



 


		a.	During the basic Lease period the
                                         Tenant undertakes to pay the Lessor for the Tenancy monthly rent totaling $11.5 (eleven
                                         US$ and fifty cent) US$) per m2 (gross) of the Tenancy’s area per month,
                                         as detailed in the above section 2, and $90 (ninety US$) for parking rights per month
                                         (hereinafter “the basic rent”).



 


		b.	At the beginning of the extended
                                         period, the rent will be raised by 10% (ten percent) relatively to the rent at the end
                                         of the basic Lease period (hereinafter “the adjusted rent”). The
                                         basic rent and the adjusted rent will be referred to below as: “The rent”.



 


		c.	The rent and all other payments
                                         in this Agreement, stated in US$ will be translated and paid in NIS, according to the
                                         official exchange rate at the payment time, for the payment of every payment according
                                         to this Agreement’s instructions.



 




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		11.	The rent payment



 


Subject
to the fixed in the Agreement’s supplement, the following instructions will apply:


 


		a.	Apart from the first tenancy
                                         year, in which the Tenant will pay the rent a year in advance, as stated in the changes
                                         appendix to this Agreement, the Tenant will pay the rent, as stated in the above section
                                         10, in advance for every quarter (three months of the Lease period), on the first day
                                         of the stated three months.



 


		b.	All the payments applying to
                                         the Tenant by this Agreement will be paid by the Tenant as stated before until 11.0A.M.,
                                         by bank transfer and/or any other way, in accordance with the Lessor’s provisions.
                                         When the payment does not fall on a business day, the payments will be paid on the following
                                         business day.



 


		c.	On the delivery date, as a condition
                                         to the Tenancy possession’s delivery and on the beginning of every extended Lease
                                         period, as applicable, all that on the date fixed by the Lessor, the Tenant will pay
                                         the Lessor the rent and the management fees, in addition to the applicable VAT, for the
                                         first quarter of the Lease period.



 


It is hereby
clarified, that after the area’s measurement, by this Agreement, the parties will calculate the total payment that was paid
in advance to the Lessor, for the first quarter as stated above, relatively to the payment that the Tenant has to pay according
to the Tenancy surface as fixed in the said measurement and, subject to them, will fix the following detailed pledges, respectively.


 


		d.	Payment by checks, EFT authorization
                                         and/or any other means of payment will not be deemed as payment, and only the actual
                                         redemption of the checks and/or the actual sums bank transfer to the Lessor will be deemed
                                         as rent payment.



 


		e.	The Tenant will pay the Lessor
                                         rent and all the other payments due by this Agreement, for every Lease period, even if
                                         for a reason that is not the Lessor’s responsibility, the Tenant will use only
                                         part of the Tenancy and/or only part of the time, willingly or otherwise.



 


		f.	The Tenant hereby waives any
                                         claim and existing and/or future offsetting cause for any sum whether fixed or not from
                                         the rent and/or the management fees and/or any other payment due to the Lessor and/or
                                         the management firm by this Agreement.



 


		g.	It is agreed that the reception
                                         of any payment by one of the parties will not be deemed by the receiving party in connection
                                         with the fulfillment of other undertakings of the paying side toward the receiving side
                                         and will not prevent any claim from the receiving side to the other, as may be.



 


		h.	In any case, when the Tenant
                                         owes the Lessor other charges, the Lessor will be entitled to decide, at payment time,
                                         and at his discretion, to which account the sum will be charged, provided that it decrease
                                         liability in the best way possible.



 


		12.	Other payments



 


		a.	In addition to all the other payments,
                                         detailed in this Agreement, including management fees, the following payments will fall
                                         to the Lessor during all the Lease period:



		(1)	All the government and/or municipal
                                         taxes, fees, levies and/or to the electricity company and/or to others including payments
                                         of all sort and type that are imposed or will be imposed on the Tenancy and/or the business
                                         it manages including municipal taxes, business tax, sign tax etc. as well as any tax
                                         and/or levy and/or fee that is imposed by view of their nature and/or will be imposed
                                         on holders and/or tenants, including taxes, fees and levies that will be



 




    	14



    	 



    

  


imposed on
the common property as defined above according to the Tenant’s relative part. The Tenant will pay the stated payments on
the date fixed for the payment. If he does not act as stated, the Lessor will be entitled, subject to a prior written notice of
7 days, to pay the said payment on the Tenant’s behalf. In such a case the payment will be deemed as a rent arrear. Every
debt that applies by its essence to the Tenancy’s owner will apply to the Lessor.


 


		(2)	All payments for the electricity,
                                         related to the Tenancy use and operation. The Tenant’s meter will be installed
                                         at the Tenant’s expense and in his name. The public meter will be installed at
                                         the Lessor’s expense and in his name.



 


		(3)	Maintenance and management fees
                                         as detailed in the following section 16 and in line with other provisions of this Agreement
                                         and its appendices including the management agreement.



 


		(4)	All payments related to water,
                                         sewage, and phone in the Tenancy and every payment applying the Tenancy’s maintenance
                                         and use.



 


		b.	The Tenant undertakes to notify
                                         in writing the municipality, and other bodies related to his Tenancy’s lease. Soon
                                         after the Tenancy beginning, the Tenant undertakes, if and in such a way that the Lessor
                                         asks of him, to transfer to the Tenant’s name the water, phone, municipality and/or
                                         any other payment related to the payment and/or any tax applicable to the Tenancy and/or
                                         its use and that the Tenant is obliged to pay by this Agreement. Immediately at the end
                                         of the Lease period, the Tenant will return all these accounts to the Lessor’s
                                         name. All these stated actions will be the Tenant’s responsibility and at his expense.



 


		c.	Whenever a sum that the Tenant
                                         has to pay the Lessor by the above section 12(a), is based on an account related to all
                                         the building, the Tenant will pay the Lessor the appropriate proportion of the whole
                                         account, provided that the calculation is based on the Tenant’s surface part of
                                         the whole building, for which the account is paid.



 


		d.	It is hereby agreed, that if the
                                         delivery date is delayed for reasons that do not derive and/or are connected to the Tenant,
                                         as stated in this Agreement, the Tenant obligation to make all the payments detailed
                                         in this section will apply from the delayed delivery date.



 


		13.	Value Added Tax



 


The Tenant
undertakes to pay the Lessor VAT on the VAT payment date, in addition and together with every payment of rent, management fees,
including the connected interest and linkage and/or interest in arrears as well as every payment due to the Lessor by this Agreement
and/or that the Lessor has paid for the Tenant, and the Tenant has to return to the Lessor; all this against legal tax invoices.


 


This section’s
provisions will apply if another tax or levy will be imposed and added to the VAT or replace it and/or any other tax that will
be imposed and apply to payment that the Tenant has to pay by this Agreement’s provisions. The rule for VAT is the same
as for rent for all purposes.


 


		14.	Alterations in the Tenancy
                                         after the occupation date



 


		a.	The Tenant may make in the Tenancy
                                         only (not including public spaces, or toilets and lobbies) at his expense and responsibility,
                                         after the Lessor’s prior agreement in writing, works and/or alterations necessary
                                         for the erection



 




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and/or shifting
of internal fixed or movable partitions, installation of a phone system, air conditioning, electricity and/or communication installations,
for the connection and establishment of its machinery, computers and equipment, and all additional or other work or change deemed
necessary in the Tenant opinion for the running of his business in the Tenancy, changes that may damage the construction, the
walls, the water, the air conditioning or the electricity systems and/or changes affecting the structure’s appearance, whether
the external or the internal appearance, or on the reasonable use of the structure by the other units users, and that subject
to the following:


 


		(1)	Receipt of the Lessor’s
                                         approval for the plan and the specifications of the said works, in advance and in writing,
                                         that will not be denied but for reasonable cause. It is agreed that at the Lessor’s
                                         request, the Tenant will present to the safety consultant – who will be chosen
                                         by the Lessor - for examination, in advance and in writing. It is agreed that the Tenant
                                         will bear all the expense, costs and fees related to the examination of the plan and
                                         the specifications by the safety consultant as stated.



 


		(2)	The Lessor and the safety consultant,
                                         as stated, will be entitled to require making changes in the works’ plan and the
                                         specifications, and the Tenant undertakes to change them according to the Lessor and
                                         the safety consultant’s requirements and to start the implementation of the works
                                         only after the Lessor and the safety consultant have approved them in writing.



 


		(3)	In addition to the aforesaid,
                                         the delivery of the Lessor’s approval for the works is subject to the Tenant’s
                                         delivery of copies of the insurances policies to the Lessor according to the following
                                         section 18.



 


		(4)	All the works will be done by
                                         qualified professionals, on the accepted level for buildings of High-Tech industries
                                         of a similar kind in Israel, and according to Israeli standards and law, at the Tenant’s
                                         expense, his exclusive responsibility and subject to the Lessor’s instructions
                                         or his representatives. The works that will be done after the signing of this Agreement
                                         for the adaptation of the Tenancy to the tenancy’s purposes will be executed in
                                         full cooperation with the project manager and under his full control. Works that will
                                         be done after the adaptation of the Tenancy as stated will be done in cooperation with
                                         the management firm and under its full control, and the Tenant will care for and be responsible
                                         that all the contractors carrying out the works on his behalf and/or for him, will follow
                                         the project manager, or the management firm’s instructions, respectively, in all
                                         matters concerning the works execution. It is hereby clarified and agreed, that the project
                                         manager, or the management firm’s decisions, respectively, will be final; binding
                                         the parties and not subject to appeal in all matters of the works execution in the Tenancy,
                                         including but not only, in matters concerning the method of the works execution, the
                                         connection to the central systems, materials and work quality, the equipment, materials
                                         and works prices, the cleanliness of the Tenancy and its surroundings, hygiene and safety
                                         of work, transfer and transportation of equipment and materials, works deficiencies and
                                         defects, damages caused to the building on all its systems, in connection to the works,
                                         and the responsibility for them.



		(5)	The Tenant will carry out works
                                         in the Tenancy in a manner and way that will not disturb the activities in any part of
                                         the structure and/or the other tenants, and he undertakes to strictly fulfill all the
                                         Lessor’s and the management firm’s instructions and to use all the means
                                         to prevent such interference.



 


		(6)	The Tenant will bear responsibility
                                         for any damage caused, during and deriving from the works done in the Tenancy, to any
                                         person or property, including to the structure and the Tenancy, whether the work was
                                         done by the



 




    	16



    	 



    

  


Tenant himself
or by his delegate, and whether or not they were approved by the Lessor or by his delegate.


 


		(7)	The Tenant agrees and approves
                                         that any amount that he will spend to make the alterations to adapt the Tenancy to his
                                         needs, as stated above, will not impart him toward the Lessor the right of return or
                                         to any payment for the sums and/or the alterations he has done as stated – not
                                         in the Lease period and not in the Tenancy’s evacuation, nor after the evacuation,
                                         whether the Lessor has asked the Tenant after the Lease period to return the Tenancy
                                         to its original condition or not. It is clarified, that if the Lessor does not require
                                         the Tenant to return the Tenancy to its original condition before the alterations’
                                         implementation, the alterations will remain in the full ownership of the Lessor and the
                                         Tenant will have no rights to any return from them, including if they have improved the
                                         Tenancy. To avoid doubt, The Lessor may condition the stated works requiring their removal
                                         at the end of the Lease period or the Tenancy’s evacuation and to return the Tenancy
                                         to its original condition before the alterations’ implementation. All the expenses
                                         for the said works and the return the Tenancy to its original condition will be at the
                                         expense and responsibility of the Tenant.



 


		(8)	The Tenant will obtain from the
                                         institutions and the competent authorities, at his expense, the necessary authorizations
                                         and permits required for the alteration works, if needed.



 


		b.	Immediately after the completion
                                         of the works, as stated in this section, the Tenant undertakes to present the Lessor
                                         and the management firm “AS MADE” updated plans of all the
                                         works and/or the alterations done.



 


		c.	Beginning at the Tenancy’s
                                         occupation date, Mr. Mordechai Warburg will be the safety officer, on behalf of the Tenant
                                         in the Tenancy, and he will be in charge, on behalf of the Tenant, to obtain all the
                                         permits and upholding the required standards to fulfill the fire department requirements,
                                         that are from time to time, including: (1) receiving the permits of all the materials’
                                         producers and the works’ performers by the above section 14(a), about their standing
                                         in meeting the standards, as soon as the works are completed, and the delivery to the
                                         Lessor on first demand; (2) getting an authorization for the Lessor, on demand, concerning
                                         the fulfillment of the fire department standards in the following: electricity works,
                                         fire detection and extinguishing, firewalls, the surfaces and the walls done by the Tenant
                                         and/or on his behalf in the Tenancy. (3) Current care that the escape corridors to and
                                         from the Tenancy be free at all times.



The safety
officer will be available at all times, by phone that will be delivered by the Tenant to the Lessor and to the management firm
immediately after signing this Agreement. The Tenant may change the Safety officer’s identity, by advanced written notice.


 


The Tenant
is liable to any damage caused to the Lessor and/or any person and/or or body and/or property deriving from non appliance of instructions
and/or safety and security procedures in the Tenancy, by this Agreement and the relevant competent authorities. The Tenant hereby
undertakes indemnify the Lessor, on first demand, for any damage and/or expense caused to the Lessor from any claim or request
to the Lessor and/or his delegate caused by the Tenant’s abstention from fulfilling safety standards and/or the Tenant’s
abstention from fulfilling the instructions and undertakings detailed in this Agreement.


 


If the
Tenant does not fully apply the undertakings of the above § 14 (c), even after the Lessor presented him a 7 day written notice,
the Lessor will be


 




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allowed
(but not obliged) to personally carry out the activities and the undertakings applying to the Tenant, or part of them, as stated,
and the Tenant will refund the Lessor his expenses plus 15% management fees, on his first demand and according to that detailed
in the demand. This section’s content does not reduce the Tenant’s duty to fulfill all his undertakings by the above
§14 (c), as stated, and/or diminish the Tenant’s responsibility, as detailed in the above section, for any action and/or
any deed that the Lessor will do resulting from the Tenant’s abstention from fulfilling his undertakings as detailed in
this section.


 


The Tenant
undertakes not to organize and to implement any alteration, repairs, improvement additions or any building works that are in any
way in the Tenancy (hereinafter “works”) without the Lessor’s prior written approval. If works have been
done without the Lessor’s approval, or without derogating its right to regard that as a breach of this Agreement, the Lessor
will be entitled to require the Tenant to demolish the works and in this case the Tenant will be bound to do so and to do all
the repairs in the Tenancy that result from the demolition so as to return the Tenancy to its condition before the works were
done; all that within 14 days from the Lessor’s request, and if the Tenant does not comply, the Lessor is authorized to
do it at the Tenant’s expense or retain the ownership and the Tenant agrees that the works will be in exclusive ownership
of the Lessor ,without any return.


 


		d.	The Lessor will not allow other
                                         tenants to use the elevators adjacent to the Tenancy for building works.



 


		15.	The use of the Tenancy



 


		a.	Without derogating the validity of
                                         the Agreement’s other provisions, the Tenant undertakes to accurately fulfill the
                                         laws, the regulations and the bylaws applying to the Tenancy and its use, to the business
                                         and the activities conducted in it, and to pay in full and on time penalties and payments
                                         he is charged, if any.



 


		b.	The Tenant is aware that the Lessor
                                         and/or the services firm are not responsible for any damage and/or nuisance caused to
                                         the Tenant, if caused, by anyone of the residents or the project’s adjacent buildings
                                         and/or their delegates, and/or from any third party, and he declares and agrees that
                                         by signing this Agreement he waives in advance every right of claim and/or request from
                                         the Lessor and/or the service firm for any damage and/or nuisance caused to him as stated.



 


		c.	The Tenant undertakes to compensate
                                         the Lessor and/or the service firm and indemnify them for any damage or expense caused
                                         to the Lessor and/or the service firm by a claim against the Lessor and/or the service
                                         firm – criminal or civil for the need to defend against such a claim’ as
                                         far as the claim drives from the Tenant’s or his delegate’s negligence or
                                         by not fulfilling or breaching the Tenant’s undertakings by this Agreement.



 


		d.	To manage the work only on the Tenancy
                                         site and to use the Tenancy only for the tenancy’s purposes and not for any other
                                         purpose, while ensuring to uphold all the management agreement’s provisions and
                                         those that will be set by the management firm subject to the management agreement, including
                                         the instruction relating to the transportation of goods to the Tenancy and from the Tenancy.
                                         The Tenant undertakes that all those connected to him in trade business, his guests and
                                         his delegates, will ensure upholding the management firm’s instructions. The Tenant
                                         undertakes to use the Tenancy, the facilities and the equipment in it and/or the structure
                                         (and outside the Tenancy) in a careful and reasonable way and to do his best that, during
                                         all the Lease period, the Tenancy and all the connected facilities be in proper condition,
                                         operative,



 




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orderly
and clean. The Tenant will prevent causing any damage or harm to the Tenancy and to the facilities in the structure and to immediately
repair, at his expense, any damage caused to the Tenancy and/or the structure’s facilities resulting from his use of the
Tenancy and/or by deeds and/or omissions of the Tenant and/or his employees and/or his guests and/or his suppliers and/or his
customers and/or his delegates.


 


		e.	To keep the Tenancy and its surroundings
                                         clean and not to put and/or keep any equipment, stock or other movable and/or any other
                                         goods in the Tenancy’s yard and/or the structure and/or any other space outside
                                         the Tenancy, and to avoid using any of the building’s parts, apart from the Tenancy
                                         for any purpose, except for use as a passage way to the Tenancy.



 


It is hereby
clarified that the Tenant will not be allowed to install in the Tenancy dining rooms, kitchens, kitchenettes and any of the like
unless of he has received prior and written approval from the Lessor and if he receives a said approval he will be entitled to
act only according to the conditions that will be set, if any, in the permit. The Lessor will not prescribe his approval to unreasonable
conditions. The stated in this section does not derogate the Tenant’s right to plan and build a kitchen, a dining room,
a club and/or kitchenettes in the preliminary planning stage of the Tenancy.


 


If any of
the Tenant’s movables will be found outside the Tenancy, and the Tenant will not remove them at the Lessor’s first
written demand, the Lessor will be entitled, but not obliged, to remove them from the building and/or the area, at the Tenant’s
expense, and he will bear no responsibility for their integrity.


Refraining
from applying the Lessor’s rights concerning the aforesaid, does not mean he agrees with keeping the movables as stated
outside the Tenancy, and it will not entitle the Tenant the right to go ahead and keep movables, as stated, and it will not prevent
the Lessor from enforcing any procedure to which he is entitled by law and/or by this Agreement’s terms.


 


		f.	Not to cause any nuisance, discomfort
                                         and unpleasantness, including noise, smells, infections and other hazards that exceed
                                         the reasonability framework considering the structures’ character, the other tenants
                                         in the structure, the people situated or visiting the area in which the Tenancy is situated,
                                         the neighbors and/or the environment.



 


The Tenant
hereby undertakes not to discharge into the sewage system, and not cause to discharge into it, sewage not acceptable or not complying
with the Health Ministry’s instructions on the matter and/or by law.


 


The Lessor
is entitled to impose special expenses for waste removal from the structure on a Tenant that regularly and currently produces,
in his tenancy waste and/or garbage in a quantity that is, in the Lessor’s opinion, excessive .


The Tenant
hereby undertakes and agrees not to enter the air conditioning rooms in the structure, which are managed exclusively by the management
firm. If the Tenant breaches this section’s instructions and this results in damages to the air conditioning facilities,
the Tenant will bear all the costs of repairing the damage, plus interest in arrears, according to the Tenant payment’s
delay.


 


		g.	To abide by all laws, the provisions
                                         and the bylaws that apply and/or will apply to the Tenancy, its use and the business,
                                         the works and the activities carried out in it by the Tenant, during the Lease period,
                                         and be responsible toward the Institutions and the Governmental and Municipal Authorities
                                         for the payment of any penalties, deriving from not complying with this section’s
                                         instructions.



 


		h.	In order to access the Tenancy,
                                         one must use exclusively the access roads that are marked in the approved plan and that
                                         will be existing in the future, park the



 




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vehicle
and the transport vehicle in the designated places and abstain from the use of motor vehicles and others that may harm the access
ways and the parking areas, provided it does not contradict the stated in the supplement.


		i.	To pay accurately all the payments
                                         due to the Lessor and/or to the competent authorities on the stated payment dates.



 


		j.	To allow the owners and/or the
                                         Lessor and/or their delegates to visit the Tenancy at all reasonable times, after a minimal
                                         48 hours prior coordination with the Tenant (except in urgent cases) provided the purpose
                                         of the is mentioned in the coordination notice, and to examine its condition and its
                                         use so as to evaluate the application of the provisions fixed in this Agreement or by
                                         law and that necessitate entering the Tenancy and including:



 


		(1)	To carry out in the area of the
                                         Tenancy any necessary repairs, for the structure’s needs, or any of its parts.



 


		(2)	To carry out building activities
                                         and/or demolition that the Lessor may carry out under this Agreement.



 


		(3)	To show the Tenancy to potential
                                         buyers and/or tenants.



 


		(4)	If part of the structure’s
                                         systems are located in the Tenancy, and the access to them is through the Tenancy, the
                                         Tenant will allow the Lessor and/or the management firm and/or their delegates access
                                         to these systems at all times, for repair or examination.



 


The Lessor
is aware that the Tenant runs his business in the Tenancy carefully keeping safety and security procedures. The Lessor will abide
by the Tenant’s instructions in everything concerning his stay in the Tenancy and he agrees in advance not to enter the
Tenancy without prior coordination and with the continual escort of the Tenant’s delegate. The Lessor is aware that breach
of this section’s provisions might cause the Tenant considerable heavy damages for which the Tenant will be entitled to
repairs from the Lessor. However, this section’s instructions cannot derogate the Lessor’s right to enter the Tenancy
in cases of emergency and/or in cases in which there is no reply from the on-call, whenever the case , in the Lessor’s opinion,
cannot stand a delay.


 


Notwithstanding
the stated in this Agreement, the Tenant will appoint an on-call/ on-calls on the Tenants behalf that will be available at all
times at short notice (24/7) for emergency cases, and in case of an emergency, the Lessor will call these on-calls. If the on-call
or any person does not respond to the Lessor’s and/or the management firm’s call, the Lessor will be allowed to break
into the Tenancy in order to deal with the emergency. At the end of every work and/or repair, and subject to them, the Lessor
will return the Tenancy to its original condition, in reasonable time, at most within 10 days from the reception of an explicit
notice from the Tenant or – if the non-return of the Tenancy to normal, prevents the reasonable use of the Tenancy –
as early as possible after the stated receipt of an explicit notice. If the Lessor does not act to return the Tenancy to its normal
function according to the aforesaid in this section, the Tenant will be allowed to carry out the return to work of the Tenancy
to normal, only through an authorized and qualified contractor, and the Lessor will bear the actual reasonable cost of the necessary
work, subject to the receipt of a tax invoice from the Tenant.


 


		k.	The parties agree to keep the
                                         instructions of the competent authorities connected to the arrangements and procedures
                                         of fire prevention and extinguishing, civil guard, safety and security, and to purchase
                                         at their expense (according to the division of all the equipment necessary within the
                                         net surface



 




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of the
Tenancy will be on the Tenant and what is outside of the Tenancy, on the Lessor), according to the instructions of these bodies,
all the equipment for prevention and safety necessary to apply and keep the aforesaid instructions, and to connect the structure
and/or the Tenancy to the floor’s service center.


 


		l.	At the Lessor’s request,
                                         to demolish and/or change any addition or alteration introduced by the Tenant into the
                                         Tenancy and/or the structure that was not built according to this Agreement’s provisions
                                         and to return the Tenancy and the structure’s state to normal: all that at the
                                         Tenant expense.



 


		m.	The Tenant hereby undertakes
                                         not to hang or install ads, posters and/or other advertising mediums in the area and/or
                                         any part of the structure. The signs, their place, sort, size and form will be fixed
                                         by the Lessor, at his exclusive discretion, and will be installed by the Lessor, at the
                                         Tenant’s expense. The Lessor or the management firm will be allowed to take away,
                                         or remove any poster or banner that the Tenant displayed contrary to this section’s
                                         statement.



 


		n.	For avoidance of doubt it is
                                         hereby explicitly clarified that the Tenant is not allowed to install air-conditioning
                                         or any other electro-mechanic equipment in the Tenancy’s walls and/or windows.



 


		16.	Maintenance and repairs



 


		a.	In return for the payment of the
                                         sums stated in the following section c, the Lessor undertakes to supply the maintenance
                                         services detailed in the following section b, himself and/or the management firm (above
                                         and below: “The management firm” / “The services firm”),
                                         all on the terms detailed below and in the management agreement. As long as a management
                                         firm was not appointed and/or established, the Lessor will serve as a management firm
                                         for this Agreement and the management agreement’s requirements.



By signing this Agreement
and as a condition to the signing, the Tenant undertakes to sign an agreement for all the Lease period, as formulated by the Lessor
from time to time, and to sign every update or addition to the agreement, as required by the management firm and/or the Lessor,
from time to time (above and below: “The management agreement”) and he undertakes to fulfill all the management
agreement’s provisions and to abide by all his undertakings by the management agreement. The management agreement will be
presented for signing by the Tenant after signing this Agreement. If the Tenant does not sign the management agreement, or if
the Tenant breaches the management agreement, it will be deemed as a breach of this Agreement by the Tenant, and it is explicitly
clarified that non-payment by the Tenant of the management’s fees to the Lessor or to the management firm in order and on
time, will be deemed, among others, as a basic breach of this Agreement by the Tenant. Also, it is clarified that the services
do not include the Tenancy’s interior including the Tenancy’s interior’s cleaning that are not included in the
services received from the Lessor or from the management firm. The Lessor undertakes that all the other tenants on the office
floors will sign the same text of the management agreement.


 


		b.	The maintenance services provided
                                         by the Lessor and/or by the management firm will be at least of the sort, the size and
                                         the terms described here:



 


		(1)	Structure’s maintenance, Mechanical
                                         systems’ maintenance, public installation, public sewage, public electricity including
                                         an emergency generator, elevators’ maintenance, gardening, public signs maintenance,
                                         public areas cleaning.



 




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		(2)	Air-conditioning services including
                                         the maintenance of the central cooling system and supply of cooling services during the
                                         day, 7 days per week.



The Lessor
will provide the Tenant, if it is required, cooling services in winter also and that to the scope and terms on which they will
agree.


It is clarified
and agreed, that the Lessor undertakes to provide central air-conditioning services in the public areas up to and as far as the
Tenancy’s entrance and that the air-conditioning services do not include handling and maintaining the air-conditioning facilities
inside the Tenancy. The Tenant is solely responsible for the system and all the air-conditioning facilities inside the Tenancy.


 


For avoidance
of doubt, it is hereby clarified that subject to the Lessor’s undertaking to repair breakdowns, if any, in the central air-conditioning
system only, including inside the Tenancy, this agreement does not make him responsible for stoppages that might occur in the
air-conditioning facilities either by breakdowns, by maintenance work or any other reason and the Tenant will not be allowed to
demand and/or receive from the Lessor any compensation and/or damages and/or facility for any reason.


For avoidance
of doubt, the Tenant will bear all the costs for the handling and maintenance of the air-conditioning facilities inside the Tenancy,
in addition to the management fees.


 


		(3)	Environmental maintenance –
                                         Within a scope that will be determined from time to time by the Lessor, at his absolute
                                         and exclusive discretion (hereinafter: “The maintenance services”)



 


		c.	In return for the maintenance services,
                                         including the electricity expenses for the air-conditioning, the Tenant will pay the
                                         Lessor or the management firm, according to the Lessor’s choice, in addition to
                                         the management fees detailed in the above § 10 and as stated in the supplement a’1
                                         to the Agreement, the management fees, detailed in the management agreement (above and
                                         below: “The management fees” or “The management firm
                                         maintenance fees”).



The Tenant
will pay the maintenance fees as stated above in advance for every 3 months of the Lease period, together with the rent, as detailed
in the above § 11.


 


		d.	Together with the maintenance fees,
                                         the Tenant will pay the VAT applying to these payments on the VAT payment dates.



 


		e.	For avoidance of doubt it is agreed
                                         that the Lessor and/or the management firm will not be deemed, together and separately,
                                         the “guards” of the Tenancy and/or its contents in relation to the provisions
                                         of the Guardians’ Law 1967.



 


		f.	The Tenant undertakes to notify the
                                         Lessor and/or the management firm, immediately and without delay of any loss, breakdown
                                         or damage caused to the Tenancy or part of it.



 


		g.	Notwithstanding the aforesaid, the
                                         Tenant undertakes to immediately repair at his expense, any defect or breakdown for which
                                         the Tenant is responsible by this Agreement, within seven (7) days of their occurrence,
                                         or in a shortest time possible, if it will be necessary in the opinion of the Lessor
                                         and/or the management firm.



 


		h.	If the Tenant does not comply in
                                         full with the undertakings of § f’ and g’, the Lessor and/or the management
                                         firm will be entitled (but not obliged) to personally attend to the maintenance and repairs
                                         that apply to the Tenant after which the Tenant will reimburse the Lessor and/or the
                                         management firm, as applicable, for all the expenses paid in this case immediately on
                                         first demand



 




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and according
to the said request. The content of this section does not derogate from the Tenant’s obligation to carry out the repairs
in the Tenancy himself.


 


		i.	For avoidance of doubt, when a management
                                         firm has been appointed to manage the building, any complaint by the Tenant to the management
                                         firm will not be a cause for a claim on the Tenant’s side towards the Lessor. Notwithstanding
                                         the stated in this subsection, it is agreed that if the management firm materially breaches
                                         its undertakings deriving from the management agreement, and the breach was not corrected
                                         after the receipt of a 14 days written warning from the Tenant, and as a result of this
                                         breach the Tenant cannot reasonably use the Tenancy for the Tenancy’s purposes,
                                         the Tenant will apply in writing to the Lessor, and the Lessor will undertake to make
                                         every effort to repair the breach in reasonable time as applicable. It is also hereby
                                         agreed, that in cases as stated, in which, after severe damages to the systems and/or
                                         to the leased structure for which the management firm is responsible, the use of the
                                         Tenancy by the Tenant will be prevented, and if the management firm does not start to
                                         repair the hindrance, as soon as it is informed about the hindrance, The Tenant will
                                         be allowed to apply to the Lessor in writing and the Lessor will make every effort to
                                         repair the breach in reasonable time ,as applicable.



If the Lessor
does not act as stated in the above subsection, the Tenant will be allowed to carry out the work to repair the breakdown /hindrance,
only through an authorized and qualified contractor, and the Lessor will bear the actual reasonable cost of the necessary work,
subject to the receipt of a tax invoice from the Tenant.


 


		j.	The management firm may, at its discretion
                                         and from time to time, determine the scope, essence and nature of the activities that
                                         it will execute their sort and essence. The management firm may also decide what part
                                         of the activities defined in the management or other agreements will be performed by
                                         them, if any, when and for what period.



 


		k.	If the Tenant will be recognized
                                         as an entity that has breached the service agreement toward the management firm in a
                                         final court ruling, the said breach will be deemed as a breach of the Tenant’s
                                         undertakings toward the Lessor in that agreement.



		l.	For avoidance of doubt it is hereby
                                         clarified that the stated in this section does not impose on the Lessor the duty to perform
                                         any management and maintenance services in the project. If the Lessor chooses to carry
                                         out management and maintenance services by himself, the provisions of this section will
                                         apply, subject to the necessary changes, on the delivery of the services by the Lessor.



The Lessor
may, without any agreement from the Tenant, carry out any building activity, change or addition to the project and the structure,
all that at the Lessor’s exclusive discretion, as it will deem fit to do from time to time, provided that this does not
change the Tenancy and that it will not harm the benefit from or the use of the Tenant from his Tenancy except by law.


 


		m.	The Lessor may make any use of other
                                         parts of the structure or the project or of any addition it has built or will build to
                                         the project, without limitation and without need to ask for consent from the Tenant;
                                         all that at the Lessor’s exclusive discretion, and as he may find as fit from time
                                         to time.



 


		n.	If the Lessor had decided to make
                                         a change or addition in the Tenancy’s area he will not do so during the Lease period,
                                         unless the Tenant’s prior consent has been given. This section does not apply to
                                         that stated concerning the Lessor or the management firm activities in the service agreement.



 




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		o.	If the Tenant will not maintain the
                                         Tenancy in a proper state and/or will not make repairs as needed in the Tenancy and/or
                                         will not return the Tenancy to the Lessor at the end of the period of Tenancy in a satisfactory
                                         condition, as stated in this Agreement and/or if the Tenancy is damaged during the period
                                         of Tenancy that was not repaired by the Tenant, then, in addition to any other rights
                                         accorded to the Lessor, in this case according to this Agreement’s provisions and/or
                                         by law, the Lessor may do any repair and/or any action deemed fit to repair the damage
                                         and/or return the situation to normal; all that at the Tenant’s expense.



 


		p.	The Tenant hereby undertakes to pay
                                         the Lessor, on first demand, all the sums that the Lessor has paid for the activities
                                         that the Lessor has carried out according to the defined above. The Lessor’s accounts
                                         of the above expenses will be evidence of their accuracy and the Tenant will undertake
                                         to pay the bills immediately upon their submission to him by the Lessor.



 


		q.	Any delay and/or standby, lack of
                                         response, lack of action or lack of taking measures on the Lessor’s part will not
                                         be interpreted in any way as a waiver on the Lessor’s part on any of his rights
                                         deriving from this Agreement toward a continuing breach on the Tenant’s part, provided
                                         that the Lessor renounces explicitly, and in writing, any of his rights.



 


		r.	If the Tenant will breach all this
                                         Agreement or any of its clauses and will not correct the breach within a reasonable time
                                         despite being warned in writing in a notice in which a reasonable time was suggested
                                         to correct the violation and whenever the Tenant will not pay the rent on time ,the rent
                                         and/or any monies and/or expenses and/or taxes and/or sums and/or other payment due by
                                         him deriving from this Agreement or any of its parts in the fixed time and not even within
                                         seven days from the day he was required in writing to mend the breach - the Lessor may,
                                         without derogating other given rights by law, and/or according to this Agreement, cancel
                                         the Agreement and require the immediate evacuation of the Tenancy and/or to fix a date
                                         for the evacuation of the Tenancy, as it sees fit, and in such a case the Agreement is
                                         cancelled on the date fixed by the Lessor.



 


		s.	The Tenant will be allowed to participate
                                         in the building’s resident’s meetings, and to vote in the meetings according
                                         to his proportional part in the structure on any purposes related to the building maintenance,
                                         its systems and the public areas in it provided that it is connected to the benefit and
                                         its use of the Tenancy and/or of the adjacent public area.



 




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		17.	Warranty



 


Notwithstanding
the Tenant’s responsibility by law for loss, injury, damage or failure that might have been caused to the body and/or properties
of any person or body during and resulting from work done in the Tenancy, by the Tenant and/or hired subcontractors and/or his
delegates, he will be liable to any damage and/or caused to the body and/or properties deriving from the Tenancy’s maintenance
or the use and/or act and/or omission of the Tenant and/or his delegates, suppliers and/or his customers and/or his delegates,
unless the damage was caused as a result of direct negligence of the Lessor and/or the management firm and/or their delegates
and subject to the Tenant’s liability by law, including contributing negligence. The Tenant undertakes to indemnify the
Lessor for any damage or financial expense caused to the Lessor resulting from any claim or request connected to events in the
Tenant\s responsibility as detailed above.


 


		18.	Insurance



The parties
agree that the following instructions are only tentative, and that the insurance consultant, accepted by the parties, Mr. Uri
Orland will determine the final insurance and liabilities sections deriving from this Agreement. Mr. Orland will present within
14 days from this Agreement’s signature ,a written approval and/or amendments, as he may have to the following section.
If Mr. Orland will not present his approval as stated, this section will be valid for all purposes:


 


		a.	Without prejudice the Tenant responsibility
                                         by this Agreement and/or by law, before the beginning of work in the Tenancy, as may
                                         be, the Tenant undertakes to draw up and maintain a contractor’s works’ insurance
                                         in the name of the Tenant, the contractors, the subcontractors, the Lessor and the management
                                         firm as detailed in the insurance edition attached to this Agreement is an integral part
                                         of it and marked as Appendix d’1 (hereinafter “permit to
                                         edit the Tenant works’ insurance”)



 


		b.	The Tenant undertakes, without
                                         the Lessor’s requirement, to provide the Lessor, not later than the beginning of
                                         works in the Tenancy, such as they are, the permit to edit the Tenant works’ insurance,
                                         signed by the insurer. The Tenant declares that he is aware that the provision of the
                                         stated permit to edit the Tenant works’ insurance is a prerequisite condition to
                                         the execution of works in the Tenancy, and the Lessor will be entitled to prevent the
                                         Tenant from proceeding with work in the Tenancy if the permit is not delivered before
                                         the commencement of work..



The liability’s limits
in the third parties insurance that the Tenant edits, as stated in section (2) permit to edit the Tenant works’ insurance
(Appendix d’1) are for the sum of 1,000 $ (One thousand US$) multiplied by the Tenancy’s surface minimum
100,000 $, maximum 2,000,000 $ for every event and in accrual for the insurance period; all that subject to the following section
t’.


 


		c.	Without derogating from the Tenant’s
                                         liability by this Agreement and/or by law, the Tenant undertakes to draw up and maintain
                                         the insurances detailed in the permit to edit insurance attached this Agreement and is
                                         an integral part of it and marked as Appendix d (hereinafter “permit
                                         to edit the Tenant’s insurances”) in a lawfully authorized and renowned
                                         Insurance Company (hereinafter “The Tenant’s insurances”). It
                                         is clarified that the instructions in section h’ will apply in this section.



 


		d.	The Tenant undertakes, without
                                         the Lessor’s requirement, to provide the Lessor, not later than the opening of
                                         the Tenant’s business in the Tenancy or



 




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before the introduction
of any asset in the Tenancy (apart from assets insured in the work under the above section a’) – whichever comes first
– the stated permit to edit the Tenant’s insurances, signed by the insurer. The Tenant declares that he is aware that
the provision and/or updating of the permit to edit the Tenant’s insurances are an advance and prerequisite condition to
the opening of the Tenant business in the Tenancy and/or to the introduction of any asset in the Tenancy (apart from assets insured
in the work under the above section a’), and the Lessor will be entitled to prevent the Tenant from opening his business
in the Tenancy and/or to the introduction of any asset in the Tenancy if the permit was not delivered before the above stated
date.


 


		e.	The liability’s limits in
                                         the third parties insurance that the Tenant edits, as stated in section (2) permit to
                                         edit the Tenant’s insurances (Appendix d’) are for the sum
                                         of 3,500 $ multiplied by the Tenancy’s surface minimum 250,000 $, maximum 5,000,000
                                         $ for every event and in accrual for the insurance period; all that subject to the following
                                         section t’.



 


		f.	It
                                         is agreed that the Tenant may not draw up a Loss of Income insurance, in full or in part,
                                         as detailed in section (4) to the permit to edit the Tenant’s insurances (Appendix
                                         d’), but the following section j’ will apply for any income loss
                                         as stated above as if an insurance was edited.  



 


		g.	It
                                         is agreed that the Tenant may not draw up an insurance for glass breakages, as detailed
                                         in section (1) to the permit to edit the Tenant’s insurances (Appendix e’),
                                         but the following section j’ will apply for any income loss as stated above as
                                         if an insurance was edited.



 


		h.	If, in the Tenant’s opinion,
                                         an additional insurance policy is necessary, and/or supplement to the Tenant’s
                                         insurances as stated, a section on subrogation will be included as stated in the section
                                         1 of Appendix e to the benefit of the Lessor and the Management firm and their delegates,
                                         and the insured name will be extended to include the Lessor and the Management firm,
                                         for liabilities insurance, subject to the cross liability section.



 


		i.	The
                                         Tenant undertakes to update the insurance amounts for policies edited according to sections
                                         (1) and (4) of the permit to edit the Tenant’s insurances (Appendix d’),
                                         from time to time, and/or at the Lessor’s request, so as to always represent the
                                         full value of the insured subject.



 


		j.	the
                                         Tenant declares that he will make no complaint and/or request and/or no claim against
                                         the Lessor, the management firm and their delegates as well as to the other rights- holders
                                         in the building, for whom, in their tenancy agreement ,or any other agreement that grant
                                         them rights in the building , includes a parallel exemption toward the Tenant, for damage
                                         for which he has an indemnification right (or for which he has an indemnification were
                                         it not for the deductible fixed in the policy) in the policies edited according to section(1)
                                         permit to edit the Tenant works’ insurance (Appendix d’), and
                                         section(1) and (4) of the permit to edit the Tenant’s insurances (Appendix
                                         d’) and the Lessor hereby discharges the detailed above from any liability
                                         to damage for which he is entitled to the stated indemnification, provided that the waiver
                                         from liability will not apply to a person who willfully caused the damage. 



 


		k.	For avoidance of doubt it is clarified,
                                         that failure to present the policies on time, as stated in the above sections b’
                                         and d’, will not harm the Tenant’s undertakings from this Agreement, including,
                                         and without derogating from the stated generality, any payment liability of the Tenant.
                                         The Tenant undertakes to fulfill all his undertakings deriving from this Agreement even
                                         if he will be prevented from executing works and/or receiving the possession of the



 




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Tenancy and/or
entering assets in the Tenancy and/or inaugurating his business in the Tenancy, due to not presenting the policies on time.


 


		l.	Within 14 days before the end
                                         of the Tenant’s policies, the Tenant undertakes to deposit with the Lessor a certificate
                                         of the edition of the said policies as stated in the above section d’ for the extension
                                         of an additional period, in every insurance period, and as long as this Agreement is
                                         valid.



 


		m.	The Lessor may examine the policies
                                         certificates that the Tenant provides as stated in the above sections b’ and d’
                                         and the Tenant undertakes to make every change or amendment to comply with the Tenant
                                         undertakings as stated in this section 18. The Tenant declares that the Lessor right
                                         to examine the policies certificates and his right to instruct the Tenant to make changes
                                         or amendments in the Tenant’s policies as stated above, does not impose on the
                                         Lessor or his delegate any responsibility and liability for the stated policies certificates,
                                         their essence, their scope their validity, or their absence, nor does it diminish any
                                         liability imposed on the Tenant by this Agreement.



 


		n.	The Tenant undertakes to abide
                                         by the conditions of the insurance policies he has edited, to pay the insurance fees
                                         in full and on time, and to care and ensure that the Tenant policies be renewed from
                                         time to time as necessary and be valid throughout the Lease period.



 


		o.	The Tenant undertakes to abide
                                         by the safety instructions that will be published from time to time by the Lessor and/or
                                         the management firm and the Tenant also undertakes to refrain from and/or not allow others
                                         to do any act or omission in the Tenancy and/or the building that might cause an explosion
                                         and/or a fire and/or anything that might endanger human lives or the building.



 


		p.	The Tenant undertakes that if
                                         the Lessor and/or the management firm are charged additional insurance fees payment beyond
                                         the normal, deriving from the Tenant’s activities, the Tenant will pay the Lessor
                                         and/or the management firm, as applicable, the stated addition, immediately on first
                                         demand.



 


		q.	For avoidance of doubt it is hereby
                                         agreed that setting the liabilities limits in the above sections b’ and d’
                                         is in the realm of a minimal request applying to the Tenant, and that the Tenant should
                                         examine his exposure to liability and decide accordingly as to the liabilities limit.
                                         The Tenant declares and agrees that he surrender the right to raise any complaint and/or
                                         request toward the Lessor and/or the management firm and/or their delegates, in connection
                                         to the stated minimal liabilities limits.



 


		r.	Without prejudice the generality
                                         of aforesaid in §17, the Tenant will be liable to every claim that the Lessor might
                                         bear resulting from the violation or non compliance of legal instructions, or license
                                         by the Tenant or resulting from the Tenant’s liability violation of any undertaking
                                         by this agreement, and he will indemnify the Lessor for any connected expense or damage
                                         that will occur, if any.



 


		19.	Transfer and Assignment
                                         of Rights 



 


		a.	The Tenant cannot transfer his rights
                                         in the Tenancy and rights deriving from this agreement, or allow any use of the Tenancy
                                         as a whole or in part, to others, whether for payment or not, directly or indirectly,
                                         unless the Tenant receives advance explicit written authorization from the Lessor. The
                                         Lessor will not refuse to give his agreement but for reasonable causes, according to
                                         the project essence; all that subject to the condition that the Tenant and the sub-tenant
                                         will unconditionally comply with the provisions of this Agreement and the management
                                         agreement with all the sections and appendices.



 




    	27



    	 



    

 


Notwithstanding
the stated, it is hereby agreed:


 


		(1)	The Lessor will be entitled to
                                         lease the Tenancy, in sublease as a whole or in part, as fit him, provided that he notify
                                         the Lessor in writing 30 days in advance, and will continue to be liable for all his
                                         undertakings to the Lessor deriving from this Agreement, during all the Lease period,
                                         for all the leased area, including the area leased in a sublease; all that subject to
                                         the subtenant activities being compatible with the building’s character.



 


		(2)	The Lessor will be entitled to
                                         lease the Tenancy, in sublease as a whole or in part, to a related company, without prior
                                         notification to the Lessor, and it is clarified that the Tenant will continue to be liable
                                         for all his undertakings to the Lessor deriving from this Agreement, during all the Lease
                                         period, for all the leased area, including the area leased in a sublease; all that subject
                                         to the subtenant activities being compatible with the building’s character.



 


		b.	The Lessor will be entitled to sell
                                         and transfer his rights on the land and/or the structure and/or any of its many units
                                         including the Tenancy or any of its parts and/or his rights by the Agreement, or pledge
                                         or mortgage without prior agreement from the Lessor, provided that the Tenant’s
                                         rights deriving from this Agreement provisions and/or by law will not be harmed and that
                                         this Agreement’s provisions will apply on all the transferees, with the necessary
                                         changes.



 


		c.	Notwithstanding the stated, the
                                         Lessor may transfer, assign, endorse and pledge to another, all his rights for rents
                                         deriving from this Agreement, and the Tenant will act according and in line with the
                                         written provisions that will be supplied for this matter by the Lessor.



 


		20.	Primary clauses and Compensation
                                         Agreed in Advance



 


		a.	It is hereby agreed that the sections
                                         2b’, 3-5, 7-12, 15-19’s provisions are primary and basic sections of this
                                         Agreement according to the meaning of this term by the Contracts Law (Remedies for contract
                                         violation) 1970. Violation of these sections, or any of them, will be deemed a material
                                         violation of this term’s intent in the Contracts Law (Remedies for contract violation)
                                         1970.



 


		b.	Violation of sections 2b, 8-12, 5,
                                         14-18 of this Agreement will grant the Lessor, in addition to all the accepted remedies,
                                         the right for indemnities of a fixed sum, of 5 months’ rent including VAT (hereafter:
                                         “the agreed indemnities”). The agreed indemnities will be index linked,
                                         starting at the basic index and up to the index at the time of payment. The parties declare
                                         hereby that the sum of the agreed indemnities is acceptable and reasonable, and was determined
                                         by them according to the damage they foresee in case of a fundamental violation of this
                                         Agreement.



The parties agree that the
Lessor will not be allowed to claim a fundamental violation of the Agreement unless the Tenant was informed of this violation
and has not repaired it within 15 days. These sections will not apply to delay in contribution according to this Agreement. This
section does not diminish from a party’s obligation to repair a violation as soon as it happens, and is not a cause for
delay in the party’s obligation to repair the violation.


 


c. Without prejudice the Tenant’s
obligations according to this Agreement, it is hereby agreed that a delay in rent and/or any other payment due according to this
Agreement will bear interest as defined in this Agreement, starting from the first day of delay, in addition to the remedies granted
by this Agreement and/or by


 




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law. It is hereby agreed that
a delay of up to 5 days in payment will not be considered as a delay as defined in this section.


 


d. A delay in transferring
the holding and/or in issuing an certificate for occupancy from the Jerusalem Fire Department, and/or a delay in execution of
the envelope in a way that will delay occupation of the property by the Tenant – will grant indemnities in the sum of one
months’ rent for each months’ delay (as well as interests for the money paid and the sum of the bank guarantee) from
the Lessor to the Tenant, according to appendix A1.


 


		21.	Cancellation of the lease
                                         and the Agreement



The Tenant agrees and undertakes
that in spite of the instructions in this Agreement regarding the lease period, the Lessor will be allowed – but not obliged
– to cancel this Agreement and evict the Tenant from the property with a unilateral notice given 14 days in advance and
in writing, provided that the Tenant was given the opportunity to repair the violation for each one of the cases specified hereunder:


 


a.
If the Tenant, or one of his representatives, has violated and/or failed to comply in time with one of the terms and/or commitments
of the fundamental sections.




 


b.
The Tenants has violated this Agreement in a non-fundamental way and has not repaired it within 30 days of being asked to do so.




 


c.
If the Tenant and/or his assets, in full or in part, were appointed receiver and/or a liquidator (including a temporary one) and/or
if he was declared bankrupt, as the case may be.




 


d.
If the Tenant is incorporated and has changed ownership, and the Lessor has not given written consent within 14 days of being
informed of the change. The Tenant is obliged to inform the Lessor of every changed as specified, within 7 days of the change.




 


For each of the above-mentioned
cases, the instructions specified in section 22 will apply. In addition, the Tenant will be responsible for reimbursing the Lessor
and the management firm, at their first request, for all costs, damages and losses accrued and that will be accrued due to violation
of the Agreement by the Tenant.


 


		22.	Evacuation of the property



		a.	The Tenant hereby agrees to evacuate
                                         the property at the end of the lease period or upon cancellation of this Agreement, for
                                         any reason, according to the earlier date as the case may be, and to return the property
                                         solely to the Lessor, or to any party designated by him, when it is clean, unoccupied
                                         and with its systems in good order, apart from reasonable amortization. In spite of the
                                         above, as for facilities and systems that were installed in the property, the Tenant
                                         will leave these facilities in the property, as specified in section b hereunder, with
                                         no claims for contribution on his behalf. All works required for the above will be performed
                                         before the lease period ends or is cancelled according to this Agreement, and following
                                         the instructions of an engineer appointed by the



 




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Lessor, and in any case will
be done without damaging the structure and/or its systems and/or the routine activities of its occupants.


 


		b.	Unless agreed otherwise in writing,
                                         it is hereby agreed that all changes and/or modifications and/or renovations and/or facilities
                                         and/or systems and/or additions which are not mobile that will be performed and /or installed
                                         in the property by the Tenant and/or the Lessor and everything else that is connected
                                         to the property (following: “the facilities”) will, at the end of
                                         the lease period, or at the expiration of this Agreement, be transferred to the sole
                                         ownership of the Lessor. The Tenant hereby undertakes not to mortgage or endow a third
                                         party with any rights to the above-mentioned facilities and systems. The Tenant hereby
                                         waves any claim connected to the above. Regarding the above mentioned connected facilities,
                                         it is hereby clarified and agreed that the above does not diminish from the Lessor’s
                                         right to request the Tenant to evacuate or remove any such connected facilities or facilities
                                         as mentioned above or to perform any action that will return the property to its state
                                         at the time of occupancy, and the full cost of the works required for this will befall
                                         to the Tenant. To dispel any doubt, it is clarified that the above does not allow the
                                         Tenant to perform any change against the instructions of this Agreement.



 


		c.	In addition, and without prejudice
                                         the remedies and indemnities granted to the Lessor according to this Agreement and/or
                                         by law, the Tenant hereby agrees that if he will not evacuate the property and return
                                         it to the Lessor, as required in section a above, he will pay the Lessor an agreed sum
                                         for each day’s delay, equal to 1.5 times the daily rent for the first three months
                                         of the violation, and 2 times the daily rent for each additional day, with no need to
                                         present proof of damages. This sum will be linked to the index, starting at the basic
                                         index and up to the index at the time of actual evacuation. The parties agree that this
                                         sum is an agreed, fair compensation for the Lessor due to the delay in evacuating of
                                         the property as detailed above, without prejudice to the Lessor’s right to any
                                         other remedy and/or to a higher compensation, including compensation charged to the Lessor,
                                         if applicable, on behalf of a future Tenant. In addition, in case of failure to evict,
                                         the Tenant will bare all the legal costs accrued in order to evict him from the property
                                         and in order to collect the sums due to the Lessor as a consequence of non-evacuation,
                                         including but not limited to fees for expert opinions, legal fees, including interest
                                         and linkage differentials due to these costs.



Without prejudice to the above
it is clarified that as long as the property has not been cleared of objects and facilities that the Tenant was requested to evacuate
and was not delivered to the Lessor as required in section a above, including if the parties undertake negotiations for extension
of the lease period and/or changing one of the terms of the lease Agreement, the Tenant will be responsible, in addition to all
other remedies, for the obligations and payments he committed to in this Agreement for the duration of the lease period, including,
but not limited to, rent payment (the higher sum of adjusted basic rent or adjusted rent), city tax, management fee, electricity
etc. It is hereby clarified that the above does not allow, or imply, that the Tenant may not evacuate the property at the end
of the lease period as specified in section a’ above.


 




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		d.	If the Tenant did not evacuate mobile
                                         objects and/or facilities as requested, or any part of them, the Lessor will have the
                                         right to dismantle them, clear them or store them, at the cost and at the responsibility
                                         of the Tenant, or alternatively receive ownership of them without paying any indemnity
                                         and/or compensation and/or reimbursement and/or payment and the Tenant waves any claim
                                         connected to it. Without prejudice to anything stated elsewhere, if the Agreement is
                                         terminated due to violation by the Tenant and/or if the Tenant owes money due to this
                                         Agreement, including, but not limited to, city tax, electricity, management fee and rent,
                                         the Lessor will have lien rights over the facilities. If the Lessor requested the evacuation
                                         of the objects and/or facilities and all of them or part of them was not evacuated, then,
                                         in order to collect the appropriate usage fees determined in section c, the Lessor will
                                         be considered as if he didn’t evacuate the property as long as he did not dismantle
                                         and remove all objects and facilities from the property and did not return the property
                                         to its state at the time of delivery.



 


		23.	Collaterals



In order to guarantee the fulfilment
of this Agreement and the management agreement by the Tenant, the Tenant will deposit the following securities with the Lessor,
upon signature of this Agreement and as a condition for obtaining hold of the property:



a.
An autonomous, unconditional bank guarantee, which can be paid at the first request with no explanation, for a sum of 1,274,372
US dollars (one million two hundred seventy four thousand and three hundred seventy two $US) (equivalent to rent and management
fee, including VAT, for 12 months rent, that is for envelope and finishing works, following: “the guarantee”
or “the Collaterals”) as specified in appendix e, and according to the terms specified above
and hereunder. The guarantee will be issued on behalf of the Lessor. The guarantee will be unconditional, transferable, and can
be forfeited in dull or in part at all times. The guarantee will be linked to the representative rate of the US dollar. The guarantee
will be valid upon signature of this contract and for the duration of the lease period, as well as an additional six months, and
it will be renewed from time to time, one month before it expires, until the end of the additional lease period and six months
following the additional lease period. All expenses linked with issuing the guarantee will be at the cost of the Tenant. If the
guarantee is forfeited by law and/or according to this Agreement, the Tenant agrees to deposit, immediately upon forfeiture, and
additional guarantee, following the wording and conditions detailed above.
 To dispel any doubts, if the rent increases, the
Lessor will immediately increase accordingly the sum of the guarantee.




b.
Without prejudice to the rest of the instructions in this Agreement, the Lessor may forfeit the Collaterals, realize the Collaterals,
after giving the Tenant 10 business days’ notice, as follows:





		(1)	If the property is not evacuated
                                         at the agreed date, the Lessor may realize the Collaterals in full or in part, such that
                                         the money paid will be considered, among others, as the agreed, pre-estimated compensation
                                         determined in this Agreement.



 


		(2)	If a payment specified in this Agreement,
                                         or in the management agreement, is not made by the Tenant, the Lessor may realize the
                                         Collaterals in the sum



 




    	31



    	 



    

 


of the required payment, in addition
to linkage differentials, fines, interests for delay, and all other expenses he accrues.


 


If failure to pay is a fundamental
violation of this agreement, the Lessor may realize the Collaterals in the sum owed or in the sum of the agreed indemnity specified
in this contract, the higher of the two.


 


		(3)	In the case of damage or loss to
                                         the property and/or its content, befalling to the Tenant, as defined in this agreement
                                         and/or the management agreement, the Lessor may realize the Collaterals in the sum required
                                         for repairs with an additional 20% for handling fees. “Repair” includes
                                         replacement.



 


		(4)	In the case of any fundamental violation
                                         of this Agreement, which is not repaired within 7 days, and in the case of any non-fundamental
                                         violation which is not repaired within 14 days from the time when the Tenant was given
                                         written notice by the Lessor and/or the management firm and/or their representative.



 


c.
The Collaterals specified in this section, and/or the realization of any part of it may not be considered as a waver by the Lessor
and/or the management firm for any additional remedy against the Tenant, be these specifically stated in the Agreement or in the
management agreement or whether they are due to the Lessor by law, or to limit the sum of indemnities or damages that the management
firm and/or the Lessor may claim or collect from the Tenant.




 


d.
According to the instructions detailed in this section, the Collaterals will be returned to the Tenant at the end of the lease
period, at the earliest among the following: (1) 3 months after the lease period; or (2) if the Tenant presents the Lessor with
all proofs that all payments due by the Tenant were made up to the end of the lease period. It is clarified that if the Lessor
realizes the Collaterals or part of it, the Tenant will receive, at the specified date, the remainder of the Collaterals and/or
the remaining sums in the Lessor’s possession, if applicable, after realization of the Collaterals the Lessor will not mortgage
and/or transfer the guarantee to any third party, except for realization of the guarantee through the issuing bank.




 


		24.	Ownership – seizure
                                         of the property by the Lessor



 


Without prejudice to this
Agreement and in addition to all remedies and indemnities given to the Lessor according to this Agreement and/or by law, it is
hereby agreed:


a.
At the end of the lease period, and/or if this Agreement expires or is cancelled, the earliest of the above, the Lessor may assume
ownership of the property or part of it.




 


b.
If the Lessor does not evacuate the property at the end of the lease period and/or when this Agreement expires and/or is cancelled,
the earliest of the above, he will be considered as a trespasser in the Lessor’s property and in every part of it and as
a “recent trespasser” starting from the date of due evacuation and until it is actually evacuated. In these cases
the Lessor may, according to the law, prevent the Tenant or any of its representatives from entering the property and using it
or any part of it. In addition, the Lessor may, among other, use reasonable force, change the locks of the property,




 




    	32



    	 



    

 


disconnect and/or give orders
to disconnect electricity, water, phone lines, gas, air conditioning and any other service, and prevent the Tenant from accessing
the property, including the building.


 


c.
The Tenant hereby allows the Lessor to perform all actions detailed in sections a’ and b’ above, provided that the
Lessor acts according to this Agreement.’ The Lessor will bear no responsibility for any kind of damage accrued to the Tenant
or his representative or their property, if accrued, due to the Lessor’s actions as specified above, and the Tenant will
have no claim in connection with the Lessor’s actions as detailed, even if they caused him damage. Furthermore, the Tenant
will pay the Lessor for all costs and damages accrued to him or his representative due to the above-mentioned actions.




 


d.
The Lessor will only act by this section if the Tenant has been given 10 business days advanced notice in writing.




 


		25.	Miscellaneous



a.
All payments due by the Tenant to the Lessor according to this Agreement, will be made by the Tenant in the Lessor’s offices
or in any other Israeli address, as specified by the Lessor.




 


b.
If the Tenant is more than one person or one legal entity, or if the Lessor is a partnership, the instructions of this contract
will befall each individual member of the Tenant or the partnership, as the case may be, and their commitments according to this
contract will be joint as well as separate.




 


c.
If the Tenant has any claim towards the service firm, this will not be cause for claim by the Tenant towards the Lessor. The Tenant
may not deduct sums due according to this contract for sums due to him from the service firm. The Lessor will in no case be considered
as a guarantor for commitments made by the service firm.




 


d.
The Tenant will sign a company decision confirming his commitment to this Agreement, as specified in appendix f.




 


e.
The parties declare and confirm that this Agreement represents all that was agreed between them, and that the parties are not
bound by any promise, publication, declaration, presentation, influences and commitments, verbal or in writing, that are not included
in this contract, and that were made, if at all, before it was signed.




 


f.
The headers in this Agreement are for convenience only and do not inform of its contents or interpretation.




 


g.
The management agreement and other appendices joined to this Agreement are an inseparable part of it.




 


h.
If any party in this Agreement has paid, following written notice given 7 days ahead, a sum that was owed by the second party
by law or according to this Agreement, the owing party will reimburse the paying party the sum paid by him including interests
for delay from the date of payment and until its actual reimbursement.




 


i.
The parties choose Jerusalem as the sole jurisdiction for this Agreement.




 




    	33



    	 



    

 


j.
Any change, amendment or waver of this Agreement or any of its conditions will be done in writing and signed by the parties.




 


k.
 If the Lessor agrees to diverge from the terms of this Agreement, it will not be considered as a precedent and/or a waiver,
and will not inform any other case.




 


l.
The Tenant hereby declares that he was informed that attorney Ram Levi represents only the Lessor for this Agreement and for the
business transaction it encompasses, and that he may be represented by another attorney.




 


m.
The addresses of the parties are as stated in the introduction and any notice that has to be delivered according to this Agreement
or regarding it will be in writing and delivered, personally or by certified mail, to these addresses. If the notice was sent
by certified mail, it will be considered as delivered within 72 hours of its sending.




 


n.
It is clarified and agreed that the Tenant may not, at any time, file a warning note on his behalf due to his rights in this Agreement.




 


o.
 This Agreement summarizes and reflects all that was agreed between the parties. No presentation and/or commitment and/or
agreement and/or memorandum of understanding and/or publication and/or statement which are not included in this Agreement are
hereby cancelled. The parties declare that this Agreement is based on investigation and examination and that no party relied on
any information other than what is clearly stated in this Agreement.




 


In witness whereof,
the parties have signed this Agreement as of the date set forth herein:


 


	Atirey Yeda Ltd	 	Mobileye Sight technologies
    Ltd
	 	 	 
	 	 	/s/ Ziv Aviram
	The Lessor	 	The Tenant


 


Attorney approval


 


I undersigned, Mr. Hagai Grinspun,
attorney for the Tenant, Mobileye Vision Technologies Ltd, hereby confirm that Mr. Hagai Grinspun has signed this Agreement on
behalf of the Tenant, and that he is authorized to sign this Agreement and that his signature of this Agreement binds the Tenant
to this Agreement for all intents and purposes.


 


	/s/
    Hagai Grinspun	 
	Hagai Grinspun, attorney


 




    	34



    	 



    

 


Appendix A1


Amendments to the Agreement


 


In addition to the Agreement and all that
is stated within it, the parties hereby agree:


 


		1.	Parking places:




		a.	    The parties
                                         hereby agree that the Lessor leases to the Tenant basement floor -3 (minus three), up
                                         to its top, as marked in the enclosed drawing in appendix C of this Agreement.



 


		b.	    The Lessor
                                         agrees to allow the Tenant to lease 44 standard parking places in addition to the above,
                                         for as long as the Tenant remains in the property (in wing C). The distribution of parking
                                         places will be as follows: 22 parking places in stacked parking, which will be located
                                         in basement floor -3, and 11 parking places in other floors, at the sole discretion of
                                         the Lessor, and the Tenant agrees that they might be located in the “Back tech”
                                         building.



 


		c.	    Should
                                         the Tenant lease areas in addition to those described in this Agreement, in building
                                         B, the Lessor will allow the Tenant to lease additional parking places, according to
                                         the number of standard parking places leased by the Tenant in parking -3 according to
                                         this Agreement in wing C, as specified above (meaning, 66 standard parking places in
                                         parking -3), from the edge of the decent into basement -3 and until the entrance to basement
                                         -2, as described in the enclosed drawing in appendix C of this Agreement. It is hereby
                                         agreed that in this case only, the option detailed in section 1b above will not be valid
                                         (that is, no option to lease 44 parking places).



 


		d.	    Should
                                         the Tenant lease wing B in its entirety, then the Tenant may lease all parking places
                                         in basement floor -2, that is – in this case the Tenant will have all parking places
                                         in basement floors -2 and -3, and only these places.



 


		e.	    In spite
                                         of section 1b and d above, and with no prejudice to section c above, if the Tenant leases
                                         part of wing B, and if the Tenant holds these areas, then the Tenant may receive only
                                         22 stacked parking places in floor -3, provided that these stacked parking places were
                                         installed before the Tenant leased wing B in its entirety as specified in section d of
                                         this appendix.



 


		f.	It is hereby clarified that the
                                         operational parking places and storage rooms in the various parking floors are not part
                                         of the leased property and are not included in it, and will remain in the sole possession
                                         of the Lessor.



 


		g.	    It is hereby
                                         clarified that any additional parking place as stated in this section entails additional
                                         payment, as stated in section 10a of this Agreement.



 


		2.	Rent:




		a.	    Rent for
                                         the property in envelope state:



For the basic lease period,
the Tenant will pay the Lessor a monthly rent of $11.5 (Eleven $US and fifty cent) per square meter (gross) of leased property,


 




    	1



    	 



    

 


as specified in appendix A
of this Agreement, as well as $90 (ninety US dollar) for each parking right (following: “basic rent”).


 


		b.	For the additional period, the
                                         rent will increase by 10% (ten percent) compared to the rent at the end of the previous
                                         period (following: “the adjusted rent”). The basic rent and the adjusted
                                         rent will be referred to hereafter in short as “rent”.



 


		c.	Rent and all other payments stated
                                         in dollars in this Agreement will be translated and paid in New Israeli Shekels, according
                                         to the representative rate of the dollar at the time determined for each payment, according
                                         to this Agreement.



 


		d.	Rent due to adjustments
                                         in the property – with no prejudice to section 10 of this Agreement and
                                         its addendums, it is hereby agreed that the Tenant will submit for approval by the Lessor
                                         programs for internal adjustment of the property (following: “approved internal
                                         programs”). It is hereby agreed that the Lessor will bear the cost of 25%,
                                         and the Tenant will bear a total of 75% of the total investment in the approved internal
                                         adjustments, and in no case will the Lessor bear the cost of more than 300 US dollar
                                         per gross square meter, and thus it is hereby clarified that every sum above this sum
                                         will be paid by the Lessor. To dispel any doubts, it is hereby clarified that the Lessor
                                         will only bear the executional costs that were accrued directly in order to perform the
                                         adjustment works and to pay the contractors.



 


		e.	In addition to section 10 of
                                         the Agreement, it is hereby agreed that if after the Tenant realizes of the option to
                                         increase the term of the lease, should the market prices increase or decrease by more
                                         than 15% of the rent actually paid to the Lessor, than each party may ask the other party
                                         to update the rent, by joint request to a pre-agreed appraiser, who will determine the
                                         monthly rent due to the Lessor for the property.



 


		f.	In addition to the rent specified
                                         in section 10 of the Agreement, it is hereby agreed that for the duration of the lease
                                         period determined in the Agreement, the Tenant agrees to pay the Lessor an additional
                                         1 US dollar per month for each 100 US dollar per gross square meter investment that was
                                         actually made for adjusting the property to the Tenant’s needs, and for example
                                         an investment of $275 per square meter by the Lessor will entail payment of a total of
                                         $2.75 per square meter per month.



 


		g.	Since it is not possible to determine
                                         the final rent upon signature of this Agreement, the parties hereby agree that for the
                                         purpose of deposits and securities the monthly rent will be estimated at $75,000, excluding
                                         management fee and VAT.



 


		3.	Realization of lease extension
                                         option:





		a.	The following will be added to
                                         the end of section 10b of the Agreement: “should the market prices increase or
                                         decrease by more than 15%, than each party may ask to update the rent. The parties agree
                                         that the rent for the property will be determined by a pre-agreed appraiser, who will
                                         determine the monthly rent due to the Lessor for the property”.



 




    	2



    	 



    

 


		b.	Sub-section d will be added to
                                         section 10 of the Agreement, stating: “should the Tenant not realize the option
                                         granted to him in the Agreement, the Tenant will reimburse the Lessor a total of 36%
                                         of the total investment made by the Lessor in the property, and no less than $500,000”
                                         plus VAT.



 


		4.	Management fee:






		a.	The parties agree that the Tenant
                                         will bear the management fee for the property, according to all of the Lessor’s
                                         expenses, of any kind, made for day to day maintenance of the property, including all
                                         treatments and repairs needed, at the sole discretion of the Lessor, with an additional
                                         profit of 12.5%.



 


		b.	The Lessor will present to the
                                         Tenant, from time to time, the expenses made in relation to section 4a of this appendix.



 


		5.	Sublease:






		a.	In spite of anything stated elsewhere,
                                         the parties agree that an area of approximately 611 square meters on the first floor
                                         of the property, as described in appendix A of the Agreement, will be adjusted to the
                                         Tenant’s needs (following: “sublease”). It is hereby agreed
                                         that each party will bear the cost of a total of 50% from the cost of the required, approved
                                         adjustment works, as stated in the Agreement, but it is agreed that the Lessor will not
                                         pay more than 200 US dollars per gross square meter. The sublease will be leased to a
                                         third party for two years (24 calendar months) from the date of occupancy stated in section
                                         6a of the Agreement (following: “sublease period”).



 


		b.	The Lessor will be responsible
                                         for the sublease and the income from rent of the sublease to a third party will be given
                                         to the Lessor. For the duration of lease according to this section, the Tenant will not
                                         pay city taxes.



 


		c.	During the sublease, the Tenant
                                         will pay the Lessor a total of 2 US dollars per meter per month rent, whether the sublease
                                         has been leased to a third party or not.



 


		d.	In addition to section 5b above,
                                         and only if the sublease will remain empty, the Tenant will bear an additional cost of
                                         0.5 US dollar per square meter per month rent for the investment made by the Lessor in
                                         order to adjust the sublease.



 


		e.	Should the Tenant decide to lease
                                         the sublease before he has gained possession of the property as stated in section 6 of
                                         the agreement, than the Tenant will pay the Lessor a total of $11 US dollars for the
                                         sublease. It is hereby clarified, to dispel any doubts, that at the end of the sublease
                                         period (i.e., after two years), the Tenant will pay the Lessor for the sublease as stated
                                         in section 10 of the Agreement and defined as the basic rent in the Agreement (that is
                                         11.5 US dollars for the basic rent period), in addition as stated in section 2c, d above
                                         with regards to rent due to works performed to adjust the property to the Tenant.



 




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		f.	At the end of the two years specified
                                         in section e above, the sublease will be given to the Tenant according to the Tenant’s
                                         plan and execution, at its state at the time as is, excluding reasonable wear and tear.



 


		6.	Means of rent payment:






		a.	In spite of what is stated in
                                         section 11 of this Agreement, it is hereby agreed that upon signature of this Agreement
                                         the Tenant will pay the Lessor rent for the first quarter of the first year of leasing.
                                         Following that, the Tenant will pay the total of the last three quarters of the first
                                         year directly to the contractors performing the adjustment works, as specified in the
                                         Agreement. It is hereby agreed and clarified that the payments made to the contractors
                                         performing the adjustment works are subject to pre-approval by the Lessor before they
                                         are issued. The Lessor will give the Tenant a tax invoice for payment of rent following
                                         payment to contractors performing adjustment works.






		b.	Starting with the second year
                                         of leasing, the rent will be paid in advance for each quarter.



 


		7.	Lease starting date:






		a.	the starting date for the lease
                                         is five and a half months from transfer of the total leased property for preliminary
                                         adjustment works (no later than 15.4.2008), provided that until this date the Lessor
                                         will present the Tenant with a #4 form for the envelope and a certificate of occupancy
                                         from the Jerusalem Fire Department (following: “the certificates”
                                         and “the lease starting date” accordingly).






It is hereby clarified that
should the Tenant use the property before receiving the above-stated certificates, he will pay the monthly rent.


 


		b.	Within 60 days from the signature
                                         of this contract, the Tenant will submit for the sole approval of the Lessor plans for
                                         the adjustment works of the property (following: “adjustment work plans”).
                                         In addition, within 100 days from the signature of this contract, the Tenant will present
                                         the Lessor with an approval from the fire department for the adjustment work plans (following:
                                         “fire department approval from the Tenant”).



 


		c.	The responsibility for presenting
                                         the certificates described in section 7a of this appendix is the Lessor’s, provided
                                         that: a) the fire department approval from the Tenant will be presented to the
                                         Lessor within 100 days from the signature of this Agreement; b) the adjustment
                                         works that were granted fire department approval will be finished within 4 months from
                                         the Tenant’s gaining possession of the property. To dispel any doubts, it is hereby
                                         clarified that if the #4 form is delayed due to reasons that are unrelated to the Lessor
                                         and/or not under his responsibility, but under the Tenant’s responsibility, than
                                         the parties will consider the date when the Tenant was given notice by the Lessor with
                                         regards to his as the de facto lease starting date as stated in section 6 of the Agreement.



 


		d.	After receiving full possession
                                         of the property, the Tenant will be obliged to complete the adjustment works within only
                                         five and a half (5.5) months from receiving full possession of the property.



 




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		e.	After receiving the certificates
                                         described in section a’ above, and after performing the works described in section
                                         7d of this appendix above, the Tenant will inhabit the entire property, as one.



 


		f.	Any delay in transferring possession
                                         and/or in receiving a certificate of occupancy from the Jerusalem Fire Department and/or
                                         delay in completion of the envelope in a way that delayed occupancy of the property by
                                         the Tenant will entail compensation of one month’s rent for each month’s
                                         delay.



 


		8.	Leasing additional areas
                                         in wing B:






		a.	Should the Tenant desire to lease
                                         areas in wing B, the Lessor will lease areas in wing B such that the size of these areas
                                         will not be greater than one floor in wing B.



 


		b.	In addition, the Lessor will
                                         not lease floor 5 for a period greater than 3 years, and floor 4 for a period greater
                                         than 4 years and floors 2-3 for a period greater than 5 years, starting with the date
                                         when the Tenant was given possession of the leased property in wing C.



 


		c.	To dispel any doubts, it is hereby
                                         clarified that these sections do not diminish from the Lessor’s right to lease
                                         properties, at his sole discretion, in wing A.



 


		d.	The Lessor will have first right
                                         of refusal for any offer to lease areas in wing B only in cases where lease agreements
                                         with the Tenants in wing B have ended, at the end of the first year of lease only. It
                                         is hereby clarified that apart from this case, the Tenant will have no kind of right
                                         of refusal.



 


		e.	The parties hereby agree that
                                         the leased areas in wing B which will be leased to the Tenant, as stated in this section,
                                         will be leased AS IS and in the same leasing conditions specified in the agreement (as
                                         leased to the Tenant in wing C).



 


		f.	The Tenant will pay rent for
                                         adjustment works made by the Lessor in wing B for a total of 1 US dollars per gross square
                                         meter per month, for each 100 US dollar investment per gross square meter, provided that
                                         the cost of the adjustment works done according to this agreement will not be higher
                                         than 450 US dollar per gross square meter.



 


		g.	Should the Tenant lease floor
                                         5 from the Lessor, and in spite of anything stated elsewhere, the Tenant will pay the
                                         Lessor in cash, upon the start of the lease of this floor, a total of 25% of the investment
                                         made by the Lessor



 




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		h.	For the adjustment works performed
                                         for the Tenant who has left this apartment. The rest of the rent for the adjustment sums
                                         will be according to the section in the agreement.



 


		i.	This section does not include
                                         floor 7 in wing B .



 


		j.	Should the Tenant wish to lease
                                         areas in wing B according to this Agreement, the Lessor will present the Tenant with
                                         all relevant information, including all that is related to lease agreements and performance
                                         of adjustment works in this property.



 


		9.	Signs:



The Tenant may install only
one sign bearing the company’s “logo” in an area and according to specifications made by the Lessor. The Tenant
will comply with all legal instructions concerning installation of this sign. No other sign will be installed in wing C.


 


		10.	Glass wall:



The parties agree that the
Lessor will bear the costs for the glass partition on floor 6 which separates wing B and the main hall from the floor’s
lobby, instead of constructing a drywall partition.


 


		11.	Leased areas:



The parties agree that should
the Tenant not gain approval from a security consultant and the fire department to construct a gradual separation door in the
hall between the staircase and the FPS as stated in appendix A of the agreement (property drawings), than he may choose from the
following options:


		a.	Leasing the staircase and the
                                         FSP in floors 2-6 up to the nuclear door as sole authorized entity, with an additional
                                         rent of $6 per square meter for each square meter more than the area in the drawing.






		b.	Not including these parts in
                                         the Tenant’s sole part, and bearing the relative cost of rent according to public
                                         area principles.



 


		12.	Miscellaneous:



It is hereby clarified that
this appendix takes precedent over the Agreement, and in case of contradiction this appendix will prevail.


 


In witness whereof, the
parties have signed this as of the date set forth herein:


 


	Atirey Yeda Ltd	 	Mobileye Sight technologies
    Ltd
	 	 	 
	 	 	/s/ Ziv Aviram
	The Lessor	 	The Tenant


 




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Office lease, Hartom 13, Jerusalem (the
“Premises”)


 


By and between Atirey Yeda Ltd (“Lessor”)
and Mobileye Vision Technologies Ltd. (“Tenanat”)


 


The Unprotected Lease Agreement dated January
31, 2008 (the “Agreement”) and Annex A1 (amendment annex) were followed by addendums that were signed between the
parties, all pertaining to additional space in the Premises. The main provisions of those addendums and are summarized as follows:


 


		1.	Addendum dated July 27, 2009:



 


		a.	Tenant leased from Lessor additional
                                         20 parking lots in the Premises, for total 1,800 USD.



 


		2.	Addendum dated January 15, 2012,
                                         based on which:



 


		a.	Tenant executed his ‘right
                                         of first refusal’, though instead of leasing wing B of 5th floor, it
                                         was agreed to lease the Tenant 292 sqm (gross) on wing B of 3rd floor, starting
                                         from 22 Jan 2012, for monthly rent of $16.17 USD per sqm (gross), in addition to management
                                         and maintenance fee.



		b.	Tenant also leased 124 sqm (gross)
                                         on wing B of 5th floor, starting from Feb 5, 2012, for monthly rent $17.72
                                         USD per sqm (gross), in addition to management and maintenance fee.



		c.	In consideration of 25% out of the
                                         adjustment works costs invested by Lessor on 3rd floor, which Tenant agreed
                                         to pay to Lessor, section 8(g) of the Agreement (which determined certain payments to
                                         Lessor) was cancelled.



		d.	Expiration date of the lease period
                                         will be in accordance with the Agreement (including any extended period). Other terms
                                         of the Agreement shall apply.



 


		3.	Addendum dated October 23, 2012:



 


		a.	Tenant leased additional space, parking
                                         lots and warehouses in the Premises, the lease periods of each starting from the following
                                         dates and expiring based on the Agreement (including any extended period):



		i.	wing A of 4th floor 168
                                         sqm (gross), lease period starting from Oct 23, 2012, for monthly rent of $ 17.72 USD
                                         per sqm (gross), in addition to management and maintenance fee.



		ii.	wing B of 4th floor 137
                                         sqm (gross), lease period starting from March 1, 2013, for monthly rent of $ 17.72 USD
                                         per sqm (gross), in addition to management and maintenance fee.



		iii.	wing B of 5th floor
                                         168 sqm (gross), lease period starting from Oct 23, 2012, for monthly rent of $ 17.72
                                         USD per sqm (gross), in addition to management and maintenance fee.



		iv.	3 additional parking lots lease
                                         period starting from Oct 23, 2012 for monthly rent of 90 USD, each.



		v.	2 warehouses, each of 32 sqm (gross),
                                         on floor (-2) - starting from Oct 23, 2012 and on floor (-3) - starting from June 10,
                                         2012), for monthly rent of $ 8.8 USD per sqm (gross), in addition to management and maintenance
                                         fee.



		vi.	Other terms of the Agreement shall
                                         apply.



 




    	 



    	 



    

 


On September 9, 2013, a written notification
to Lessor sent by Tenant, Re: exercising both Tenant’s option to extent the lease term and Tenant’s ‘right of
first refusal’ pertaining to wing B of 2nd floor, starting from March 1, 2014 and ending on the “Extended Lease Term”.


 


On June 14, 2010, an Arbitration Judgment
was received, in which the Lease starting date was determined as March 1, 2009.