Exhibit
10.5


 


Addendum
No. 3 to the Lease Agreement for an Unprotected Property from November 2013


 


Held
and signed on the 11th of July 2021


 


	Between:
    	 	Ayalot
    Investment (Ramat Vered) 1994 Ltd.	 	 
	 	 	(hereinafter:
    “the landlord”)	 	 
	 	 	 	 	First
    Party;
	And:	 	EMI
    Car Wash Systems Ltd. 	 	 
	 	 	Private
    Company 514142256	 	 
	 	 	From
    27 Moshe Yatom Street, Rehovot	 	 
	 	 	(hereinafter:
    “the renter”) 	 	 
	 	 	 	 	Second
    Party;
	And:	 	SciVac
    Ltd.	 	 
	 	 	Private
    Company 513679555	 	 
	 	 	13
    Gad Road, Rehovot	 	 
	 	 	P.O.
    Box 580,7610303	 	 
	 	 	(hereinafter:
    “the sub-renter”)	 	 
	 	 	 	 	Third
    Party;


 


	Whereas	In
    November 2013, an unprotected lease Agreement was signed between the original landlord, Ayalot Investments (Ramat Vered) 1994 Ltd.
    and CN: 511693533 (Shrada Ltd.) (hereinafter together: “the original landlord”) and Green Power YE. YM. Ltd. (hereinafter:
    “the original renter”) on all its appendices (hereinafter: “the lease Agreement”) according
    to which the original renter rented an area of 536 square meters gross located on the first
    floor of the building known as Phase C and the renter also used five parking spaces (hereinafter the area and parking spaces together:
    “the Property”) in Rehovot Park (hereinafter: “the park”);
	 	 
	Whereas	The
    landlord acquired the rights in the park from the original above-mentioned landlord, and replaced it for all intents and purposes,
    it became the owner of the full rights in the park, including the Property, and it will be the only to constitute the landlord for
    all intents and purposes in the lease Agreement;
	 	 
	Whereas	On
    January 16, 2017, an addition to the lease Agreement was signed between the landlord, the original renter, and the sub-renter (hereinafter:
    “Addendum No.1”), according to which the sub-renters rented from the original renter an area of 200 square meters
    gross (hereinafter: “the territory”) from the area of the Property. 
	 	 
	Whereas	On
    June 1, 2020, an addition to the lease Agreement (hereinafter: “Addendum No. 2”) was signed between the landlord,
    the original renter, the renter, according to which all the rights and obligations of the original renter were transferred according
    to the main Agreement to the renter. 
	 	 
	 	(Hereinafter
    the lease Agreement and additions numbers 1 and 2 will be called jointly: “the main Agreement”)
	 	 
	Whereas	The
    sub-renter is still subletting the area from the renter in accordance with and subject to the provisions set forth in Addendum No.
    1;
	 	 
	Whereas	The
    landlord wishes to sublet to the sub-renter the entire Property at an area of 536 square meters gross in a sublease, and the sub-renter
    is willing to sublease the entire Property, and the landlord agrees to the sublease of the Property subject to the following in this
    addition below;


 




    	 



    	 



    




 


It
has therefore been agreed between the parties to this Addendum as follows:


 


	 	1.	The
    preamble to this addendum forms an integral part thereof.
	 	 	 
	 	2.	The
    terms appearing in this Addendum shall have the interpretation given to them in the principal Agreement.
	 	 	 
	 	3.	From
    the date of signing this Addendum by all parties to it, the renter will be entitled to sublet the Property to the sub-renter in a
    sublease, for a period that does not in any case exceed the tenancy periods set forth in the main Agreement.
	 	 	 
	 	4.	All
    provisions of Addendum No. 1 dated 1.16.2017, which apply to the sublease of the sub-renter in the territory, shall apply accordingly
    and with the obligatory changes regarding the sublease of the entire Property to the sublease to the sub-renter, insofar as these
    have not been expressly changed in this Addendum. 
	 	 	 
	 	5.	Despite
    what is stated in Addendum No. 1 dated January 16, 2017, it is clarified that the sub-renter intends to use part of the Property
    area for the purpose of establishing a production plant.
	 	 	 
	 	6.	No
    other change will apply to the other provisions of the main Agreement.


 


IN
WITNESS WHEREOF the parties have signed


 


	/s/
    Ayalot Investment (Ramat Vered) 1994 Ltd	 
	The
    landlord	 
	 	 
	/s/
    EMI Car Wash Systems Ltd	 
	The
    renter	 
	 	 
	/s/
    SciVac Ltd	 
	The
    sub-renter