As filed with the Securities and Exchange Commission on February 18, 2021.
 
Registration No. 333-             
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
------------------------------
 
Form F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
--------------------------------------
 
Meat-Tech 3D Ltd.
(Exact Name of Registrant as Specified in its Charter)
 
------------------------------
 
Not Applicable
(Translation of Registrant’s Name into English)
 
State of Israel
2000
Not Applicable
(State or other jurisdiction of
(Primary Standard Industrial  
(I.R.S. Employer Identification No.)
incorporation or organization)
Classification Code Number)
 


Meat-Tech 3D Ltd.
18 Einstein St., P.O. Box 4061
Ness Ziona 7414001 Israel
+972 -77-541-2206
 
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
 
 
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies to:
 
Brian K. Rosenzweig
Yaron Kaiser, Adv.
Gary Emmanuel, Esq.
Zvi Gabbay
Sarah C. Griffiths
Kaufman, Rabinovich, Kaiser, Raz & Co.
McDermott Will & Emery LLP
Ron Shuhatovich
Covington & Burling LLP
40 Tuval Street
340 Madison Avenue
Barnea & Co.
620 Eighth Avenue
Ramat Gan 5252247, Israel
New York, NY 10173
58 HaRakevet St.
New York, NY 10018
Tel: +972 (3) 374-2282
Tel: (212) 547-5400
Tel Aviv 6777016, Israel
Tel: (212) 841-1000


Tel: +972 (3) 640-0600

Approximate date of commencement of proposed sale to the public: As soon as practicable after effectiveness of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. ☒
 
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
 
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE
 
Title of each class of securities to be registered
 
Proposed maximum aggregate offering price(1)(2)(3)
   
Amount of
registration fee
 
 Ordinary shares, no par value, as represented by American Depositary Shares
 
$
28,750,000
   
$
3,137
 
 
(1)
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, based on an estimate of the proposed maximum aggregate offering price.
 
(2)
Includes shares granted pursuant to the underwriters’ option to purchase additional ADSs.
 
(3)
American Depositary Shares, or ADSs, issuable upon deposit of ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No.          ). Each ADS represents           ordinary share(s).
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 18, 2021

PRELIMINARY PROSPECTUS
 
           American Depositary Shares
Each Representing         Ordinary Shares

 




Meat-Tech 3D Ltd.
 
This is the initial public offering of American Depositary Shares, or ADSs, representing our ordinary shares. Each ADS represents            ordinary shares, no par value. We expect the initial public offering price will be between $             and $             per ADS.
 
Our ordinary shares are listed on the Tel Aviv Stock Exchange Ltd., or the TASE, under the symbol “MEAT.” The last reported sale price of our ordinary shares on the TASE on February 17, 2021 was NIS 4.76, or $1.46, per share (based on the exchange rate reported by the Bank of Israel on that date, which was NIS 3.257 = $1.00).
 
We have applied to list the ADSs on the Nasdaq Capital Market under the symbol “MITC.”
 
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, are eligible for reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company and a Foreign Private Issuer” for additional information.
 
Investing in the ADSs involves a high degree of risk. See “Risk Factors” beginning on page        of this prospectus for a discussion of information that should be considered in connection with an investment in the ADSs.
 
   
Per ADS
    Total  
Initial public offering price
  $
    $
 
Underwriting discounts and commissions(1)
  $
    $
 
Proceeds to us (before expenses)
  $
    $
 
 
(1)   See “Underwriting” for a description of the compensation payable to the underwriters.
 
None of the Securities and Exchange Commission, the Israel Securities Authority or any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
We have granted the underwriters an option for a period of 30 days after the date of this prospectus to purchase up to          additional ADSs at the initial public offering price, less underwriting discounts and commissions.
 
The underwriters expect to deliver the ADSs to purchasers in the ADS offering on or about          , 2021 through the book-entry facilities of The Depository Trust Company.
 
Sole Book-Running Manager
 
H.C. Wainwright & Co.
 
Prospectus dated                    , 2021.

Table of Contents
 
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F - 1


We have not, and the underwriters have not, authorized anyone to provide you with different or additional information from that contained in this prospectus, any amendment or supplement to this prospectus or in any free writing prospectus prepared by us or on our behalf. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give. Neither the delivery of this prospectus nor the sale of the ADSs means that information contained in this prospectus is correct after the date of this prospectus.
 
Until and including          , 2021, 25 days after the date of this prospectus, all dealers that buy, sell or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to unsold allotments or subscriptions.

For investors outside of the United States: Neither we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
 
We are incorporated under Israeli law and under the rules of the U.S. Securities and Exchange Commission, or the SEC, we are currently eligible for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. We will also be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors and principal shareholders will be exempt from the reporting and ‘‘short-swing’’ profit recovery provisions under Section 16 of the Exchange Act.


OUR HISTORY

We were incorporated in May 2018 in Israel as DocoMed Ltd., and in July 2019, changed our name to MeaTech Ltd., or MeaTech. In January 2020, MeaTech completed a merger with Ophectra Real Estate and Investments Ltd., or Ophectra, a company incorporated in Israel whose shares were traded on the TASE, whereupon the name of Ophectra was changed to Meat-Tech 3D Ltd., or Meat-Tech 3D. Our shares are traded on the TASE under the symbol MEAT.

Upon completion of the merger, all directors and officers of MeaTech became directors and officers of Meat-Tech 3D, in addition to some of the incumbent directors of Ophectra. For more information, see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Merger” herein. In September 2020, the name of MeaTech Ltd., now a fully-owned subsidiary of ours, was changed to Chicken Meat-Tech Ltd. In February 2021, we completed a purchase of Peace of Meat BV, or Peace of Meat, a Belgian developer of cultured avian fat, which became a fully-owned indirect subsidiary of ours, through our fully-owned subsidiary MeaTech Europe BV.

For purposes of this Registration Statement on Form F-1, “Company”, “Meat-Tech”, “we” or “our” refers to Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.) from its inception until the consummation of the merger described herein, and Meat-Tech 3D Ltd. thereafter, unless otherwise required by the context.

INDUSTRY AND MARKET DATA
 
This prospectus includes statistical, market and industry data and forecasts which we obtained from publicly available information and independent industry publications and reports that we believe to be reliable sources. These publicly available industry publications and reports generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy or completeness of the information. Although we are responsible for all of the disclosures contained in this prospectus, including such statistical, market and industry data, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. In addition, while we believe the market opportunity information included in this prospectus is generally reliable and is based on reasonable assumptions, such data involves risks and uncertainties, including those discussed under the heading “Risk Factors.”

PRESENTATION OF FINANCIAL INFORMATION
 
The term “NIS” refers to New Israeli Shekels, the lawful currency of the State of Israel, the terms “dollar” or “$” refer to U.S. dollars, the lawful currency of the United States, and the terms “Euro” or “€” refer to the Euro, the lawful currency of the euro area. Unless derived from our consolidated financial statements or otherwise indicated, U.S. dollar translations of NIS amounts presented in this prospectus are translated using the rate of NIS 3.257 to $1.00, based on the representative exchange rate reported by the Bank of Israel on February 17, 2021. We report under International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
 
On January 26, 2020, Meat-Tech 3D, (then called Ophectra), merged with MeaTech. In connection with the merger, MeaTech's shareholders transferred 100% of the MeaTech’s share capital to Meat-Tech 3D, and in return Meat-Tech 3D allotted such shareholders 60% of its issued and paid-up share capital. In addition, MeaTech's shareholders were allotted warrants exercisable for up to 8% of the share capital of Meat-Tech 3D at no exercise price, in accordance with the terms of exercise and subject to compliance with agreed development milestones. At the closing of the merger, MeaTech directors and officers were appointed to equivalent positions in Meat-Tech 3D.
 
Although Meat-Tech 3D is the legal acquirer of MeaTech’s shares as described above, because (i) the shareholders of MeaTech received the majority of the voting rights in Meat-Tech 3D and the ability to determine its financial and operational policy, (ii) the management of MeaTech continues to serve as the management of Meat-Tech 3D and (iii) at the time of completion of the merger, Meat-Tech 3D was a company without significant business operations, the merger is not considered a business acquisition as defined in IFRS 3. As a result, it was determined that MeaTech is the acquirer of the business for accounting purposes and the transaction was treated as a reverse acquisition that does not constitute a business combination.

2
 
Therefore, our consolidated financial statements and financial data included herein for all periods through and including December 31, 2019 were adjusted retroactively to reflect the financial statements of MeaTech (now called Chicken Meat-Tech Ltd.), other than the information concerning earnings per share, which is presented according to the equity information of Meat-Tech 3D (then called Ophectra), and our consolidated financial statements and financial data included herein from January 1, 2020 onward relate to Meat-Tech 3D.
 
Certain figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
 
TRADEMARKS AND TRADENAMES
 
We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ® and ™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names.
 
3
 
PROSPECTUS SUMMARY
 
This summary does not contain all of the information you should consider before investing in the ADSs. You should read this summary together with the more detailed information appearing in this prospectus, including “Risk Factors,” “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and our consolidated financial statements and the related notes included at the end of this prospectus, before making an investment in the ADSs. All references to “Meat-Tech,” “we,” “us,” “our,” the “Company” and similar designations refer to Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.) from its inception until the consummation of the merger described in “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Merger,” and Meat-Tech 3D Ltd. together with its consolidated subsidiaries thereafter, unless otherwise required by the context.

Our Company

We are a technology company focused on developing and out-licensing our proprietary three-dimensional printing technology, biotechnology processes and customizable manufacturing processes to food processing and food retail companies seeking to manufacture proteins without the need for animal slaughter. We are developing a novel, proprietary three-dimensional bioprinter to deposit layers of differentiated stem cells, scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat. We believe the cultured meat production processes we are developing, which are designed to offer our eventual customers an alternative to industrial slaughter, have the potential to improve the quality of the environment, shorten global food supply chains, and reduce the likelihood of health hazards such as zoonotic diseases transferred from animals to humans (including viruses, such as virulent avian influenza and COVID-19, and drug-resistant bacterial pathogens, such as some strains of salmonella).

We are initially focused on developing cultured meat steak technology.  While cultured meat companies have made some progress developing unstructured alternative meat products, such as minced meat and sausage, to date the industry has struggled in developing high-margin, high-value structured and cultured meat products such as steak. Unlike minced meat, a cultured meat steak product has to grow in fibers and contain connective tissues and fat. To be adopted by diners, we believe cultured steaks will need to be meticulously engineered to look and smell like conventional meat, both before and after cooking, and to taste and feel like meat to the diner. This is the test on which we have set our sights – a three-dimensional, printed steak based on animal cells, rather than plant-based alternatives. We believe we are the first company to be developing both a proprietary bioprinter and the related processes for growing cultured meat to focus on what we believe is a high value sector of the alternative protein market. In the third quarter of 2020, we announced that we had achieved a significant milestone with the successful printing of a uniform, thin, slaughter-free meat tissue produced from stem cells.

We intend to license our proprietary production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as technology implementation, training, and engineering support, both directly and through contractors, to food processing and food retail companies.  We intend to charge our customers a production license fee, based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells. We intend to charge a fee for such restocking, employing a cost-plus pricing model.  In addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of our production processes, ‘white-labelled’ generic materials, or proprietary materials that we have developed, we may charge a fee for restocking such materials with a cost-plus pricing model, however we have not yet reached the stage where it would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide paid product implementation and guidance services to our customers looking to establish cultured meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with novel challenges and, as a result, will require our expertise to set up and implement the licensed technology and processes.
 


4

 

We are led by our Chief Executive Officer, Sharon Fima, who previously founded and served as Chief Technology Officer of Nano Dimension Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards, working on proprietary conductive nano-silver inks along with novel insulating and substrate inks.  We have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from fields as diverse as tissue engineering, industrial stem cell growth, and printer and print materials development.  We are further guided by world-renowned consultants, including Professor Tal Dvir, Ph.D., Professor Shlomo Magdassi, Ph.D. and Professor Peter Frankenberg, Ph.D. Professor Dvir is the Head of the Laboratory for Tissue Engineering and Regenerative Medicine in Tel Aviv University. He is affiliated with the Department of Biotechnology and the Department of Materials Science and Engineering. Prof. Dvir is the Director of Tel Aviv University’s Center for Nanoscience and Nanotechnology and the Founding Director of the University's Center for Regenerative Biotechnology. Professor Magdassi is a professor of chemistry at the Casali Center for Applied Chemistry, the Institute of Chemistry and the Center for Nanoscience and Nanotechnology at the Hebrew University of Jerusalem, Israel. He is the head of the Center for 3D and Functional Printing at the Hebrew University, where he holds the Enrique Berman Chair in Solar Energy. Prof. Frankenberg was the Minister of Research and Higher Education in the German state of Baden-Württemberg, whose articles have been published in over 100 scientific journals. Among his numerous public positions, he was a member of the Mannheim Deutsche Bank advisory board, Vice President of the Higher Education Committee of the State of Saxony, and Chairman, Professor and Rector of Mannheim University.

We have experienced net losses in every period since the inception of MeaTech. We anticipate that we will continue to incur significant losses for the foreseeable future as our operating expenses and capital expenditures increase substantially due to our continued investment in our research and development activities and as we hire additional employees over the coming years. Even if this offering is successful, we will require substantial additional funds to complete our research and development activities.
 
Corporate Information
 
We were incorporated in May 2018 in Israel as DocoMed Ltd., and in September 2019, changed our name to MeaTech Ltd., or MeaTech. In January 2020, MeaTech completed a merger, or the Merger, by way of an exchange of shares between MeaTech’s shareholders and Ophectra Real Estate and Investments Ltd., or Ophectra, a company incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983 that became a public company on August 29, 1994 when its shares were listed for trade on the Tel Aviv Stock Exchange.  Under a merger agreement between MeaTech and Ophectra, Ophectra allotted to MeaTech’s shareholders 30,525,506 ordinary shares of Ophectra, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Merger was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of Ophectra. Upon completion of the Merger, MeaTech became a wholly-owned subsidiary of Ophectra, the name of Ophectra was changed to Meat-Tech 3D Ltd. and all directors and officers of MeaTech became directors and officers of Meat-Tech 3D Ltd., in addition to some of the incumbent directors of Ophectra.
 
Our principal executive office is located at 18 Einstein St., Ness Ziona 7414001 Israel and our phone number is +972-77-541-2206. We maintain a corporate website at www.meatech3d.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
 
Recent Developments
 
Acquisition of Peace of Meat BV
 
On February 10, 2021, we consummated an agreement with all of the shareholders of Peace of Meat BV, a private limited liability company incorporated, organized and existing under the Laws of Belgium, or Peace of Meat, to acquire all of the outstanding share capital of Peace of Meat not yet owned by us for total consideration of up to €15.4 million ($17.2 million). The total consideration payable by us in the acquisition consists of €7.7 million ($8.6 million), comprised of €4.1 million ($4.6 million) in cash paid to Peace of Meat shareholders and in legal and finder’s fees, and 4,070,766 of our ordinary shares, with a fair value of €3.6 million ($4.0 million), payable on the closing date, or the Closing Consideration, and up to an additional €7.5 million ($8.3 million) payable in a combination of €3.9 million ($4.4 million) in cash and 4,070,766 of our ordinary shares in the amount of €3.6 million ($3.9 million) with a fair value of €2.4 million ($2.7 million), upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. The agreement also includes acceleration events, such as breach of the acquisition agreement by us; certain merger, consolidation or acquisition transactions involving us; our delisting; and the termination of employment of two or more of the founders of Peace of Meat during the milestone period under circumstances set forth in the acquisition agreement.



5
 
Peace of Meat was established in Belgium in 2019 and is developing cultured avian fat directly from animal cells without the need to grow or kill animals. We believe that its innovative technology has the potential to support an industrial process for the production of cultured avian fat. Peace of Meat has entered into a number of scientific and commercial collaborations, is in the process of positioning itself as a future B2B provider with the potential to cover the entire value chain and to accelerate research and production processes in the industry, and has conducted taste tests for hybrid products it has developed.

COVID-19 Pandemic
 
The novel coronavirus disease, or COVID-19, pandemic has negatively impacted the global economy and disrupted financial markets. The global spread and unprecedented impact of COVID-19 continues to create significant volatility, uncertainty and economic disruption. Many countries around the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business.  To date, the impact of the pandemic on our operations has been mainly limited to a temporary closure of our facility in 2020, in the context of a government-mandated general lockdown, which temporary delayed certain of our development activities. We have implemented remote working and workplace protocols for our employees in accordance with government requirements. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and severity of the pandemic and the impacts of reopening, including possible additional waves, which are uncertain and cannot be predicted. At this point in time, we cannot reasonably estimate the full extent of the COVID-19 pandemic’s impact on our business, financial condition, results of operations and cash flow.

Planned Change of Corporate Name

On February 11, 2021, a general meeting of our shareholders approved the change of our name to MeaTech Ltd. or any similar name that the Israeli Companies Registrar and our board of directors approve. We expect the name change to take effect prior to the completion of this offering.

Summary of Risks Associated with our Business

Our business is subject to a number of risks of which you should be aware before a decision to invest in the ADSs. You should carefully consider all the information set forth in this prospectus and, in particular, should evaluate the specific factors set forth in the sections titled “Risk Factors” before deciding whether to invest in the ADSs. Among these important risks are, but not limited to, the following:
 

•
We have experienced net losses in every period since the inception of MeaTech and we expect to continue incurring significant losses for the foreseeable future and may never become profitable;
 

•
We have a limited operating history to date and our prospects will be dependent on our ability to meet a number of challenges;
 

•
Our business and market potential are unproven, and we have limited insight into trends that may emerge and affect our business;
 

•
We are wholly dependent on the success of our cultured meat manufacturing technologies, including our cultured steak technologies, and we have limited data on the performance of our technologies to date;
 

•
The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process;
 
 
6
 
 

•
Business or economic disruptions or global health concerns, including the novel coronavirus disease, or COVID-19, pandemic, may have an adverse impact on our business and results of operations;
 

•
We may not be able to compete successfully in our highly competitive market;
 

•
We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology;
 

•
Consumer preferences for alternative proteins in general, and more specifically cultured meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected;
 

•
We have no manufacturing experience or resources and we expect we will incur significant costs to develop this expertise or need to rely on third parties for manufacturing;
 

•
We expect that a small number of customers will account for a significant portion of our revenues, and the loss of one or more of these customers could adversely affect our financial condition and results of operations;
 

•
We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations;
 

•
Regulatory authorities may impose new regulations on manufacturers of alternative proteins;
 

•
Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the U.S. Department of Agriculture, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition;
 

•
If we are unable to obtain and maintain effective intellectual property rights for our technologies, we may not be able to compete effectively in our markets;
 

•
If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations;
 

•
If we encounter delays or challenges, such as operational challenges inherent in managing a foreign business, we may not fully realize the anticipated benefits of the acquisition of Peace of Meat; and
 

•
Other risks and uncertainties, including those listed in the section titled “Risk Factors.”
 
Implications of Being an Emerging Growth Company and a Foreign Private Issuer
 
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
 

•
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
 

•
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation;
 

•
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
 

•
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Emerging Growth Company Status.”
 


7

 
We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; (iii) the date on which we are deemed to be a large accelerated filer under the rules of the SEC; or (iv) the last day of the fiscal year following the fifth anniversary of this offering. We may choose to take advantage of some but not all of these exemptions.
 
In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.
 
We are also considered a “foreign private issuer.” Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to United States, or U.S., domestic public companies, including:
 

•
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations with respect to a security registered under the Exchange Act;
 

•
the requirement to comply with Regulation FD, which restricts selective disclosure of material information;
 

•
the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and
 

•
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K upon the occurrence of specified significant events.
 
We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
 
Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company, but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither an emerging growth company nor a foreign private issuer. As a result, we do not know if some investors will find the ADSs less attractive, which may result in a less active trading market for the ADSs or more volatility in the price of the ADSs.
 

8
 
THE OFFERING

ADSs we are offering
         ADSs (or         ADSs if the underwriters exercise their option to purchase additional ADSs in full), representing          ordinary shares.

Ordinary shares to be outstanding after this offering
        ordinary shares, including ordinary shares represented by       outstanding ADSs (or         ordinary shares if the underwriters exercise their option to purchase additional ADSs in full).
 
The ADSs
Each ADS represents         of our ordinary shares, no par value.
The depositary will hold ordinary shares underlying the ADSs. You will have rights as provided in the deposit agreement among us, the depositary and holders and beneficial owners of ADSs from time to time.
To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.
 
Option to purchase additional
ADSs
We have granted the underwriters an option to purchase up to        additional ADSs from us within 30 days of the date of this prospectus at the public offering price, less the underwriting discounts and commissions.
 
Use of proceeds
We estimate that we will receive net proceeds from this offering of approximately $        , or approximately $         if the underwriters exercise their option to purchase additional ADSs in full, from the sale by us of ADSs in this offering, based on an assumed initial public offering price of $        per ADS, which represents the mid-point of the range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from this offering to advance our program to develop commercial technologies to manufacture alternative foods, including potential acquisitions of other companies whose technologies are complementary or synergistic to our own, and for general corporate purposes, including working capital requirements. See “Use of Proceeds” for more information.
 
Risk factors
See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the ADSs.
 
Depositary
The Bank of New York Mellon
 
Proposed Nasdaq Capital Market symbol
 
“MITC”
Tel Aviv Stock Exchange symbol
“MEAT”
 


9
 

 




The number of ordinary shares to be outstanding after this offering is based on 84,201,030 ordinary shares outstanding as of February 17, 2021. The number of ordinary shares referred to above to be outstanding after this offering and, unless otherwise indicated, the other information in this prospectus, excludes:
 

•
8,327,747 ordinary shares issuable upon exercise of options outstanding as of February 17, 2021 at a weighted average exercise price of $0.91 per share;
 

•
26,089,573 ordinary shares issuable upon exercise of investor warrants outstanding as of February 17, 2021 at a weighted average exercise price of $1.24 per share;
 

•
1,294,293 ordinary shares issuable upon the vesting of restricted share units, or RSUs, outstanding as of February 17, 2021, in return for which recipients are required to pay a weighted average of $0.09 per share;
 

•
6,359,480 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of February 17, 2021 with no exercise price;
 

•
5,445,764 ordinary shares issuable upon exercise of rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $0.23 per share; and
 

•
1,925,000 ordinary shares issuable upon exercise of warrants underlying rights to investors that had been granted and remained outstanding as of February 17, 2021 at a weighted average exercise price of $1.21 per share.

Unless otherwise indicated, all information contained in this prospectus assumes or gives effect to:
 

•
an initial public offering price of $        per ADS, which represents the midpoint of the range set forth on the cover page of this prospectus;
 

•
no exercise of the outstanding options described above;
 

•
no issuance of ordinary shares upon vesting of the RSUs described above;
 

•
no exercise of rights upon vesting of the share rights described above;
 

•
no exercise of the warrants to purchase ordinary shares described above; and
 

•
no exercise by the underwriters of their option to purchase up to     additional       ADSs from us.
 

10

 
SUMMARY CONSOLIDATED FINANCIAL DATA
 
The tables below set forth the following summary consolidated financial data:
 
• Our summary consolidated statements of comprehensive loss for the eight-month period from the inception of MeaTech ended December 31, 2018 and the year ended December 31, 2019 and our summary consolidated statement of financial position as of December 31, 2019, which have been derived from our audited financial statements included elsewhere in this prospectus.
 
• Our summary consolidated statements of comprehensive loss for the six-month periods ended June 30, 2020 and 2019 and our summary condensed consolidated statement of financial position as of June 30, 2020, which have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus.
 
• Summary statement of comprehensive loss of Peace of Meat for the six-month period from its inception ended February 29, 2020, which has been derived from Peace of Meat’s audited financial statements included elsewhere in this prospectus.
 
• Summary statement of comprehensive loss of Peace of Meat for the six months ended August 31, 2020 and a summary consolidated statement of financial position of Peace of Meat as of August 31, 2020, which have been derived from Peace of Meat’s unaudited interim financial statements included elsewhere in this prospectus.
 
You should read the following summary consolidated financial data in conjunction with “Selected Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
 
The unaudited consolidated interim financial statements were prepared on a basis consistent with the audited consolidated financial statements and include, in the opinion of each company’s management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial information set forth in those statements. Historical results are not necessarily indicative of the results that may be expected in the future. Our financial statements, and those of Peace of Meat, have been prepared in accordance with IFRS, as issued by the IASB, which differ in certain significant respects from U.S. GAAP.
 
Although our functional currency is the NIS, we report our financial results in U.S. dollars. Peace of Meat reports its financial results in its functional currency of Euros.
 
Our summary consolidated financial statements are derived from the financial statements of Meat-Tech 3D. Although legally Meat-Tech 3D is the acquirer of all of the outstanding shares of MeaTech, pursuant to the Merger described elsewhere in this prospectus, the shareholders of MeaTech received the majority of the voting rights in Meat-Tech 3D and the ability to determine its financial and operational policy; the management of MeaTech continues to serve as the management of Meat-Tech 3D; and at the time of completing the Merger, Meat-Tech 3D (then Ophectra) was a company without significant business operations. The Merger therefore did not constitute a business acquisition as defined in IFRS 3, but it was determined that MeaTech is the acquirer of the business for accounting purposes. Therefore, the Merger was treated as a reverse acquisition that does not constitute a business combination. Accordingly, the consolidated financial statements and financial data included herein for all periods through and including December 31, 2019 were adjusted retroactively to reflect the financial statements of MeaTech (now called Chicken Meat-Tech Ltd.), other than information concerning earnings per share, which is presented according to the equity information of Meat-Tech 3D (then called Ophectra), and our consolidated financial statements and financial data included herein from January 1, 2020 onward relate to Meat-Tech 3D.
 

11

 
Summary Consolidated Financial Data of Meat-Tech 3D


 
Six Months Ended June 30,
   
Year Ended
December 31,
   
Eight-Month Period Ended December 31,
 

 
2020
   
2019
   
2019
   
2018
 
Consolidated Statement of Income:
 
(USD, in thousands, except per share data)
 
Revenues          
 
$
-
   
$
-
   
$
-
   
$
51
 
 Operating expenses:
                               
Research and development expenses
   
850
     
14
     
166
     
-
 
General and administrative expenses          
   
2,006
     
38
     
256
     
53
 
Public listing expenses
   
10,164
     
-
     
-
     
-
 
Operating loss
   
13,020
     
52
     
422
     
2
 
Financing expense (income), net
   
(56
)
   
-
     
1
     
-
 
Net loss
 
$
12,964
   
$
52
   
$
423
   
$
2
 
Net loss per ordinary share, basic and diluted(1)
 
$
0.262
   
$
0.003
   
$
0.022
   
$
0
 
Weighted average number of ordinary shares outstanding, basic and diluted
   
49,476,813
     
14,919,810
     
19,484,478
      14,919,810  
 

(1)
Net loss per share for periods prior to the closing date of the Merger were calculated by dividing the weighted average of Meat-Tech 3D’s ordinary shares that were outstanding during the corresponding periods, into the loss or earnings of MeaTech in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of Meat-Tech 3D were issued in return for ordinary shares of MeaTech. Subsequent to the Merger date, the weighted average of the ordinary shares used in calculating the net loss per share is that of Meat-Tech 3D.
 

 
As of June 30, 2020
 

 
Actual
   
Pro Forma(1)
   
Pro Forma As Adjusted (2)(3)
 
Consolidated Statements of Financial Position Data:
 
(USD, in thousands)
       
Cash and cash equivalents
 
$
5,201
   
$
13,026
     
 
Total assets
   
7,064
     
24,741
     
 
Total liabilities
   
608
      2,222      
 
Total shareholders’ equity
 
$
6,456
   
$
22,468
     
 


(1)
The pro forma consolidated statements of financial position data give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat in return for net cash consideration (i.e., closing cash consideration paid to Peace of Meat shareholders and in legal and finder’s fees, less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million).
 

(2)
The pro forma as adjusted consolidated statements of financial position data give effect to the issuance and sale ofADSs by us in this offering at the assumed initial public offering price of $per ADS, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
 

(3) A $1.00 increase (decrease) in the assumed initial public offering price of $          per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $ , assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of              in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted cash and cash equivalents, total shareholders’ equity and total capitalization by approximately $ , assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price, the actual number of ADSs offered by us, and other terms of the offering determined at pricing.
 
 
12

Preliminary Cash Estimate

We estimate that we had cash and cash equivalents of approximately $13.6 million as of December 31, 2020. Our actual consolidated financial results as of and for the year ended December 31, 2020 are not yet available. Our financial closing procedures for the year ended December 31, 2020 are not yet complete and, as a result, our final results upon completion of those procedures may differ materially from our preliminary estimates. The preliminary consolidated financial data presented above as of December 31, 2020 is not a comprehensive statement of our financial position or operating results, reflects our preliminary and unaudited estimates based on information available as of the date of this prospectus, and is subject to change. As such changes may be material, you should not place undue reliance upon these preliminary estimates.
 
Summary Financial Data of Peace of Meat BV


 
Six Months Ended August 31, 2020
   
Period Ended
February 29, 2020
 
Statement of Loss:
 
(EUR in thousands, except per share data)
 
 Operating expenses:
           
Research and development expenses
   
548
     
138
 
Selling, general and administrative expenses
   
174
     
163
 
Operating loss
   
722
     
301
 
Financing expense (income), net
   
138
     
215
 
Net loss
   
860
     
516
 


 
As of August 31, 2020
 
Statement of Financial Position Data:
 
(EUR in thousands)
 
Cash and cash equivalents
   
312
 
Total assets
   
550
 
Total liabilities
   
1,395
 
Total shareholders’ equity
   
(845
)



13

Risk Factors
 
Investment in the ADSs involves a high degree of risk. You should carefully consider the risks described below and all other information contained in this prospectus, including our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” before you decide to purchase the ADSs. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely impacted. In that event, the trading price of the ADSs would likely decline and you might lose all or part of your investment.
 
RISKS RELATED TO OUR FINANCIAL CONDITION AND LIQUIDITY REQUIREMENTS
 
We expect to continue incurring significant losses for the foreseeable future and may never become profitable.
 
We have experienced net losses in every period since the inception of MeaTech. We anticipate that we will continue to incur significant losses for the foreseeable future as our operating expenses and capital expenditures increase substantially due to our continued investment in our research and development activities and as we hire additional employees over the coming years. These activities may prove more expensive than we anticipate. We incur significant expenses in developing our technologies. Accordingly, we may not be able to achieve or sustain profitability, and we expect to incur significant losses for the foreseeable future.
 
Our predecessor entity, MeaTech Ltd., commenced cultured meat development operations in September 2019, and we continue to be in the early stages of development of our technologies. As a result, we have not generated any revenues since inception of our cultured meat operations, and we do not expect to generate any revenue from operations in the near term. We may not be able to develop the technology for manufacturing cultured meat at all, or meet the additional technological challenges to scaling such technology up to an industrial scale from our research and development efforts or successfully market and license our technologies, once approved. In addition, there is no certainty that there will be sufficient demand to justify the production and marketing of cultured meat products. The market for alternative proteins in general, and cultured meats specifically, may be small or may not develop.
 
If cultured meats produced using our industrial-scale cultured meat manufacturing processes do not gain wide market acceptance, we will not be able to achieve our anticipated growth, revenues or profitability and we may not be able to continue our business operations.
 
Even if this offering is successful, we will require substantial additional funds to complete our research and development activities and, if additional funds are not available on acceptable terms or at all, we may need to significantly scale back or cease our operations.
 
A significant portion of our research and development activities has been financed by the issuance of equity securities. We believe that we will continue to expend substantial resources for the foreseeable future as we work to develop our technologies. These expenditures are expected to include costs associated with research and development, and manufacturing and supply, as well as general operating expenses. In addition, other unanticipated costs may arise.
 
There is no certainty that we will be able to obtain funding for our research and development activities when we need it, on acceptable terms or at all. A lack of adequate funding may force us to reduce or cease all or part of our research and development activities and business operations. Our operating plan may change because of factors currently unknown to us, and we may need to seek additional funds sooner than planned, through public or private equity or debt financings or other sources, such as strategic collaborations. Such financing may result in dilution to shareholders, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

14
 
Our future capital requirements depend on many factors, including:
 
•
Our progress with current research and development activities;
•
the number and characteristics of any products or manufacturing processes we develop or acquire;
 
•
the expenses associated with our marketing initiatives;
 
•
the timing, receipt and amount of milestone, royalty and other payments from future customers and collaborators, if any;
 
•
the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;
 
•
any lawsuits related to our products or commenced against us;
 
•
the expenses needed to attract, hire and retain skilled personnel;
 
•
the costs associated with being a public company in both Israel and the United States; and
 
•
the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation.
 
If our estimates and predictions relating to any of these factors are incorrect, we may need to modify our operating plan. Additional funds may not be available to us when needed on acceptable terms, or at all. If adequate funds are not available to us on a timely basis, we may be required to delay, limit, reduce or terminate our manufacturing, research and development activities or other activities that may be necessary to generate revenue and achieve profitability.
 
Raising additional capital may cause dilution to our existing shareholders, restrict our operations or require us to relinquish rights to our technologies.
 
Until such time, if ever, as we can generate substantial product revenues, we expect to finance our cash needs through equity offerings, debt financings, government contracts, government and/or other third-party grants or other third-party funding, marketing and distribution arrangements and other collaborations, strategic alliances and licensing arrangements. We will require substantial funding to fund our anticipated commercialization efforts and fund our operating expenses and other activities. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain funding on a timely basis, we may be required to significantly curtail our research or development program, or a part thereof, which would adversely impact our potential revenues, results of operations and financial condition.
 
15

RISKS RELATED TO OUR BUSINESS AND STRATEGY
 
We have a limited operating history to date and our prospects will be dependent on our ability to meet a number of challenges.
 
              Our business prospects are difficult to predict due to a lack of operational history, and our success will be dependent on our ability to meet a number of challenges. Because we have a limited operating history and we are in the early stages of development, you may not be able to evaluate our future prospects accurately. Our prospects will be primarily dependent on our ability to successfully develop industrial-scale cultured meat manufacturing technologies and processes, and market these to our customers. If we are not able to successfully meet these challenges, our prospects, business, financial condition and results of operations could be adversely impacted.
 
We are wholly dependent on the success of our cultured meat manufacturing technologies, including our cultured steak technologies, and we have limited data on the performance of our technologies to date.
 
We do not currently have any products or technologies approved for sale and we are still in the early stages of development. To date, we have limited data on the ability of our technologies to successfully manufacture cultured meat, towards which we have devoted substantial resources to date. We may not be successful in developing our technologies in a manner sufficient to support our expected scale-ups and future growth, or at all.  We expect that a substantial portion of our efforts and expenditures over the next few years will be devoted to the development of technologies designed to enable us to market industrial-scale cultured meat manufacturing processes.  We cannot guarantee that we will be successful in developing these technologies on the timeline we expect or at all. If we are able to successfully develop our cultured meat technologies, we cannot ensure that we will obtain regulatory approval or that, following approval, upon commercialization our technologies will achieve market acceptance.  Any such delay or failure would materially and adversely affect our financial condition, results of operations and prospects.
 
The research and development associated with technologies for cultured meat manufacturing, including three-dimensional meat production, is a lengthy and complex process.
 
We are focused on developing commercial technologies that companies can license to manufacture alternative foods without the need for animal butchery, based on rapid growing cycles. To develop our cultured meat steak technology, we are developing cellular agriculture technology, such as cell lines and approaches to working with plant-based cell-growth media in a scalable process. We are currently aiming to have printed 100 grams of edible, cultured meat tissue, consisting of cells bred in our laboratory and developed into a tissue using our three-dimensional printing technology, by the end of 2021, following which we would plan to scale up the printing process to provide us with industrial-scale capabilities. If we are unable to successfully develop our cultured meat manufacturing technologies, we may not be able to achieve our anticipated growth, revenues or profitability and we may not be able to continue our business operations.

16
 
We intend to engage in future acquisitions, joint ventures or collaborations, similar to our acquisition of Peace of Meat, which may increase our capital requirements, dilute our shareholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks. We may not realize the benefits of these acquisitions, joint ventures or collaborations.
 
We may evaluate various acquisitions and collaborations, including licensing or acquiring complementary technologies, intellectual property rights, or businesses. Any potential acquisition, joint venture or collaboration, including our acquisition of Peace of Meat, will entail numerous potential risks, including:
 
•
increased operating expenses and cash requirements;
 
•
the assumption of additional indebtedness or contingent liabilities;
 
•
assimilation of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new personnel;
 
•
the diversion of our management’s attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition;
 
•
retention of key employees, the loss of key personnel, and uncertainties in our ability to maintain key business relationships;
 
•
risks and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing technologies; and
 
•
our inability to generate revenue from acquired technologies or products sufficient to meet our objectives in undertaking the acquisition or even to offset the associated acquisition and maintenance costs.
 
In addition, if we undertake acquisitions, we may utilize our cash, issue dilutive securities, assume or incur debt obligations, incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.
 
Moreover, we may not be able to locate suitable acquisition or collaboration opportunities and this inability could impair our ability to grow or obtain access to technologies that may be important to the development of our business.
 
We may not be able to successfully manage our planned growth.
 
We expect to continue to make investments in our cultured meat manufacturing technologies. We expect that our annual operating expenses will continue to increase as we invest in further research and development activities and, ultimately, sales and marketing efforts and customer service and support resources for future customers. Our failure to expand operational and financial systems in a timely or efficient manner could result in operating inefficiencies, which could increase our costs and expenses more than we had planned and prevent us from successfully executing our business plan. We may not be able to offset the costs of operation expansion by leveraging the economies of scale from our growth in negotiations with our suppliers and contract manufacturers. Additionally, if we increase our operating expenses in anticipation of the growth of our business and this growth does not meet our expectations, our financial results will be negatively impacted.

17
 
If our business grows, we will have to manage additional product design projects, materials procurement processes, and sales efforts and marketing for an increasing number of products, as well as expand the number and scope of our relationships with suppliers, distributors and end customers. If we fail to manage these additional responsibilities and relationships successfully, we may incur significant costs, which may negatively impact our operating results. Additionally, in our efforts to be first to market with new products with innovative functionality and features, we may devote significant research and development resources to products and product features for which a market does not develop quickly, or at all. If we are not able to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer.
 
As our future development and commercialization plans and strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and legal personnel. Our management may need to divert a disproportionate amount of its attention away from our day-to-day activities and devote a substantial amount of time to managing these growth activities. We may not be able to effectively manage the expansion of our operations, which may result in weaknesses in our infrastructure, operational mistakes, loss of business opportunities, failure to deliver and timely deliver our products to customers, loss of employees and reduced productivity among remaining employees. Our expected growth could require significant capital expenditures and may divert financial resources from other projects, such as the development of additional new products. If our management is unable to manage our growth effectively, our expenses may increase more than expected, our ability to generate and/or grow revenue could be reduced, and we may not be able to implement our business strategy.
 
If the market does not grow as we expect, our revenues may stagnate or decline.
 
The marketplace for alternative protein manufacturing plants, which we expect to be our primary market, is dominated by methods that do not involve three-dimensional printing technology. If the market does not broadly accept three-dimensional printing of cultured meats as an alternative for conventional meat harvesting, or if it adopts three-dimensional printing based on a technology other than our proprietary bio-ink technology, we may not be able to achieve a sustainable level of revenues, and our results of operations would be adversely affected as a result. Additionally, cultivated meat is significantly more expensive than conventional meat, typically by a factor of at least ten. If the price of cultivated meat remains high, this may limit the consumer demand for, and market acceptance of, products manufactured using our technologies, and we may never be able to compete successfully or generate sufficient revenue or sustained profitability.
 
Business or economic disruptions or global health concerns, including the novel coronavirus disease, or COVID-19, pandemic, may have an adverse impact on our business and results of operations.
 
The COVID-19 pandemic has negatively impacted the global economy, disrupted consumer spending and global supply chains, and created significant volatility and disruption of financial markets. Many countries around the world, including in Israel, have significant governmental measures being implemented to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. To date, the impact of the pandemic on our operations has been mainly limited to a temporary closure of our facility earlier in the year, in the context of a government-mandated general lockdown, which temporary delayed certain of our development activities. We have implemented remote working and workplace protocols for our employees in accordance with government requirements. The extent of the impact of the COVID-19 pandemic on our business and financial performance, including our ability to execute our near-term and long-term business strategies and initiatives in the expected time frame, will depend on future developments, including the duration and severity of the pandemic and the impacts of reopening, including possible additional waves, which are uncertain and cannot be predicted.

The COVID-19 pandemic has the potential to significantly impact our supply chain if the factories that manufacture our supplies or the operations of other service providers are disrupted, temporarily closed or experience worker shortages. We may also see disruptions or delays in shipments and increased prices of the supplies on which we rely for our operations.
 
As a result of the COVID-19 pandemic, including related governmental guidance or requirements, we may need to close our facilities, at least temporarily, or implement more restrictive policies to comply with social distancing rules and other requirements. As much of our research and development work requires on-site performance, such steps may negatively impact productivity and cause other disruptions to our business.
 
The full extent of the COVID-19 pandemic’s impact on our business and results of operations depends on future developments that are uncertain and unpredictable, including the duration and spread of the pandemic, its lasting impact on capital and financial markets, including any economic recession, and any new information that may emerge concerning the severity of the virus, its spread to other regions as well as the actions taken to contain it, among others. At this point in time, we cannot reasonably estimate the full extent of the COVID-19 pandemic’s impact on our business, financial condition, results of operations and cash flow.
 
18

RISKS RELATED TO OUR ACQUISITION OF PEACE OF MEAT
 
We may not fully realize the anticipated benefits of the acquisition or realize such benefits within the timing anticipated.
 
We acquired Peace of Meat because we believe that the acquisition will be beneficial to us and to our shareholders. However, we may not be able to achieve the anticipated long-term strategic benefits of the acquisition within the timing anticipated or at all. For example, the benefits from the acquisition will be partially offset by the significant costs incurred in completing the transaction. Any delays and challenges that may be encountered in the post-acquisition process of consolidation could have an adverse effect on our business and results of operations, and may affect the value of the ADSs and our ordinary shares after the completion of the acquisition.
 
We may have failed to discover undisclosed liabilities of Peace of Meat.
 
Our investigations and due diligence review of Peace of Meat may have failed to discover undisclosed liabilities of Peace of Meat. Such undisclosed liabilities may affect the results of operations of Peace of Meat, and as a result, could have an adverse effect our business and results of operations and may adversely affect the value of the ADSs and ordinary shares.
 
We may have operational challenges in managing Peace of Meat’s business and staff following the acquisition.
 
Acquisitions inherently have risks including misjudging key elements of an acquisition or failing to integrate it in an efficient and timely manner that would disrupt operations. In addition, as Peace of Meat is located in a different country, which also brings inherent management challenges. Our agreement to acquire Peace of Meat provides that Peace of Meat will continue to be managed independently within our business for approximately two years, adding to the operational complexity of the integration. We may further face operational challenges in managing Peace of Meat’s business following the acquisition, which could have an adverse effect on our business and results of our operations, and may affect the value of the ADSs and ordinary shares.
 
The unaudited pro forma condensed consolidated financial information included in this prospectus may not be representative of our results and financial condition after the acquisition of Peace of Meat.
 
The unaudited pro forma condensed consolidated financial information included in this prospectus has been presented for informational purposes only and is not necessarily indicative of the financial position, cash flows or results of operations that we actually would have experienced had the acquisition of Peace of Meat been completed as of the dates indicated, nor is such information indicative of our future operating results or financial condition following the acquisition of Peace of Meat. Such unaudited pro forma condensed consolidated financial information, therefore, does not reflect future events that may occur after the acquisition of Peace of Meat. The unaudited pro forma condensed consolidated financial information is based on numerous variables, assumptions and estimates regarding the acquisition of Peace of Meat that we believe are reasonable under the circumstances, but we cannot assure you that the variables, assumptions and estimates will prove to be accurate over time. Moreover, other factors may affect our actual results and financial condition after the acquisition of Peace of Meat, which may cause our actual results and financial condition to differ materially from the results and financial condition contemplated in the unaudited pro forma condensed consolidated financial information.

19
 
If intangible assets that we recorded in connection with the Peace of Meat acquisition become impaired, we may have to take significant charges against earnings.
 
In connection with the accounting for the Peace of Meat acquisition, we have recorded intangible assets. Under IFRS, we must assess, at least annually and potentially more frequently, whether the value of indefinite-lived intangible assets has been impaired. Amortizing intangible assets will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of intangible assets will result in a charge against earnings, which could materially adversely affect our results of operations and shareholders’ equity in future periods.
 
RISKS RELATED TO COMPETITION AND COMMERCIALIZATION OF OUR TECHNOLOGIES
 
We are an early-stage company with an unproven business model, which makes it difficult to evaluate our current business and future prospects.
 
We have no established basis to assure investors that our business strategies will be successful. We are dependent on unproven technologies and we have no basis to predict acceptance of our technologies by potential licensees and their customers. The market for cultured meat is new and as yet untested. As a result, the revenue and income potential of our business and our market are unproven. Further, because of our limited operating history and early stage of development, and because the market for cultured meat is relatively new and rapidly evolving, we have limited insight into trends that may emerge and affect our business. We may make errors in predicting and reacting to relevant business trends, which could harm our business.
 
 Before investing, you should consider an investment in the ADSs in light of the risks, uncertainties and difficulties frequently encountered by early-stage companies in new and rapidly evolving markets such as ours. We may not be able to successfully address any or all of these risks. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.
 
We may not be able to compete successfully in our highly competitive market.
 
The alternative protein market is expected to be highly competitive, with numerous brands and products competing for limited retailer shelf space, foodservice and restaurant customers and consumers. For us to compete successfully, we expect that the cultured meats printed using our technologies will need to be competitive in taste, ingredients, texture, ease of integration into the consumer diet, nutritional claims, convenience, brand recognition and loyalty, product variety, product packaging and package design, shelf space, reputation, price, advertising and access to restaurant and foodservice customers.
 
Generally, the food industry is dominated by multinational corporations with substantially greater resources and operations than us. We cannot be certain that we will successfully compete with larger competitors that have greater financial, marketing, sales, manufacturing, distributing and technical resources than we do. Conventional food companies may acquire our competitors or launch their own competing products, and they may be able to use their resources and scale to respond to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things. Competitive pressures or other factors could prevent us from acquiring market share or cause us to lose market share, which may require us to lower prices, or increase marketing and advertising expenditures, either of which would adversely affect our margins and could result in a decrease in our operating results and profitability. We cannot assure you that we will be able to maintain a competitive position or compete successfully against such sources of competition.

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We may suffer reputational harm due to real or perceived quality or health issues with products manufactured by our licensees using our technology.
 
Any real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately based on fact and whether or not involving us, or even merely involving unrelated manufacturers, could cause negative publicity and reduced confidence in our company, or the industry as a whole, which could in turn harm our reputation and sales, and could adversely impact our business, financial condition and operating results. There can be no assurance that products manufactured by our licensees will always comply with regulatory standards. Although we expect that our licensees will strive to manufacture products free of pathogenic organisms, these may not be easily detected and cross-contamination can occur. We cannot assure you that this health risk will always be preempted by quality control processes.
 
We will have no control over the products manufactured by our licensees, especially once they are purchased by consumers, who may prepare these products in a manner that is inconsistent with directions or store them for excessive periods of time, which may adversely affect their quality and safety. If the products manufactured by our licensees are not perceived as safe or of high quality, then our business, results of operations and financial condition could be adversely affected.
 
The growing use of social and digital media increases the speed and extent that information or misinformation and opinions can be shared. Negative publicity about cultured meats produced using our technologies could seriously damage our reputation.
 
Failure to improve our technologies may adversely affect our ability to continue to grow.
 
In order to continue to grow, we expect we will need to continue to innovate by developing new technologies or improving existing ones, in ways that meet our standards for quality and will enable our eventual licensees to manufacture products that appeal to consumer preferences. Such innovation will depend on the technical capability of our staff in developing and testing product prototypes, including complying with applicable governmental regulations, and the success of our management and sales and marketing teams in introducing and marketing new technologies. Failure to develop and market new technologies may cause a negative impact on our business and results of operations.
 
Additionally, the development and introduction of new technologies requires substantial research, development and marketing expenditures, which we may be unable to recoup if the new technologies do not lead to products that gain widespread market acceptance. If we are unsuccessful in meeting our objectives with respect to new or improved technologies, our business could be harmed.
 
We may face difficulties if we expand our operations into new geographic regions, in which we have no prior operating experience.
 
We intend to license our technologies in numerous geographical markets. International operations involve a number of risks, including foreign regulatory compliance, tariffs, taxes and exchange controls, economic downturns, inflation, foreign currency fluctuations and political and social instability in the countries in which we will operate. Expansion may involve expanding into less developed countries, which may have less political, social or economic stability and less developed infrastructure and legal systems. It is costly to establish, develop and maintain international operations and develop and promote our brands in international markets. As we expand our business into other countries, we may encounter regulatory, legal, personnel, technological and other difficulties that increase our expenses and/or delay our ability to become profitable in such countries, which may have an adverse impact on our business and brand.

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Consumer preferences for alternative proteins in general, and more specifically cultured meats, are difficult to predict and may change, and, if we are unable to respond quickly to new trends, our business may be adversely affected.
 
Our business is focused on the development and marketing of licensable cultured meat manufacturing technologies. Consumer demand for the cultured meats manufactured using these technologies could change based on a number of possible factors, including dietary habits and nutritional values, concerns regarding the health effects of ingredients and shifts in preference for various product attributes. If consumer demand for our products decreases, our business and financial condition would suffer. Consumer trends that we believe favor sales of products manufactured using our licensed technologies could change based on a number of possible factors, including a shift in preference from animal-based protein products, economic factors and social trends. A significant shift in consumer demand away from products manufactured using our technologies could reduce our sales or our market share and the prestige of our brand, which would harm our business and financial condition.
 
We have no manufacturing experience or resources and we expect we will incur significant costs to develop this expertise or need to rely on third parties for manufacturing.
 
We have no manufacturing experience. In order to develop and license our technologies, we will need to develop, contract for or otherwise arrange for the necessary manufacturing capabilities. We may experience difficulty in obtaining adequate and timely manufacturing capacity for our proprietary cultured meat printers and bio-inks. We do not own or lease facilities currently that could be used to manufacture any products that we might develop on an industrial scale, nor do we have the resources at this time to acquire or lease suitable facilities. If we are unable to build the necessary internal manufacturing capability or obtain this capability through third parties we will not be able to commercialize our technologies.  Even if we develop or obtain the necessary manufacturing capacity, if we fail to comply with regulations, to obtain the necessary licenses and knowhow or to obtain the requisite financing in order to comply with all applicable regulations and to own or lease the required facilities in order to manufacture products, we could be forced to cease operations, which would cause you to lose all of your investment.
 
Litigation or legal proceedings, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties or otherwise expose us to significant liabilities and have a negative impact on our reputation or business.
 
We operate in a constantly evolving legal and regulatory framework. Consequently, we are subject to heightened risk of legal claims, government investigations or other regulatory enforcement actions. Although we have implemented policies and procedures designed to ensure compliance with existing laws and regulations, we cannot assure you that our employees, temporary workers, contractors or agents will not violate our policies and procedures. Moreover, a failure to maintain effective control processes could lead to violations, unintentional or otherwise, of laws and regulations. Legal claims, government investigations or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition and operating results. In addition, the costs and other effects of defending potential litigation and administrative actions against us may be difficult to determine and could adversely affect our financial condition and operating results, with actual outcomes or losses differing materially from our assessments and estimates.

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RISKS RELATED TO OUR OPERATIONS
 
We expect that a small number of customers will account for a significant portion of our revenues, and the loss of one or more of these customers could adversely affect our financial condition and results of operations.
 
We do not expect to generate revenue in the short or medium term.  If we are able to generate revenue, we believe that we will do so through three primary streams: (i) licensing our proprietary intellectual property to customers for the purpose of setting up and operating cultured meat production factories; (ii) brokering the supply of materials needed in the manufacturing process; and (iii) providing consulting and implementation services to customers. Under this model, we initially expect to derive a significant portion of our revenues from a few customers. Our financial condition and results of operations could be adversely impacted if any one of these customers interrupt or curtail their activities, fail to pay for the services that have been performed, terminate their cultured meat operations, or if we are unable to enter into agreements with new customers on favorable terms. The loss of customers could adversely affect our financial condition and results of operations.
 
We may be exposed to the credit risks of our customers, and nonpayment by these customers and other parties could adversely affect our financial position, results of operations and cash flows.
 
We may be subject to risks of loss resulting from nonpayment by our customers. Any material nonpayment by these entities could adversely affect our financial position, results of operations and cash flows. If customers default on their obligations to us, our financial results and condition could be adversely affected. Some of these customers may be highly leveraged and subject to their own operating and regulatory risks.
 
If we are unable to attract and retain qualified employees, our ability to implement our business plan may be adversely affected.
 
The loss of the service of employees, such as Mr. Sharon Fima, our Chief Executive Officer and Chief Technological Officer, would likely delay our achievement of product development and other business objectives, as we may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause the price of our ordinary shares to decline. Although we have employment agreements with our key employees, these employees could terminate their employment with us at any time on relatively short notice. We do not carry key man life insurance on any of our executive officers.
 
Recruiting and retaining qualified scientific, manufacturing and sales and marketing personnel will also be critical to our success. We may not be able to attract and retain these personnel on acceptable terms given the competition among high technology and life sciences companies for similar personnel. We also experience competition from universities and research institutions in attracting and retaining scientific personnel. In addition, we rely on consultants and advisors, including scientific advisors, to assist us in formulating our research and development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.
 
Under applicable employment laws, we may not be able to enforce covenants not to compete.
 
Our employment agreements generally include covenants not to compete. These agreements prohibit our employees, if they cease working for us, from competing directly with us or working for our competitors for a limited period. We may be unable to enforce these agreements under the laws of the jurisdictions in which our employees work. For example, Israeli courts have required employers seeking to enforce covenants not to compete to demonstrate that the competitive activities of a former employee will harm one of a limited number of material interests of the employer, such as the secrecy of a company’s confidential commercial information or the protection of its intellectual property. If we cannot demonstrate that such an interest will be harmed, we may be unable to prevent our competitors from benefiting from the expertise of our former employees or consultants and our competitiveness may be diminished.

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We are exposed to a risk of substantial loss due to claims that may be filed against us in the future because our insurance policies may not fully cover the risk of loss to which we are exposed.
 
We are exposed to the risk of having claims seeking monetary damages being filed against us, for example with regard to securities-related claims. In the event that we are required to pay damages for any such claim, we may be forced to seek bankruptcy or to liquidate because our asset base and revenue base may be insufficient to satisfy the payment of damages and any insurance that we have obtained may not provide sufficient coverage against potential liabilities.
 
Our business and operations would suffer in the event of information technology system failures, including security breaches.
 
Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we have not experienced any such system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our operations, causing our business to suffer. To the extent that any disruption or security breach were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the further development of our product could be delayed.
 
A cybersecurity incident, other technology disruptions or failure to comply with laws and regulations relating to privacy and the protection of data relating to individuals could negatively impact our business, our reputation and our relationships with customers.
 
We use computers in substantially all aspects of our business operations. We also use mobile devices, social networking and other online activities to connect with our employees, suppliers and co-manufacturers. Such uses give rise to cybersecurity risks, including security breaches, espionage, system disruption, theft and inadvertent release of information. Our business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including suppliers’ information, private information about employees and financial and strategic information about us and our business partners. Further, as we pursue new initiatives that improve our operations and cost structure, potentially including acquisitions, we may also be expand and improve our information technologies, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If we fail to assess and identify cybersecurity risks associated with new initiatives or acquisitions, we may become increasingly vulnerable to such risks. Additionally, while we have implemented measures to prevent security breaches and cyber incidents, our preventative measures and incident response efforts may not be entirely effective. The theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, or interference with our information technology systems or the technology systems of third parties on which we rely, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage all of which could have a material adverse effect on our business, financial condition or results of operations.
 
In addition, we are subject to laws, rules and regulations in the United States, the European Union and other jurisdictions relating to the collection, use and security of personal information and data. Such data privacy laws, regulations and other obligations may require us to change our business practices and may negatively impact our ability to expand our business and pursue business opportunities. We may incur significant expenses to comply with the laws, regulations and other obligations that apply to us. Additionally, the privacy- and data protection-related laws, rules and regulations applicable to us are subject to significant change. Several jurisdictions have passed new laws and regulations in this area, and other jurisdictions are considering imposing additional restrictions. Privacy- and data protection-related laws and regulations also may be interpreted and enforced inconsistently over time and from jurisdiction to jurisdiction. Any actual or perceived inability to comply with applicable privacy or data protection laws, regulations, or other obligations could result in significant cost and liability, litigation or governmental investigations, damage our reputation, and adversely affect our business.

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Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.
 
The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the COVID-19 pandemic), man-made or natural disasters, actual or threatened war, terrorist activity, political unrest, civil strife and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact consumer demand for alternative proteins in general, and clean meats specifically, which may in turn impact manufacturer and retailer demand for our technologies. In addition, our ability to manage normal commercial relationships with suppliers may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in government economic policy and international trade disputes. In particular, consumers may reduce the amount of cultured meat that they purchase in favor of conventional meat or other alternative proteins, which may have lower retail prices, which could indirectly affect our results of operations. Manufacturer and retailers may become more conservative in response to these conditions and seek to delay commencing cultured market manufacturing operations or reduce existing operations. Our results of operations will depend upon, among other things, the financial condition of our business customers and our ability to supply them with the means to manufacture products that appeal to consumers at the right price. Decreases in demand for the products manufactured by our customers would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may result in end consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis, which may likewise have an indirect adverse effect on our sales and profitability.
 
RISKS RELATED TO GOVERNMENT REGULATION
 
We expect that products utilizing our technologies will be subject to regulations that could adversely affect our business and results of operations.
 
The manufacture and marketing of food products is highly regulated. We, our suppliers and licensees, may be subject to a variety of laws and regulations. These laws and regulations apply to many aspects of our business, including the manufacture, composition and ingredients, packaging, labeling, distribution, advertising, sale, quality and safety of food products, as well as the health and safety of our employees and the protection of the environment.

We are focused on developing a novel, proprietary three-dimensional bioprinter to deposit layers of cells (including stem cells and differentiated stem cells), scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat. The cultured meat, in turn, will be produced by our customers.  Peace of Meat intends to produce cultured avian fat that is anticipated to be used as an ingredient, inter alia, in the production of finished cultured poultry. Neither we nor Peace of Meat intend to manufacture, distribute and sell branded cultured-meat end products for consumer consumption.
 
Peace of Meat is a Business-To-Business, or B2B, ingredient producer and will be subject to regulation by the U.S. Food and Drug Administration, or FDA, to the extent its products are introduced to the United States for use by a manufacturer to produce cultured meat or other food in the United States, and analogous foreign regulatory bodies elsewhere.
 
For the reasons discussed below, we ourselves do not expect to be directly regulated by the FDA for United States compliance purposes but will apply FDA’s food contact substance standards or analogous foreign regulations when developing our three-dimensional bioprinter. Specifically, we intend to license our production technology, as well as provide associated products and services to food processing and food retail companies through a B2B model. From a regulatory perspective, in the United States, we expect companies manufacturing finished cultured meat products to be subject to regulation by various government agencies, including the FDA U.S. Department of Agriculture, or USDA, U.S. Federal Trade Commission, or FTC, Occupational Safety and Health Administration and the Environmental Protection Agency, as well as the requirements of various state and local agencies, such as the Californian Safe Drinking Water and Toxic Enforcement Act of 1986. We likewise expect these products to be regulated by equivalent agencies outside the United States by various international regulatory bodies.
 
As the manufacturer of technology used to produce cultured meat, and consistent with the Federal Food, Drug and Cosmetic Act, Federal Meat Inspection Act, and Poultry Products Inspection Act, we believe we will not directly be regulated by the FDA or USDA. Rather, we believe the regulatory obligation falls on our customers — cultured meat producers — to ensure that all food produced using our technology is wholesome and not adulterated. Consistent with food industry norms, we expect that our customers will therefore request assurances from us that our products are suitable for their intended use from an FDA regulatory perspective. Therefore, plan to apply FDA food safety standards when developing our three-dimensional bioprinter as a means of assuring our customers that our bioprinter is safe for its intended use and will not result in the production of adulterated food. In particular, we plan to apply applicable food contact substance requirements, such as those of the FDA, when developing its three-dimensional bioprinter as a means of assuring customers using the Company's technology that our bioprinter is safe for its intended use and will not result in the production of adulterated food. If we are unable to provide regulatory compliance assurance to our customers, we expect that our ability to license our production technology would be adversely impacted.
 
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The manufacturing of cultured meat is expected to be subject to extensive regulations internationally, with products subject to numerous food safety and other laws and regulations relating to the sourcing, manufacturing, composition and ingredients, storing, labeling, marketing, advertising and distribution of these products. In addition, enforcement of existing laws and regulations, changes in legal requirements and/or evolving interpretations of existing regulatory requirements may result in increased compliance costs and create other obligations, financial or otherwise, that could adversely affect our business, financial condition or operating results. In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act, or FCPA, and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees, contractors or agents. Violations of these laws, or allegations of such violations, could disrupt our business and adversely impact our results of operations, cash flows and financial condition.
 
Any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the USDA, state regulators or similar foreign regulatory authorities that relate to the use of the word “meat” or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition.
 
The USDA, state regulators or similar foreign regulatory authorities, such as Health Canada or the Canadian Food Inspection Agency, or CFIA, or authorities of the European Union (EU) or the EU member states (e.g., European Food Safety Authority, or EFSA), could take action to impact our ability to use the term “meat” or similar words, such as “beef”, to describe the product our bioprinters will produce. In addition, a food may be deemed misbranded if its labeling is false or misleading in any particular way, and the USDA, CFIA, EFSA or other regulators could interpret the use of the term “meat” or any similar phrase(s) to describe our cultured meat products as false or misleading or likely to create an erroneous impression regarding their composition.
 
For example, in 2018, the State of Missouri passed a law that prohibits any person engaged in advertising, offering for sale, or sale of food products from representing products as meat that are not derived from harvested production of livestock or poultry. This law has been challenged in court as a violation of free speech by the Good Food Institute, the Animal Legal Defense Fund and American Civil Liberties Union, however additional states subsequently passed similar laws. Similar regulatory developments are taking place in foreign jurisdictions. For example, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use of “meat” and meat-related terms and names for products that are manufactured from the edible parts of animals. If such measures are adopted, they may affect our customers’ ability to label and advertise cultured meat products as they see fit. Further, in 2018, the USDA received a petition from the cattle industry requesting that the USDA exclude products not derived from slaughtered animals from being labeled and marketed as “meat,” and exclude products not derived from cattle born, raised and harvested in the traditional manner from being labeled and marketed as “beef.” On June 9, 2020, the Harvard Law School Animal Law & Policy Clinic petitioned USDA to urge it to adopt a labeling approach for cell-based meat and poultry products that does not overly restrict speech, asserting that USDA should wait until it has a better understanding of the compositional and safety characteristics of finished cell-based meat products, and until USDA has the opportunity to review proposed labels, before establishing any speech restrictions. The USDA has not yet responded substantively to these petitions but has indicated that these petitions are being considered as petitions for policy changes under the USDA’s regulations. On July 31, 2020, the USDA announced that its Food Safety and Inspection Service (FSIS), an agency within the USDA, will be developing new regulatory requirements with regard to the labeling of human food produced using animal cell culture technology, derived from cell lines of USDA-amenable species, otherwise referred to as cultured meat by many in the sector. The USDA has not yet asserted whether it will authorize the use of the term “meat” and similar terms for cultured meat.  Should regulatory authorities take action to enforce a definition of the term “meat” or similar terms limited to slaughtered animals, such that we are unable to use those terms with respect to our technologies, our customers could be subject to enforcement action, and therefore we, as a manufacturer focused on developing commercial technologies that food processing and food retail companies can license to manufacture alternative foods without the need for animal slaughter may be required to modify our business strategy, and our prospects and results of our operations or financial condition could be adversely affected.

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Failure by our raw materials suppliers to comply with food safety, environmental or other laws and regulations, or with the specifications and requirements of our products, may disrupt our supply of products and adversely affect our business.
 
If our suppliers fail to comply with food safety, environmental or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. In the event of actual or even alleged non-compliance, we might be forced to find an alternative supplier and we may be subject to lawsuits related to such non-compliance by our suppliers. As a result, our supply of raw materials could be disrupted or our costs could increase, which would adversely affect our business, results of operations and financial condition. The failure of any supplier to produce products that conform to our standards could adversely affect our reputation in the marketplace and result in economic loss. Additionally, actions we may take to mitigate the impact of any disruption or potential disruption in our supply of raw materials, including increasing inventory in anticipation of a potential supply or production interruption, may adversely affect our business, results of operations and financial condition.
 
RISKS RELATED TO OUR INTELLECTUAL PROPERTY AND POTENTIAL LITIGATION
 
If we are unable to obtain and maintain effective patent rights for our products, we may not be able to compete effectively in our markets. If we are unable to protect the confidentiality of our trade secrets or know-how, such proprietary information may be used by others to compete against us.
 
Since September 2019, we have sought patent protection for certain of our products, systems, processes, designs and applications. Our success depends in large part on our ability to obtain, maintain, monitor and enforce patent and other intellectual property protection in the United States and in other countries with respect to our proprietary technology and new products.
 
We seek to protect our proprietary position and sustain our competitive advantage by filing patent applications in the United States and in other countries. Patent prosecution in the United States and the rest of the world is uncertain, expensive and time consuming, and we may not be able to file and prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner in all the necessary locations. It is also possible that we will fail to identify Patentable aspects of our research and development output before it is too late to obtain patent protection.
 
We have a growing portfolio of six provisional and non-provisional pending patent applications, with a robust pipeline. These are filed with the U.S. Patent and Trademark Office, or USPTO, the World Intellectual Property Organization, or WIPO, and when the time comes, in various patent offices around the world, such as Israel, China, Japan, Europe, Canada, and South Korea. Three of the pending patent applications were filed through the Paris Convention Treaty, or PCT. We cannot offer any assurances about which, if any of the pending patent applications will issue, the scope of protection of any such patent or whether any issued patents will be found invalid and/or unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or licensed to us after patent issuance could deprive us of rights necessary for the successful commercialization of any new products that we may develop.
 
Further, there is no assurance that all potentially relevant prior art relating to our patent applications has been found, which can invalidate a patent or prevent a patent from issuing from a pending patent application. Even if patents do successfully issue, and even if such patents cover our products, third parties may challenge their validity, enforceability, or scope, which may result in such patents being narrowed, found unenforceable or invalidated. Furthermore, even if they are unchallenged, our patent applications and any future patents may not adequately protect our intellectual property, provide exclusivity for our new products, or prevent others from designing around our claims. Any of these outcomes could impair our ability to prevent competition from third parties, which may have an adverse impact on our business.
 
If we cannot obtain and maintain effective patent rights for our products, we may not be able to compete effectively, and our business and results of operations would potentially be harmed.

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If we are unable to maintain effective proprietary rights for our products, we may not be able to compete effectively in our markets.
 
In addition to the protection afforded by any patents currently owned and that may be granted, historically, we have relied on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable or that we elect not to patent, processes and helpful devices (jigs) that are not easily known, knowable or easily ascertainable, and for which patent infringement is difficult to monitor and enforce and any other elements of our product development processes, that involve proprietary know-how, as well as information or technology that is not covered by patents. However, trade secrets can be difficult to protect. We seek to protect our proprietary technology and processes, in part, by entering into confidentiality agreements with our employees, consultants, scientific advisors, and contractors. We also seek to preserve the integrity and confidentiality of our data, trade secrets and intellectual property by maintaining physical security of our premises and physical and electronic security of our information technology systems, as well as implementing various standard operating procedures designed to maintain that integrity. Agreements or security measures may be breached, and we may not have adequate remedies for any breach. In addition, our trade secrets and intellectual property may otherwise become known or be independently discovered by competitors.
 
We cannot provide any assurances that our trade secrets and other confidential proprietary information will not be disclosed in violation of our confidentiality agreements or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Also, misappropriation or unauthorized and unavoidable disclosure of our trade secrets and intellectual property could impair our competitive position and may have a material adverse effect on our business. Additionally, if the steps taken to maintain our trade secrets and intellectual property are deemed inadequate, we may have insufficient recourse against third parties for misappropriating any trade secret.
 
Intellectual property rights of third parties could adversely affect our ability to successfully commercialize our products, and we might be required to litigate or obtain licenses from third parties in order to develop or market our product candidates. Such litigation or licenses could be costly or not available on commercially reasonable terms.
 
At this stage, and in the future it is inherently difficult to conclusively assess our freedom to operate without infringing on third party rights. Our competitive position may be adversely affected if existing patents or patents resulting from Patent applications issued to third parties or other third party intellectual property rights are held to cover our products, systems and processes or elements thereof, or our manufacturing or uses relevant to our development plans. In such cases, we may be limited, or not be in a position to develop or commercialize products or our product candidates unless we successfully pursue litigation to nullify or invalidate the third party intellectual property right concerned, or enter into a license agreement with the intellectual property rights’ holder, if available on commercially reasonable terms. There may also be pending patent applications that should they result in issued patents, could be alleged to be infringed by our new products. If such an infringement claim should be brought and be successful, we may be required to pay substantial damages, royalties, be forced to abandon our new products or seek a license from any patent holders. No assurances can be given that a license will be available on commercially reasonable terms, if at all.
 
It is also possible that we have failed to identify relevant third party patents or applications. For example, U.S. patent applications filed before July 8, 2019 and certain U.S. patent applications filed after that date that will not be filed outside the United States remain confidential until patents issue. Patent applications in the United States and elsewhere are published 18 months after the earliest filing for which priority is claimed, with such earliest filing date being commonly referred to as the priority date. Therefore, patent applications covering our new products or platform technology could have been filed by others without our knowledge. Additionally, pending patent applications which have been published can, subject to certain limitations, be later amended in a manner that could cover our platform technologies, our new products or the use of our new products. Third party intellectual property right holders may also actively bring infringement claims against us. We cannot guarantee that we will be able to successfully settle or otherwise resolve such infringement claims. If we are unable to successfully settle future claims on terms acceptable to us, we may be required to engage in or continue costly, unpredictable and time-consuming litigation and may be prevented from or experience substantial delays in pursuing the development of and/or marketing our new products. If we fail in any such dispute, in addition to being forced to pay damages, we may be temporarily or permanently prohibited from commercializing our new products that are held to be infringing. We might, if possible, also be forced to redesign our new products so that we no longer infringe the third party intellectual property rights. Any of these events, even if we were ultimately to prevail, could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

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Third-party claims of intellectual property infringement may prevent or delay our development and commercialization efforts.
 
Our commercial success depends in part on our avoiding infringement of the patents and proprietary rights of third parties. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing new products. As our industries expand and more patents are issued, the risk increases that our products may be subject to claims of infringement of the patent rights of third parties.
 
Third parties may assert that we are employing their proprietary technology without authorization. There may be third-party patents or patent applications with claims to materials, designs or methods of manufacture related to the use or manufacture of our products. There may be currently pending patent applications that may later result in issued patents that our products may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. 
 
If any third-party patents were held by a court of competent jurisdiction to cover aspects of our formulations, processes for designs, or methods of use, the holders of any such patents may be able to block our ability to develop and commercialize the applicable product candidate unless we obtain a license or until such patent expires or is finally determined to be invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all.
 
Parties making claims against us may obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize one or more of our products. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, pay royalties, redesign our infringing products or obtain one or more licenses from third parties, which may be impossible or require substantial time and monetary expenditure.
 
Patent policy and rule changes could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents.
 
Changes in either the patent laws or interpretation of the patent laws in the United States and other countries may diminish the value of any patents that may issue from our patent applications, or narrow the scope of our patent protection. The laws of foreign countries may not protect our rights to the same extent as the laws of the United States. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until 18 months after filing, or in some cases not at all. We therefore cannot be certain that we were the first to file the invention claimed in our owned and licensed patent or pending applications, or that we or our licensor were the first to file for patent protection of such inventions. Assuming all other requirements for patentability are met, in the United States prior to March 15, 2013, the first to make the claimed invention without undue delay in filing, is entitled to the patent, while outside the United States, the first to file a patent application is entitled to the patent. After March 15, 2013, under the Leahy-Smith America Invents Act, or the Leahy-Smith Act, enacted on September 16, 2011, the United States has moved to a first to file system. The Leahy-Smith Act also includes a number of significant changes that affect the way patent applications will be prosecuted and may also affect patent litigation. In general, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of any issued patents, all of which could have a material adverse effect on our business and financial condition.

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We may be involved in lawsuits to protect or enforce our intellectual property, which could be expensive, time consuming, and unsuccessful.
 
Competitors may infringe our intellectual property. If we were to initiate legal proceedings against a third party to enforce a patent covering one of our new products, the defendant could counterclaim that the patent covering our product candidate is invalid and/or unenforceable. In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge could be an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, or non-enablement. Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent withheld relevant information from the USPTO, or made a misleading statement, during prosecution. Under the Leahy-Smith Act, the validity of U.S. patents may also be challenged in post-grant proceedings before the USPTO. The outcome following legal assertions of invalidity and unenforceability is unpredictable.
 
Derivation proceedings initiated by third parties or brought by us may be necessary to determine the priority of inventions and/or their scope with respect to our patent or patent applications or those of our licensors. An unfavorable outcome could require us to cease using the related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party does not offer us a license on commercially reasonable terms. Our defense of litigation or interference proceedings may fail and, even if successful, may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with litigation could have a material adverse effect on our ability to raise the funds necessary to continue our clinical trials, continue our research programs, license necessary technology from third parties, or enter into development partnerships that would help us bring our new products to market. 
 
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions, or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our Ordinary Shares.
 
We may, in the future, be subject to claims that our employees, consultants, or independent contractors have wrongfully or unavoidably used or disclosed confidential information of third parties or that our employees have wrongfully used or disclosed alleged trade secrets of their former employers.
 
We continue to employ individuals who were previously employed at our competitors or potential competitors. We have established standard operating procedures to try and ensure that our employees, consultants, and independent contractors do not use the proprietary information or know-how of others in their work for us, but we may nevertheless be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of any of our employees’ former employers or other third parties. Litigation may result and be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel, which could adversely impact our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

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We may be subject to claims challenging the inventorship of our intellectual property.
 
We may be subject to claims that former employees, collaborators or other third parties have an interest in, or right to compensation, with respect to our current patent and patent applications, future patents or other intellectual property as an inventor or co-inventor. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship or claiming the right to compensation. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or right to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
 
We may not be able to protect our intellectual property rights throughout the world.
 
Filing, prosecuting, and defending patents on products, as well as monitoring their infringement in all countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries can be less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. 
 
Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and may also export otherwise infringing products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products may compete with our products. Future patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.
 
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets, and other intellectual property protection, which could make it difficult for us to stop the marketing of competing products in violation of our proprietary rights generally. Proceedings to enforce our patent rights in foreign jurisdictions, whether or not successful, could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our future patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to monitor and enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
 
RISKS RELATED TO OUR OPERATIONS IN ISRAEL
 
If there are significant shifts in the political, economic and military conditions in Israel, it could have an adverse impact on our operations.
 
Our corporate headquarters and research and development facilities are located in Israel. In addition, most of our employees, officers and directors are residents of Israel. Accordingly, political, economic and military conditions in Israel may directly affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. In recent years, these have included hostilities from Hezbollah in Lebanon and between Israel and Hamas in the Gaza Strip, which resulted in rockets being fired into Israel, causing casualties and disruption of economic activities. In addition, Israel faces threats from the civil war in Syria and from Iran. Our commercial insurance does not cover losses that may occur as a result of an event associated with the security situation in the Middle East. Although we expect that the Israeli government will cover the reinstatement value of direct damages that are caused by terrorist attacks or acts of war, we cannot assure you that such government coverage will be maintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli companies, whether as a result of hostilities in the region or otherwise. Any such matters could adversely affect our operations and results of operations, and any losses or damages incurred by us as the result of such a conflict could have an adverse impact on our business.

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Furthermore, our operations could be disrupted by the obligations of our personnel to perform military service. Some of our employees based in Israel may be called upon to perform military reserve duty and, in emergency circumstances, may be called to immediate and unlimited active duty. Our operations could be disrupted by the absence of a significant number of employees due to military service, which could adversely impact our business and results of operations.
 
Because a substantial portion of our revenues is expected to be generated in currencies other than our functional currency, we will be exposed to fluctuations in currency exchange rates, which could negatively affect our financial condition.
 
In the future, we expect that a substantial portion of our revenues will be generated in currencies other than our functional currency. Our functional currency, in which we currently maintain our financial records, is NIS, and our presentation currency, in which we report our financial results, is USD. The functional currency of Peace of Meat, in which it currently maintains its financial records, is Euros. As a result, our revenues for financial statement purposes might be negatively affected by fluctuations in the exchange rates of currencies in the countries in which our technologies may be licensed, and supplementary services provided and products sold.
 
Currency exchange controls may restrict our ability to utilize our cash flows.
 
We expect to receive proceeds from sales of any product we may develop, and also to pay a portion of our operational costs and expenses, in U.S. dollars, Euros and other foreign currencies. However, we may be subject to existing or future rules and regulations on currency conversion. In 1998, the Israeli currency control regulations were liberalized significantly, and there are currently no currency controls in place. Legislation remains in effect, however, pursuant to which such currency controls could be imposed in Israel by administrative action at any time. We cannot assure that such controls will not be reinstated, or if reinstated, that they would not have an adverse effect on our operations.
 
Enforcing a U.S. judgment against us and our executive officers and directors, or asserting U.S. securities law claims in Israel, may be difficult.
 
We are incorporated in Israel. Most of our executive officers and directors reside in Israel and most of our assets and the assets of these persons are located outside of the United States. Therefore, a judgment obtained against us or any of these persons in the United States, including one based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It may also be difficult to affect service of process on these persons in the United States or to assert U.S. securities laws claims in original actions instituted in Israel.
 
Even if an Israeli court agrees to hear such a claim, it may determine that Israeli, and not U.S., law is applicable to the claim. Under Israeli law, if U.S. law is found to be applicable to such a claim, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would be governed by Israeli law. There is little binding case law in Israel addressing these matters.

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Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a final U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that:
 
•
the judgment is enforceable in the state in which it was given;
 
•
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
 
•
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
 
•
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
 
•
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
 
•
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
 
•
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
 
There is little binding case law in Israel that addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages awarded by either a U.S. or foreign court. Please see the section entitled “Enforceability of Civil Liabilities” for additional information on your ability to enforce a civil claim against us and our executive officers or directors named in this prospectus.
 
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli CPI plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rate fluctuations.
 
Your rights and responsibilities as our shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. corporations.
 
Since we are incorporated under Israeli law, the rights and responsibilities of our shareholders are governed by our articles of association and Israeli law. These rights and responsibilities differ in some respects from the rights and responsibilities of shareholders of U.S. corporations. In particular, each of our shareholders has a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations toward us and other shareholders and to refrain from abusing its power in, among other things, voting at shareholder meetings on certain matters, such as an amendment to our articles of association, an increase of our authorized share capital, a merger and approval of related party transactions that require shareholder approval. A shareholder also has a general duty to refrain from discriminating against other shareholders. In addition, a controlling shareholder or a shareholder who knows that it possesses the power to determine the outcome of a shareholders vote or to appoint or prevent the appointment of an office holder has a duty to act in fairness toward us. Israeli law does not clearly define the substance of these duties, but these provisions may be interpreted to impose additional obligations and liabilities on our shareholders that are not typically imposed on shareholders of U.S. corporations.

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Provisions of Israeli corporate and tax law may deter acquisition transactions.
 
        Israeli corporate law regulates mergers, requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For example, a merger may not be consummated unless at least 50 days have passed from the date on which a merger proposal is filed by each merging company with the Israel Registrar of Companies and at least 30 days have passed from the date on which the shareholders of both merging companies have approved the merger. In addition, a majority of each class of securities of the target company must approve a merger. Moreover, a tender offer for all of a company's issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not have a personal interest in the tender offer, unless, following consummation of the tender offer, the acquirer would hold at least 98% of the company's outstanding shares. Furthermore, the shareholders, including those who indicated their acceptance of the tender offer, may, at any time within six months following the completion of the tender offer, claim that the consideration for the acquisition of the shares does not reflect their fair market value, and petition an Israeli court to alter the consideration for the acquisition accordingly, unless the acquirer stipulated in its tender offer that a shareholder that accepts the offer may not seek such appraisal rights, and the acquirer or the company published all required information with respect to the tender offer prior to the tender offer's response date.
 
Furthermore, Israeli tax considerations may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no disposition of the shares has occurred. These provisions could delay, prevent or impede an acquisition of us or our merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders.
 
As a foreign private issuer whose ADSs are listed on the Nasdaq Capital Market, we intend to follow certain home country corporate governance practices instead of certain Nasdaq requirements, we are not subject to U.S. proxy rules and are exempt from certain Exchange Act reporting requirements. If we were to lose our foreign private issuer status, our costs to modify our practices and maintain compliance under U.S. securities laws and Nasdaq rules would be significantly higher.
 
We are a foreign private issuer and are not subject to the same requirements that are imposed upon U.S. domestic issuers by the SEC. While the ADSs are listed on Nasdaq, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the rules of Nasdaq. As permitted under the Israeli Companies Law 1999, or Companies Law, pursuant to our articles of association to be effective upon closing of this offering, the quorum for an ordinary meeting of shareholders shall be the presence of at least two shareholders present in person, by proxy or by a voting instrument, who hold at least 25% of the voting power of our shares (and in an adjourned meeting, with some exceptions, a minimum of one shareholder) instead of 33 1⁄3% of our issued share capital as required under the Nasdaq corporate governance rules. We may also adopt and approve material changes to equity incentive plans in accordance with the Companies Law, which does not impose a requirement of shareholder approval for such actions. In addition, we will follow Israeli corporate governance practice instead of the Nasdaq requirements to obtain shareholder approval for certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another company). Additionally, we intend to follow Israeli corporate governance practices instead of Nasdaq requirements with regard to, among other things, the composition of our board of directors and nominating committee, and director nomination procedures. For example, our board of directors currently comprises six directors, three of whom we have determined are independent, in compliance with our home-country requirements. Accordingly, our shareholders may be afforded less protection that what is provided under the Nasdaq corporate governance rules to investors in U.S. domestic issuers. See “Management — Corporate Governance Practices.”
 
Additionally, we will be exempt from the rules and regulations under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. Furthermore, although under regulations promulgated under the Companies Law, as an Israeli public company listed on the Nasdaq, we will be required to disclose the compensation of our five most highly compensated officers on an individual basis, this disclosure will not be as extensive as that required of U.S. domestic reporting companies. In addition, we will not be required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC, as frequently or as promptly as U.S. domestic reporting companies whose securities are registered under the Exchange Act. Moreover, we will not be required to comply with Regulation FD, which restricts the selective disclosure of material information. These exemptions and leniencies will reduce the frequency and scope of information and protections to which you may otherwise have been eligible in relation to a U.S. domestic issuer. These exemptions and leniencies will reduce the frequency and scope of information and protections available to you in comparison to those applicable to U.S. domestic reporting companies.

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If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers. We would lose our foreign private issuer status if a majority of our shares are owned by U.S. residents and a majority of our directors or executive officers are U.S. citizens or residents or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. We may also be required to modify certain of our policies to comply with accepted governance practices associated with U.S. domestic issuers and we would lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers. Such modifications and subsequent compliance would cause us to incur significant legal, accounting and other expenses that we would not incur as a foreign private issuer.
 
If we are a “passive foreign investment company” for U.S. federal income tax purposes, there may be adverse U.S. federal income tax consequences to U.S. investors.
 
Based on our income and assets, we believe that we should be treated as a PFIC for the preceding taxable year. However, the determination of our PFIC status is made annually based on the factual tests described below. Consequently, while we may be a PFIC in future years, we cannot estimate with certainty at this stage whether or not we are likely to be treated as a PFIC in the current taxable year or any future taxable years. Generally, if, for any taxable year, at least 75 percent of our gross income is “passive income” or at least 50 percent of our gross assets during the taxable year (based on the average of the fair market values of the assets determined at the end of each quarterly period) are assets that produce or are held for the production of passive income, we will be characterized as a PFIC for U.S. federal income tax purposes. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions, and gains from assets that produce passive income. However, rents and royalties received from unrelated parties in connection with the active conduct of a trade or business should not be considered passive income for purposes of the PFIC test. For example, if we were to be characterized as a PFIC for U.S. federal income tax purposes in any taxable year during which a U.S. Holder (as defined in “Taxation — Material United States federal income tax considerations”) holds ordinary shares or ADSs, such U.S. Holder could be subject to additional taxes and interest charges upon certain distributions by us and any gain recognized on a sale, exchange or other disposition of our shares, whether or not we continue to be characterized as a PFIC. Certain adverse consequences of PFIC status can be mitigated if a U.S. Holder makes a “mark to market” election or an election to treat us as a qualified electing fund, or QEF. Upon request, we expect to provide the information necessary for U.S. Holders to make “qualified electing fund elections” if we are classified as a PFIC. See “Taxation — Material United States federal income tax considerations — Passive foreign investment company considerations.”
 
Whether we are a PFIC for any taxable year will depend on the composition of our income and the composition and value of our assets from time to time. Each U.S. Holder is strongly urged to consult its tax advisor regarding these issues and any available elections to mitigate such tax consequences.

If we are a controlled foreign corporation, there could be adverse U.S. federal income tax consequences to certain U.S. Holders.
 
Each “Ten Percent Shareholder” (as defined below) in a non-U.S. corporation that is classified as a “controlled foreign corporation,” or a CFC, for U.S. federal income tax purposes generally is required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s “Subpart F income,” “tested income” and investment of earnings in U.S. property, even if the CFC has made no distributions to its shareholders. In addition, if a non-U.S. corporation owns at least one U.S. subsidiary, under current law, any current non-U.S. subsidiaries and any future newly formed or acquired non-U.S. subsidiaries of the non-U.S. corporation will be treated as CFCs, regardless of whether the non-U.S. corporation is treated as a CFC. Subpart F income generally includes dividends, interest, rents, royalties, gains from the sale of securities and income from certain transactions with related parties. In addition, a Ten Percent Shareholder that realizes gain from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital gain. A non-U.S. corporation generally will be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly or indirectly, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined by the Internal Revenue Code of 1986, as amended, or the Code) who owns or is considered to own 10% or more of the value or total combined voting power of all classes of stock entitled to vote of such corporation.
 
The determination of CFC status is complex and includes complex attribution rules. A non-corporate Ten Percent Shareholder with respect to a CFC generally will not be allowed certain tax deductions or foreign tax credits generally available to a corporate Ten Percent Shareholder. Failure to comply with CFC reporting obligations may subject a Ten Percent Shareholder to significant monetary penalties. We cannot provide any assurances that we will furnish to any Ten Percent Shareholder information that may be necessary to comply with the reporting and tax paying obligations applicable under the CFC rules of the Code. U.S. Holders should consult their own tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC.
 
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RISKS RELATED TO THE ADSS AND THE OFFERING
 
The ADSs have no prior trading history in the United States, and an active market may not develop, which may limit the ability of our investors to sell the ADSs in the United States.
 
There is no public market for the ADSs or our ordinary shares in the United States. An active trading market for the ADSs may never develop or may not be sustained if one develops. If an active market for the ADSs does not develop, it may be difficult for you to sell your ADSs, as the market value of your ADSs may decline.
 
You will experience immediate and substantial dilution in the net tangible book value of the ADSs you purchase in this offering.
 
The initial public offering price of the ADSs will substantially exceed the net tangible book value per share of our ordinary shares immediately after this offering. Therefore, if you purchase the ADSs in this offering, you would suffer, as of                            , immediate dilution of $                per ADS, or $          if the underwriters exercise their option to purchase additional ADSs in full, in net tangible book value after giving effect to the sale of        ADSs in this offering at an initial public offering price of $            , which is the midpoint of the price range set forth on the cover page of this prospectus. In addition, if outstanding options to purchase our ordinary shares are exercised in the future, you will experience additional dilution. For example, if the (i) 8,327,747 ordinary shares issuable upon exercise of options at a weighted average exercise price of $0.91 per share, (ii) 26,089,573 ordinary shares issuable upon exercise of investor warrants at a weighted average exercise price of $1.24 per share, (iii) 1,294,293 ordinary shares issuable upon the vesting of RSUs in return for which recipients are required to pay a weighted average of $0.09 per share, (iv) 6,359,480 ordinary shares issuable upon vesting of merger warrants with no exercise price, (v) 5,445,764 ordinary shares issuable upon the exercise of rights granted to investors at a weighted average exercise price of $0.23 per share and (vi) 1,925,000 ordinary shares issuable upon exercise of warrants underlying rights granted to investors at a weighted average exercise price of $1.21 per share, each outstanding as of February 17, 2021, are all exercised and/or issued in full, you would suffer, as of                  , immediate dilution of $      per ADS in net tangible book value after giving effect to the sale of        ADSs in this offering at an initial public offering price of $            , which is the midpoint of the price range set forth on the cover page of this prospectus.
 
The ADS price may be volatile, and you may lose all or part of your investment.
 
The initial public offering price for the ADSs sold in this offering will be determined by negotiation between us and the representative of the underwriters. This price may not reflect the market price of the ADSs following this offering and the price of the ADSs may decline. In addition, the market price of the ADSs could be highly volatile and may fluctuate substantially as a result of many factors, including:
 
•
changes in the prices of our raw materials or the products manufactured in factories using our technologies;
 
•
the trading volume of the ADSs;
 
•
the effects of the COVID-19 pandemic;
 
•
general economic, market and political conditions, including negative effects on consumer confidence and spending levels that could indirectly affect our results of operations;
 
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•
actual or anticipated fluctuations in our financial condition and operating results, including fluctuations in our quarterly and annual results;
 
•
announcements by us or our competitors of innovations, other significant business developments, changes in distributor relationships, acquisitions or expansion plans;
 
•
announcement by competitors or new market entrants of their entry into or exit from the alternative protein market;
 
•
overall conditions in our industry and the markets in which we intend to operate;
 
•
market conditions or trends in the packaged food sales industry that could indirectly affect our results of operations;
 
•
addition or loss of significant customers or other developments with respect to significant customers;
 
•
adverse developments concerning our manufacturers and suppliers;
 
•
changes in laws or regulations applicable to our products or business;
 
•
our ability to effectively manage our growth and market expectations with respect to our growth, including relative to our competitors;
 
•
changes in the estimation of the future size and growth rate of our markets;
 
•
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
 
•
additions or departures of key personnel;
 
•
competition from existing products or new products that may emerge;
 
•
issuance of new or updated research or reports about us or our industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;
 
•
variance in our financial performance from the expectations of market analysts;
 
•
our failure to meet or exceed the estimates and projections of the investment community or that we may otherwise provide to the public;
 
•
fluctuations in the valuation of companies perceived by investors to be comparable to us;
 
•
disputes or other developments related to proprietary rights, including patents, and our ability to obtain intellectual property protection for our products;
 
•
litigation or regulatory matters;
 
•
announcement or expectation of additional financing efforts;
 
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•
our cash position;
 
•
sales and short-selling of the ADSs;
 
•
our issuance of equity or debt;
 
•
changes in accounting practices;
 
•
ineffectiveness of our internal controls;
 
•
negative media or marketing campaigns undertaken by our competitors or lobbyists supporting the conventional meat industry;
 
•
the public’s response to publicity relating to the health aspects or nutritional value of products to be manufactured in factories using our technologies; and
 
•
other events or factors, many of which are beyond our control.
 
In addition, the stock markets have experienced extreme price and volume fluctuations. Broad market and industry factors may materially harm the market price of the ADSs, regardless of our operating performance. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes, tariffs, international currency fluctuations, or the effects of disease outbreaks or pandemics (such as the COVID-19 pandemic), may negatively impact the market price of the ADSs. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted.
 
Our shares will be listed for trading on more than one stock exchange, and this may result in price variations.
 
Our ordinary shares are currently traded on the TASE and following the offering, the ADSs, representing our ordinary shares, will be listed for trading on the Nasdaq Capital Market, or Nasdaq. This may result in price variations. The ADSs and ordinary shares will be traded on these markets in different currencies, U.S. dollars on Nasdaq and NIS on the TASE. These markets have different opening and closing times and close on different days. Different trading times and differences in exchange rates, among other factors, may result in our shares being traded at a price differential on these two markets. In addition, market influences in one market may influence the price at which our shares are traded on the other.
 
We have broad discretion as to the use of the net proceeds from our U.S. initial public offering and may not use such proceeds effectively.
 
We currently intend to use the net proceeds from this offering to develop commercial technologies to manufacture alternative foods, including potential acquisitions of other companies whose technologies are complementary or synergistic to our own, such as our purchase of Peace of Meat, as described herein in “Business”, and for general corporate purposes, including working capital requirements. For more information, see “Use of Proceeds.” However, our management will have broad discretion in the application of the net proceeds. Our shareholders may not agree with the manner in which our management chooses to allocate the net proceeds from this offering. The failure by our management to apply these funds effectively could have an adverse impact on our business, financial condition and results of operation. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income.
 
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If equity research analysts do not publish research or reports about our business or if they issue inaccurate or unfavorable commentary or downgrade the ADSs, the price of the ADSs and trading volume could decline.
 
The trading market for the ADSs depends in part on the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us ceases coverage of our company or fails to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause the price of the ADSs or their trading volume to decline. Moreover, if any of the analysts who cover us downgrade the ADSs or issue an adverse or misleading opinion regarding us, our business model or our stock performance, or if our operating results fail to meet the expectations of the investor community, the price of the ADSs could decline.
 
The market price of the ADSs could be negatively affected by future sales of the ADSs.
 
Immediately after this offering, there will be          ordinary shares and           ADSs outstanding, including 6,359,480 ordinary shares underlying merger warrants with no exercise price issued to MeaTech shareholders in connection with the Merger, and vesting, inter alia, upon completion of all the conditions required for listing our securities on a stock exchange outside Israel (for further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Merger”). Sales by us or our shareholders of a substantial number of our ordinary shares or ADSs in the public markets following this offering, or the perception that these sales might occur, could cause the market price of the ADSs to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities. Of our issued and outstanding shares, all of the ADSs sold in this offering will be freely transferable, except for any shares held by our “affiliates,” as that term is defined in Rule 144 under the Securities Act of 1933, as amended, or Rule 144.
 
Following the closing of this offering, approximately          of our outstanding ordinary shares and ADSs will be beneficially owned by shareholders, including members of management and our board of directors, that have agreed with the underwriters that, subject to limited exceptions, for a period of 180 days after the date of this prospectus, they will not directly or indirectly offer, pledge, sell, contract to sell, sell any option or contract to purchase or otherwise dispose of any ordinary shares, ADSs or any securities convertible into or exercisable or exchangeable for ordinary shares or ADSs, or in any manner transfer all or a portion of the economic consequences associated with the ownership of ordinary shares or ADSs, or cause a registration statement covering any ADSs to be filed, without the prior written consent of the underwriters, which may, in their sole discretion and at any time without notice, release all or any portion of the shares subject to the corresponding lock-up agreements. After the expiration of the lock-up period, these shares can be resold into the public markets in accordance with the requirements of Rule 144, subject to certain volume and manner of sale limitations.
 
Following the expiration of the lock-up restrictions described above, the number of ordinary shares and ADSs that are potentially available for sale in the open market will increase materially, which could make it harder for the value of our ordinary shares and ADSs to appreciate unless there is a corresponding increase in demand for our ordinary shares and ADSs. This increase in available shares could cause the value of your investment in the ADSs to decline.
 
In addition, a sale by the company of additional ordinary shares, ADSs or similar securities, or securities convertible or exchangeable into ordinary shares or ADSs, in order to raise capital might have a similar negative impact on the share price of our ordinary shares. A decline in the price of our ordinary shares or ADSs might impede our ability to raise capital through the issuance of additional ordinary shares, ADSs or other equity securities, and may cause you to lose part or all of your investment in our ordinary shares or ADSs.

39
 
We have never paid dividends on our share capital and we do not intend to pay dividends for the foreseeable future.
 
We have never declared or paid any dividends on our share capital and do not intend to pay any dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development and growth of our business and for general corporate purposes. Accordingly, any gains from an investment in the ADSs will depend on price appreciation of the ADSs, which may never occur. In addition, Israeli law limits our ability to declare and pay dividends, and may subject our dividends to certain Israeli withholding taxes.
 
You may not receive the same distributions or dividends as those we make to the holders of our ordinary shares, and, in some limited circumstances, you may not receive dividends or other distributions on our ordinary shares and you may not receive any value for them, if it is illegal or impractical to make them available to you.
 
The depositary for the ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities underlying the ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act of 1933, as amended, or the Securities Act, but that are not properly registered or distributed under an applicable exemption from registration. In addition, conversion into U.S. dollars from foreign currency that was part of a dividend made in respect of deposited ordinary shares may require the approval or license of, or a filing with, any government or agency thereof, which may be unobtainable. In these cases, the depositary may determine not to distribute such property and hold it as “deposited securities” or may seek to affect a substitute dividend or distribution, including net cash proceeds from the sale of the dividends that the depositary deems an equitable and practicable substitute. We have no obligation to register under U.S. securities laws any ADSs, ordinary shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, ordinary shares, rights or anything else to holders of ADSs. In addition, the depositary may deduct from such dividends or distributions its fees and may withhold an amount on account of taxes or other governmental charges to the extent the depositary believes it is required to make such withholding. These restrictions may cause a material decline in the value of the ADSs.
 
The deposit agreement may be amended or terminated without your consent.
 
We and the depositary may amend or terminate the deposit agreement without your consent. Holders of the ADSs are entitled to a prior notice in the event of a materially prejudicial amendment or termination thereof or if the amendment adds or increases fees or charges. If you continue to hold your ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

The deposit agreement may be terminated at any time upon prior written notice to holders of the ADSs. Upon the termination of the deposit agreement, our company will be discharged from all obligations under the deposit agreement except for its obligations to the depositary thereunder. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. After the termination date and before the depositary sells all of the securities, the depositary may refuse to accept a surrender of ADSs by a holder for the purpose of withdrawing deposited securities if it would interfere with the selling process. During this time, the depositary will not be required to register any transfer or ADSs or distribute any dividends or other distributions, give any notices or perform any other duties under the deposit agreement.

40

Holders or beneficial owners of the ADSs have limited recourse if we or the depositary fail to meet our respective obligations under the deposit agreement or if they wish us or the depositary to participate in legal proceedings.
 
The deposit agreement expressly limits our obligations and liability and those of the depositary. We and the depositary:
 
•
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
 
•
are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;
 
•
are not liable if we exercise or it exercises discretion permitted under the deposit agreement;
 
•
are not liable for the inability of any holder of the ADSs to benefit from any distribution on deposited securities that is not made available to holders of the ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
 
•
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on behalf of the holders of the ADSs or any other person;
 
•
are not liable for the acts or omissions of any securities depositary, clearing agency or settlement system; and
 
•
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.
 
These provisions of the deposit agreement limit the ability of holders of the ADSs to obtain recourse if we or the depositary fail to meet our respective obligations under the deposit agreement or if they wish us or the depositary to participate in a legal proceeding.
 
ADS holders may not be entitled to a jury trial with respect to claims arising under the deposit agreement, which could augur less favorable results to the plaintiff(s) in any such action.
 
The deposit agreement governing the ADSs representing our ordinary shares provides that holders and beneficial owners of ADSs irrevocably waive the right to a trial by jury in any legal proceeding arising out of or relating to the deposit agreement or the ADSs, including claims under federal securities laws, against us or the depositary to the fullest extent permitted by applicable law. If this jury trial waiver provision is prohibited by applicable law, an action could nevertheless proceed under the terms of the deposit agreement with a jury trial. To our knowledge, the enforceability of a jury trial waiver under the federal securities laws has not been finally adjudicated by a federal court, and holders of the ADSs are not able to waive our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder. However, we believe that a jury trial waiver provision is generally enforceable under the laws of the State of New York, which govern the deposit agreement, by a court of the State of New York or a federal court, which have non-exclusive jurisdiction over matters arising under the deposit agreement, applying such law. In determining whether to enforce a jury trial waiver provision, New York courts and federal courts will consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party has knowingly waived any right to trial by jury. We believe that this is the case with respect to the deposit agreement and the ADSs. In addition, New York courts will not enforce a jury trial waiver provision in order to bar a viable setoff or counterclaim sounding in fraud or one that is based upon a creditor’s negligence in failing to liquidate collateral upon a guarantor’s demand, or in the case of an intentional tort claim (as opposed to a contract dispute), none of which we believe are applicable in the case of the deposit agreement or the ADSs. No condition, stipulation or provision of the deposit agreement or ADSs serves as a waiver by any holder or beneficial owner of ADSs or by us or the depositary of compliance with any provision of the federal securities laws. If you or any other holder or beneficial owner of ADSs brings a claim against us or the depositary in connection with matters arising under the deposit agreement or the ADSs, you or such other holder or beneficial owner may not be entitled to a jury trial with respect to such claims, which may have the effect of limiting and discouraging lawsuits against us and/or the depositary. If a lawsuit is brought against us and/or the depositary under the deposit agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may augur different results than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in any such action, depending on, among other things, the nature of the claims, the judge or justice hearing such claims, and the venue of the hearing.
 
41
 
As the jury trial waiver relates to claims arising out of or relating to the ADSs or the deposit agreement, we believe that the waiver would likely continue to apply to ADS holders or beneficial owners who withdraw the ordinary shares from the ADS facility with respect to claims arising before the cancellation of the ADSs and the withdrawal of the ordinary shares, and the waiver would likely not apply to ADS holders or beneficial owners who subsequently withdraw the ordinary shares represented by ADSs from the ADS facility with respect to claims arising after the withdrawal. However, to our knowledge, there has been no case law on the applicability of the jury trial waiver to ADS holders or beneficial owners who withdraw the ordinary shares represented by the ADSs from the ADS facility.

ADS holders do not have the same rights as our shareholders.
 
ADS holders do not have the same rights as our shareholders.  For example, ADS holders may not attend shareholders’ meetings or directly exercise the voting rights attaching to the ordinary shares underlying their ADSs.  ADS holders may vote only by instructing the depositary to vote on their behalf.  If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you.  Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote.  For instructions to be valid, they must reach the depositary by a date set by the depositary.   The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote the deposited ordinary shares as instructed by ADS holders.  If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.  Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the ordinary shares.  However, you may not know about the meeting enough in advance to withdraw the ordinary shares.  We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares.  In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions.  This means that you may not be able to exercise voting rights and there may be nothing you can do if your ordinary shares are not voted as you requested.  In addition, ADS holders have no right to call a shareholders’ meeting.
 
You may be subject to limitations on transfer of your ADSs.
 
Your ADSs will be transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement.
 
RISKS RELATED TO BEING A PUBLICLY-TRADED COMPANY
 
We will incur significant additional increased costs as a result of the listing of the ADSs for trading on the Nasdaq and thereby becoming a public company in the United States as well as in Israel, and our management will be required to devote substantial additional time to new compliance initiatives as well as to compliance with ongoing U.S. and Israeli reporting requirements.
 
Upon the successful completion of this offering and the listing of the ADSs on the Nasdaq, we will become a publicly traded company in the United States. As a public company in the United States, we will incur additional significant accounting, legal and other expenses that we did not incur before the offering. We also anticipate that we will incur costs associated with corporate governance requirements of the SEC and the Nasdaq, as well as requirements under Section 404 and other provisions of the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal and financial compliance costs, introduce new costs such as investor relations, stock exchange listing fees and shareholder reporting, and to make some activities more time consuming and costly. The implementation and testing of such processes and systems may require us to hire outside consultants and incur other significant costs. Any future changes in the laws and regulations affecting public companies in the United States, including Section 404 and other provisions of the Sarbanes-Oxley Act, and the rules and regulations adopted by the SEC and the Nasdaq, for so long as they apply to us, will result in increased costs to us as we respond to such changes. These laws, rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers.
 

42
 
Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have an adverse impact on our business, results of operation or financial condition. In addition, current and potential shareholders could lose confidence in our financial reporting, which could have an adverse impact on the price of the ADSs.
 
Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We will be required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act, which requires annual management assessments of the effectiveness of our internal controls over financial reporting. In addition, if we fail to maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404. If we cannot provide reliable financial reports or prevent fraud, our operating results could be harmed. Disclosing deficiencies or weaknesses in our internal controls, failing to remediate these deficiencies or weaknesses in a timely fashion or failing to achieve and maintain an effective internal control environment may cause investors to lose confidence in our reported financial information, which could have an adverse impact on the price of the ADSs and subject us to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal controls over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.
 
As an “emerging growth company” under the JOBS Act, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements, which could make the ADSs less attractive to investors.
 
For as long as we are deemed an emerging growth company, we are permitted to and intend to take advantage of specified reduced reporting and other regulatory requirements that are generally unavailable to other public companies, including:
 
•
an exemption from the auditor attestation requirement in the assessment of our internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act; and
 
•
an exemption from compliance with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about our audit and our financial statements.
 
In addition, Section 107 of the JOBS Act provides that an emerging growth company can use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Given that we currently report and expect to continue to report under IFRS as issued by the IASB, we have elected not to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
 
We will be an emerging growth company until the earliest of: (i) the last day of the fiscal year during which we had total annual gross revenues of $1.07 billion or more, (ii) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt, (iii) the last day of the fiscal year following the fifth anniversary of this offering or (iv) the date on which we are deemed to be a large accelerated filer as defined in SEC rules.
 
We cannot predict if investors will find the ADSs less attractive because we may rely on these exemptions. If some investors find the ADSs less attractive as a result, there may be a less active trading market for the ADSs and the market price of the ADSs may be more volatile.
 
43
 
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
We make expressed and implied forward-looking statements in this prospectus that are subject to risks and uncertainties. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases, you can identify forward-looking statements by terminology such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other similar expressions. Forward-looking statements are based on information we have when those statements are made or our management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Forward-looking statements contained in this prospectus include, but are not limited to:
 
•
our estimates regarding our expenses, future revenue, capital requirements and needs for additional financing;
 
•
our expectations regarding the success of our cultured meat manufacturing technologies we are developing, which will require significant additional work before we can potentially launch commercial sales;
 
•
our research and development activities associated with technologies for cultured meat manufacturing, including three-dimensional meat production, which involves a lengthy and complex process;
 
•
our expectations regarding the timing for the potential commercial launch of our cultured meat technologies;
 
•
our ability to successfully manage our planned growth;
 
•
the potential business or economic disruptions caused by the COVID-19 pandemic;
 
•
the competitiveness of the market for our cultured meat technologies;
 
•
our ability to enforce our intellectual property rights and to operate our business without infringing, misappropriating, or otherwise violating the intellectual property rights and proprietary technology of third parties;
 
•
our ability to predict and timely respond to preferences for alternative proteins and cultured meats and new trends;
 
•
our ability to attract, hire and retain qualified employees and key personnel; and
 
•
other risks and uncertainties, including those listed in the section titled “Risk Factors.”
 
The preceding list is not intended to be an exhaustive list of any forward-looking statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results to differ materially from the results expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under “Risk Factors” in this prospectus.
 
The forward-looking statements contained in this prospectus are based upon information available to our management as of the date of this prospectus and, while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. The forward-looking statements contained in this prospectus are expressly qualified in their entirety by this cautionary statement. Except as required by law, we undertake no obligation to update publicly any forward-looking statements after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

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USE OF PROCEEDS
 
We estimate that our net proceeds from this offering will be approximately $          , or approximately $          if the underwriters exercise in full their option to purchase additional ADSs, based on an assumed initial public offering price of $          per ADS, which represents the midpoint of the range set forth on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds we receive from this offering by $                  , assuming that the number of ADSs offered, as set forth on the cover page of this prospectus, remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses. Each increase (decrease) of              in the number of ADSs we are offering would increase (decrease) the net proceeds to us from this offering by approximately $, assuming no change in the assumed initial public offering price per ADS.
 
We intend to use the net proceeds from this offering to advance our program to develop commercial technologies to manufacture alternative foods, including potential acquisitions of other companies whose technologies are complementary or synergistic to our own, such as our purchase of Peace of Meat, as described herein in “Business”, and for working capital and general corporate purposes.
 
Our expected use of net proceeds from this offering represents our current intentions based on our present plans and business condition, which could change in the future as our plans and business conditions evolve. As of the date of this prospectus, we cannot predict with certainty any or all of the particular uses for the net proceeds to be received upon the closing of this offering, or the amounts, if any, that we will actually spend on the uses set forth above. The amounts and timing of our actual use of the net proceeds may vary depending on numerous factors, including our ability to obtain additional financing and changes we may make to our development plan. As a result, our management will have broad discretion in the application of the net proceeds, which may include uses not set forth above, and investors will be relying on our judgment regarding the application of the net proceeds from this offering.
 
Pending our use of proceeds from this offering, we plan to invest the net proceeds from this offering in a variety of investment-grade instruments and/or to hold such proceeds as cash or interest-bearing deposits, in the currencies in which we expect to make payment.
 

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DIVIDEND POLICY
 
We have never declared or paid any cash dividends on our shares and we anticipate that, for the foreseeable future, we will retain any future earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends for at least the next several years.
 
The distribution of dividends may also be limited by the Companies Law, which permits the distribution of dividends only out of retained earnings or earnings derived over the two most recent fiscal years, whichever is higher, provided that there is no reasonable concern that payment of a dividend will prevent a company from satisfying its existing and foreseeable obligations as they become due. As of June 30, 2020, we did not have distributable earnings pursuant to the Companies Law. Dividend distributions may be determined by our board of directors, as our articles of association do not provide that such distributions require shareholder approval.
 

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CAPITALIZATION
 
The following table sets forth our total capitalization as of June 30, 2020, as follows:
 
•
on an actual basis;
 

•
on a pro forma basis to give effect to (i) private placements of our securities in August 2020 and December 2020, in which we received $5.6 million and $6.4 million, respectively, in immediate aggregate net proceeds and (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity consideration of 4,070,766 ordinary shares; and
 
•
on a pro forma as adjusted basis to give further effect to the issuance and sale of ADSs in this offering at an assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.
 
You should read this information in conjunction with our consolidated financial statements and the related notes appearing elsewhere in this prospectus, as well as the sections of this prospectus titled “Selected Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 

 
As of June 30, 2020
 
     Actual      Pro Forma     Pro Forma As Adjusted(1)  
    (USD, in thousands, except share data)
 
Ordinary shares, no par value: 1,000,000,000 shares authorized, 60,071,351 shares issued and outstanding (actual); 76,225,877 shares issued and outstanding (pro forma);       shares issued and outstanding (pro forma as adjusted)
 
$
—
   
$
—
     
 
Share capital and premium
   
18,497
     

22,485

     
 
Capital reserves
   
1,348
     
1,348
     
 
Currency translation differences reserve
    —
     
(57
)
       
Accumulated deficit
   
(13,389
)
   
(13,389
)
   
 
Total shareholders’ capital equity
 
$
6,456
   
$
10,387
     
 

(1)
A $1.00 increase (decrease) in the assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total equity and total capitalization by approximately $          , assuming that the number of ADSs offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. Each increase (decrease) of              in the number of ADSs we are offering would increase (decrease) each of our pro forma as adjusted total shareholders’ equity and total capitalization by approximately $, assuming no change in the assumed initial public offering price per ADS, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.
 
The outstanding share information in the table above as of June 30, 2020 excludes:
 
•
5,481,111 ordinary shares issuable upon exercise of options outstanding as of June 30, 2020 at a weighted average exercise price of $0.74 per share;
 
•
12,491,144 ordinary shares issuable upon exercise of investor warrants outstanding as of June 30, 2020 at a weighted average exercise price of $0.93 per share;
 
•
1,527,743 ordinary shares issuable upon the vesting of RSUs outstanding as of June 30, 2020, in return for which recipients are required to pay a weighted average of $0.09 per share; and
 
•
12,718,960 ordinary shares issuable upon vesting of merger warrants that had been granted and remained outstanding as of June 30, 2020 with no exercise price.

47
 
DILUTION
 
If you invest in the ADSs in this offering, your ownership interest will be immediately diluted to the extent of the diffeence between the initial public offering price per ADS and the pro forma net tangible book value per ADS after this offering. Dilution results from the fact that the attributed initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares. Our consolidated net tangible book value as of June 30, 2020 was $6.5 million, or $0.11 per ordinary share or $per ADS (using the ratio ofordinary shares to one ADS).

 Consolidated net tangible book value per ordinary share or ADS was calculated by:
 
•
subtracting our consolidated liabilities from our consolidated tangible assets; and
 
•
dividing the difference by the number of ordinary shares or ADSs outstanding, as applicable.
 
                After giving effect to (i) an aggregate 12,083,760 ordinary shares issued to certain investors in August, 2020 and December, 2020 in private placements, and (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity consideration of 4,070,766 ordinary shares, our consolidated pro forma net tangible book value as of June 30, 2020 was $12.8 million, or $0.17 per ordinary share or $          per ADS (using the ratio of           ordinary shares to one ADS). The adjustments made to determine our consolidated pro forma net tangible book value were calculated based on an increase in consolidated tangible assets to reflect the net proceeds of such pro forma adjustments and an associated pro forma increase in ordinary shares outstanding.

      After giving further effect to adjustments relating to this offering, our consolidated pro forma as adjusted net tangible book value on June 30, 2020, would have been approximately $        , equivalent to $        per ordinary share or $        per ADS. The adjustments made to determine our consolidated pro forma adjusted net tangible book value are as follows:

•
an increase in consolidated tangible assets to reflect the net proceeds of this offering received by us as described under “Use of Proceeds”; and

•
the issuance of the ADSs in this offering, assuming an initial public offering price of $          per ADS, which represents the midpoint of the price range set forth on the cover page of this prospectus.

The following table illustrates the immediate increase in our consolidated net tangible book value of $          per ADS and the immediate dilution to new investors:

Assumed initial public offering price per ADS          
 
$
   
Consolidated net tangible book value per ADS as of June 30, 2020          
 
$
   
Increase in consolidated net tangible book value per ADS attributable to the pro forma adjustments described above
 
$
   
Pro forma net tangible book value per ADS          
 
$
   
Increase in consolidated net tangible book value per ADS attributable to this offering          
 
$
   
Pro forma as adjusted net tangible book value per ADS after this offering          
 
$
   
Dilution per ADS to new investors          
 
$
   
Percentage of dilution per ADS to new investors          
 
%
 

              Each $1.00 increase (decrease) in the assumed initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted consolidated net tangible book value by $          per ADS and would increase (decrease) the dilution to new investors in this offering by $          per ADS, assuming that the number of ADSs offered remains the same and after deducting underwriting discounts and commissions and estimated offering expenses. Each increase of                 in the number of ADSs we are offering would increase (decrease) our pro forma as adjusted consolidated net tangible book value by $per ADS and would increase (decrease) dilution to investors in this offering by $          per ADS, assuming no change in the assumed initial public offering price per ADS, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
 
48

         If the underwriters’ option to purchase additional ADSs from us is exercised in full, and assuming an initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted consolidated net tangible book value would be $                    per ADS and the dilution to new investors in this offering would be $          per ADS, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

If the (i) 8,327,747 ordinary shares issuable upon exercise of options at a weighted average exercise price of $0.91 per share, (ii) 26,089,573 ordinary shares issuable upon exercise of investor warrants at a weighted average exercise price of $1.24 per share, (iii) 1,294,293 ordinary shares issuable upon the vesting of RSUs in return for which recipients are required to pay a weighted average of $0.09 per share, (iv) 6,359,480 ordinary shares issuable upon vesting of merger warrants with no exercise price, (v) 5,445,764 ordinary shares issuable upon the exercise of rights granted to investors at a weighted average exercise price of $0.23 per share and (vi) 1,925,000 ordinary shares issuable upon exercise of warrants underlying rights granted to investors at a weighted average exercise price of $1.21 per share, each outstanding as of February 17, 2021, are all exercised and/or issued in full, and assuming an initial public offering price of $per ADS, the midpoint of the price range set forth on the cover page of this prospectus, our pro forma as adjusted net tangible book value would be $ per ADS and the dilution to new investors in this offering would be $ per ADS, after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
 
The table below summarizes, on a pro forma as adjusted basis giving effect to (i) an aggregate 12,083,760 ordinary shares issued to certain investors in August 2020 and December 2020 in private placements and (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity consideration of 4,070,766 ordinary shares, the differences for our existing shareholders and new investors in this offering, with respect to the number of ADSs purchased from us, the total consideration paid to us and the average per ADS price paid in this offering in the purchase of the ADSs from us, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. The total number of ADSs does not include ADSs issuable upon the exercise of the option granted to the underwriters.
 
 
 
ADSs purchased
   
Total consideration
    Average
price per
share 		 
 
 
Number
   
%
    Amount     %
       
 
                             
Existing shareholders
   
     
     
     
     
 
New investors    
     
     
     
     
 
Total    
     
     
     
     
 

Each $1.00 increase (decrease) in the assumed initial public offering price of $          per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $          million and would increase (decrease) the percentage of total consideration paid by new investors by           percentage points, assuming that the number of ADSs offered remains the same. Each increase of           in the number of ADSs we are offering would increase (decrease) the total consideration paid by new investors by $          million and would increase (decrease) the percentage of total consideration paid by new investors by           percentage points, assuming no change in the assumed initial public offering price per ADS.

  If the underwriters exercise their option to purchase additional ADSs in full, the total consideration paid by new investors and the average price per ADS paid by new investors would be approximately $          and $          per ADS, respectively

The table below summarizes, on a pro forma as adjusted basis (i) giving effect to an aggregate 12,083,760 ordinary shares issued to certain investors in August 2020 and December 2020 in private placements, (ii) our acquisition of the outstanding securities of Peace of Meat, in return for net cash consideration (i.e., closing cash consideration less the cash and cash equivalents owned by Peace of Meat) of €3.8 million ($4.3 million) and closing equity consideration of 4,070,766 ordinary shares and (iii) assuming the exercise and/or issuance in full of (a) 8,327,747 ordinary shares issuable upon exercise of options at a weighted average exercise price of $0.91 per share, (b) 26,089,573 ordinary shares issuable upon exercise of investor warrants at a weighted average exercise price of $1.24 per share, (c) 1,294,293 ordinary shares issuable upon the vesting of RSUs in return for which recipients are required to pay a weighted average of $0.09 per share, (d) 6,359,480 ordinary shares issuable upon vesting of merger warrants with no exercise price, (e) 5,445,764 ordinary shares issuable upon the exercise of rights granted to investors at a weighted average exercise price of $0.23 per share and (f) 1,925,000 ordinary shares issuable upon exercise of warrants underlying rights granted to investors at a weighted average exercise price of $1.21 per share, each outstanding as of February 17, 2021, the differences for our existing shareholders and new investors in this offering, with respect to the number of ADSs purchased from us, the total consideration paid to us and the average per ADS price paid in this offering in the purchase of the ADSs from us, before deducting underwriting discounts and commissions and estimated offering expenses payable by us. The total number of ADSs does not include ADSs issuable upon the exercise of the option granted to the underwriters.

 
 
ADSs purchased
   
Total consideration
    Average
price per
share 		 
 
 
Number
   
%
    Amount     %
       
 
                             
Existing shareholders
   
     
     
     
     
 
New investors    
     
     
     
     
 
Total    
     
     
     
     
 
 
Each $1.00 increase (decrease) in the assumed initial public offering price of $           per ADS, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid by new investors by $           million and would increase (decrease) the percentage of total consideration paid by new investors by          percentage points, assuming that the number of ADSs offered remains the same. Each increase of           in the number of ADSs we are offering would increase (decrease) the total consideration paid by new investors by $           million and would increase (decrease) the percentage of total consideration paid by new investors by percentage points, assuming no change in the assumed initial public offering price per ADS.

If the underwriters exercise their option to purchase additional ADSs in full, the total consideration paid by new investors and the average price per ADS paid by new investors would be approximately $           and $           per ADS, respectively.
 
The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of the ADSs and other terms of this offering determined at pricing.


49

SELECTED CONSOLIDATED FINANCIAL DATA
 
The following tables set forth the following summary consolidated financial data:
 
• Our selected consolidated statements of comprehensive loss for the eight-month period from the inception of MeaTech ended December 31, 2018 and the year ended December 31, 2019 and our selected consolidated statement of financial position as of December 31, 2019, which have been derived from our audited consolidated financial statements included elsewhere in this prospectus.
 
• Our selected consolidated statements of comprehensive loss for the six-month periods ended June 30, 2020 and 2019 and our selected consolidated statement of financial position as of June 30, 2020, which have been derived from our unaudited consolidated financial statements included elsewhere in this prospectus.
 
• Selected statement of comprehensive loss of Peace of Meat for the six-month period from its inception ended February 29, 2020, which has been derived from Peace of Meat’s audited financial statements included elsewhere in this prospectus.
 
• Selected statement of comprehensive loss of Peace of Meat for the six months ended August 31, 2020 and a selected consolidated statement of financial position of Peace of Meat as of August 31, 2020, which have been derived from Peace of Meat’s unaudited interim financial statements included elsewhere in this prospectus.
 
You should read the following selected consolidated financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.
 
The unaudited interim financial statements were prepared on a basis consistent with the audited financial statements and include, in the opinion of each company’s respective management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of the financial information set forth in those statements. Historical results are not necessarily indicative of the results that may be expected in the future. Our financial statements, and those of Peace of Meat, have been prepared in accordance with IFRS, as issued by the IASB, which differ in certain significant respects from U.S. GAAP.

Although our functional currency is the NIS, we report our financial results in U.S. dollars. Peace of Meat reports its financial results in its functional currency of Euros.
 
Our summary consolidated financial statements are derived from the financial statements of Meat-Tech 3D. Although legally Meat-Tech 3D is the acquirer of all of the outstanding shares of MeaTech, pursuant to the Merger described elsewhere in this prospectus, the shareholders of MeaTech received the majority of the voting rights in Meat-Tech 3D and the ability to determine its financial and operational policy; the management of MeaTech continues to serve as the management of Meat-Tech 3D; and at the time of completing the Merger, Meat-Tech 3D (then Ophectra) was a company without significant business operations. The Merger therefore did not constitute a business acquisition as defined in IFRS 3, but it was determined that MeaTech is the acquirer of the business for accounting purposes. Therefore, the Merger was treated as a reverse acquisition that does not constitute a business combination. Accordingly, our consolidated financial statements and financial data included herein for all periods through and including December 31, 2019 were adjusted retroactively to reflect the financial statements of MeaTech (now called Chicken Meat-Tech Ltd.), other than the information concerning earnings per share, which is presented according to the equity information of Meat-Tech 3D (then called Ophectra), and  our consolidated financial statements and financial data included herein from January 1, 2020 onward relate to Meat-Tech 3D.
 
50

 
Six Months Ended June 30,
   
Year Ended
December 31,
   
Eight-Month Period Ended December 31,
 
 
2020
   
2019
   
2019
   
2018
 
Consolidated Statement of Income:
 
(USD, in thousands, except per share data)
 
Revenues          
   
-
     
-
     
-
     
51
 
Expenses:
                               
Research and development expenses
   
850
     
14
     
166
     
-
 
General and administrative expenses          
   
2,006
     
38
     
256
     
53
 
Public listing expenses
   
10,164
     
-
     
-
     
-
 
Operating loss
   
13,020
     
52
     
422
     
2
 
Financing expense (income), net
   
(56
)
   
-
     
1
     
-
 
Loss for the period
   
12,964
     
52
     
423
     
2
 
Loss per ordinary share without par value
   
0.262
     
0.003
      0.022      
0
 
Weighted average number of ordinary shares outstanding, basic and diluted
   
49,476,813
      14,919,810       19,484,478       14,919,810  
 
Earnings or loss per share for periods prior to the closing date of the Merger were calculated by dividing the weighted average of Meat-Tech 3D’s ordinary shares that were outstanding during the corresponding periods, into the loss or earnings of MeaTech in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of Meat-Tech 3D were issued in return for ordinary shares of MeaTech. Subsequent to the Merger date, the weighted average of the ordinary shares used in calculating the earnings or loss per share is that of Meat-Tech 3D.
 
 
As of
June 30,
   
As of
December 31,
 
 
2020
   
2019
   
2019
   
2018
 
Consolidated Statements of Financial Position Data:
 
(USD, in thousands)
 
Cash and cash equivalents
 
$
5,201
   
$
5
   
$
1,274
   
$
31
 
Total assets
   
7,064
     
8
     
1,987
     
35
 
Total liabilities
   
608
     
49
     
496
     
37
 
Total shareholders’ equity
 
$
6,456
   
$
(41
)
 
$
1,491
   
$
(2
)

51
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
  The following unaudited pro forma condensed consolidated financial information is based upon our historical financial statements after giving effect to the acquisition of Peace of Meat. The unaudited pro forma condensed consolidated statements of financial position as of June 30, 2020, combine the historical statement of our financial position, giving effect to the acquisition of Peace of Meat, as if it had been completed on June 30, 2020. Since the acquisition of Peace of Meat occurred subsequent to June 30, 2020, our historical statement of financial position does not yet include the effects of that acquisition and, therefore, certain pro forma adjustments are necessary to present the unaudited pro forma condensed consolidated statement of financial position.
 
         The unaudited pro forma condensed consolidated statements of loss and comprehensive loss for the six months ended June 30, 2020 and the year ended December 31, 2019 give effect to the acquisition of Peace of Meat as if it had occurred on January 1, 2019.
 
         Peace of Meat previously had a fiscal year end of February 28 (February 29 in leap years), which differed from our fiscal year end of December 31. Accordingly, for purposes of the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the year ended December 31, 2019, the historical Peace of Meat amounts combine Peace of Meat’s historical consolidated statement of income for the period ended February 29, 2020. Likewise, for purposes of the unaudited pro forma condensed consolidated statement of loss and comprehensive loss for the six months ended June 30, 2020, the historical Peace of Meat amounts combine Peace of Meat’s historical unaudited consolidated statement of income for the six months ended August 31, 2020.
 
         The following unaudited pro forma condensed consolidated financial information and related notes present our historical financial information and that of Peace of Meat, adjusted to give pro forma effect to events that are (i) directly attributable to the acquisition, (ii) factually supportable and (iii) with respect to the unaudited pro forma condensed consolidated statements of income, expected to have a continuing impact on the consolidated results. The unaudited pro forma condensed consolidated financial information should be read in conjunction with our separate audited consolidated financial statements, and our separate unaudited condensed interim consolidated financial statements and the related respective notes, included elsewhere in this prospectus.
 
         The pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position or intended to project future financial position or results of the consolidated company. The pro forma adjustments represent our management’s best estimates, and are based upon information currently available and certain assumptions that we believe are reasonable under the circumstances. Future results of the consolidated company may vary significantly from the results reflected because of various factors, including those discussed in “Risk Factors.” Please refer to the footnotes to the unaudited pro forma condensed consolidated financial information for more information on the basis of preparation.
 
Description of the Transaction

         The aggregate consideration of the transaction wherein we acquired all of the outstanding shares of Peace of Meat, or the Transaction, is comprised of the following components:

 
-
Closing consideration, or the Closing Consideration, comprised of €4.1 million ($4.6 million) in cash (including the closing finder’s cash fee of €0.1 million ($0.1 million) and legal fees of $0.1 million); 4,070,766 ordinary shares at an aggregate value of €4.4 million valued at a fair value of €3.6 million ($4.0 million) after discount for lack of marketability, or DLOM, in our ordinary shares, stemming from recipient agreement not to re-sell these shares for a period of 12 months from the date we complete the acquisition;  and


-
Earnout consideration contingent on the achievement of technological milestones, comprised of up to €3.9 million ($4.4 million) in cash; a finder’s fee comprised of €0.1 million ($0.1 million) in cash; and rights to receive up to 4,070,766 ordinary shares with a fair value of €2.4 million ($2.7 million).




52



PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2020

 
                   
Pro Forma Adjustment
 
(thousands)
 
Meat-Tech 3D Ltd. Historical
USD
   
Peace of Meat BV
Historical
EUR
   
Peace of Meat BV
Historical
USD(1)
   
Pro Forma
Adjustments
USD
   
Pro Forma
Combined
USD
 
Current assets
                             
Cash and cash equivalents
 
$
5,201
     
312
   
$
372
   
$
(4,628
)
 
$
945
 
Receivables
   
73
     
64
     
76
     
-
     
149
 
Other current assets
   
134
     
11
     
13
     
-
     
147
 
 
                                       
Total current assets
   
5,408
     
387
     
461
     
(4,628
)
   
1,241
 
                                         
Non-current assets
                                       
Fixed assets, net
   
277
     
144
     
172
     
-
     
449
 
Restricted deposits
   
72
     
-
     
-
     
-
     
72
 
Other investments
   
1,164
     
-
     
-
     
-
     
1,164
 
Right-of-use assets
   
143
     
14
     
17
     
-
     
160
 
IP R&D Technology
   
-
     
-
     
-
     
9,568
     
9,568
 
Intangible assets
   
-
     
5
     
6
     
-
     
6
 
 
                                       
Total non-current assets
   
1,656
     
163
     
195
     
9,568
     
11,419
 
 
                                       
Total assets
   
7,064
     
550
     
656
     
4,940
     
12,660
 
 
                                       
Liabilities and shareholders’ equity
                                       
Current liabilities
                                       
Convertible debentures
   
-
     
1,182
     
1,411
     
-
     
1,411
 
Other payables
   
398
     
25
     
30
     
-
     
428
 
Trade payables
   
61
     
104
     
124
     
-
     
185
 
Lease liabilities
   
109
     
3
     
4
     
-
     
113
 
Derivative instruments
   
3
     
-
     
-
     
-
     
3
 
Grants received in advance
   
-
     
69
     
82
     
-
     
82
 
 
   
5
                                 
Total current liabilities
   
571
     
1,383
     
1,651
     
-
     
2,222
 
                                         
Non-current liabilities
                                       
Long-term lease liabilities
   
37
     
12
     
14
     
-
     
51
 
 
                                       
Total non-current liabilities
   
37
     
12
     
14
     
-
     
51
 
                                         
Commitments
                                       
Share capital and premium on shares
   
18,497
     
5
     
6
     
3,982
     
22,485
 
Capital reserve
   
1,348
     
526
     
593
     
(593
)
   
1,348
 
Currency translation differences reserve
   
-
     
-
     
(72
)
   
15
     
(57
)
Accumulated deficit
   
(13,389
)
   
(1,376
)
   
(1,536
)
   
1,536
     
(13,389
)
 
                                       
Total shareholders’ deficit/equity
   
6,456
     
(845
)
   
(1,009
)
   
4,940
     
10,387
 
Total liabilities and shareholders’ deficit/equity
 
$
7,064
     
550
   
$
656
   
$
4,940
   
$
12,660
 


(1)
See Note 3 – Foreign Currency Adjustments

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Financial Position

53

PRO FORMA CONDENSED COMBINED STATEMENT OF LOSS
FOR THE YEAR ENDED DECEMBER 31, 2019

 
                   
Pro Forma Adjustment
 
(thousands,
except share and per share data)
 
Meat-Tech 3D Ltd. Historical
USD
   
Peace of Meat BV
Historical
EUR
   
Peace of Meat BV
Historical
USD(1)
   
Pro Forma
Adjustments
USD
   
Pro Forma
Combined
USD
 
 
                             
Research and development expenses
 
$
166
     
138
   
$
151
   
$
-
   
$
317
 
General and administrative expenses
   
256
     
163
     
181
     
-
     
437
 
 
                                       
Operating result
   
422
     
301
     
332
     
-
     
754
 
                                         
Financial income
   
(1
)
   
-
     
-
             
(1
)
Financial expenses
   
2
     
215
     
238
     
-
     
240
 
 
                                       
Financial result
   
1
     
215
     
238
             
239
 
 
                                       
Loss before taxes
   
423
     
516
     
570
     
-
     
993
 
Taxes on income
   
-
     
-
     
-
             
-
 
 
                                       
Net loss
   
423
     
516
     
570
     
-
     
993
 
 
                                       
Foreign currency translation adjustments
   
(22
)
   
-
     
-
     
-
     
(22
)
 
                                       
Net loss
 
$
401
     
516
   
$
570
   
$
-
   
$
971
 
                                         
Basic and diluted loss per share
 
$
0.022
                           
$
0.042
 
Weighted average number of shares outstanding – basic and diluted
   
19,484,478
                     
4,070,766
     
23,555,244
 


(1)
See Note 3 – Foreign Currency Adjustments

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Financial Position

54

PRO FORMA CONDENSED COMBINED STATEMENT OF LOSS
FOR SIX MONTHS ENDED JUNE 30, 2020

 
                   
Pro Forma Adjustment
 
(thousands, except
share and per share data)
 
Meat-Tech 3D Ltd. Historical
USD
   
Peace of Meat BV
Historical
EUR
   
Peace of Meat BV
Historical
USD(1)
   
Pro Forma
Adjustments
USD
   
Pro Forma
Combined
USD
 
 
                             
Research and development expenses
 
$
850
     
548
   
$
616
   
$
-
   
$
1,466
 
General and administrative expenses
   
2,006
     
174
     
196
     
-
     
2,202
 
Public listing expenses
   
10,164
             
-
     
-
     
10,164
 
 
                                       
Operating result
   
13,020
     
722
     
812
             
13,832
 
                                         
Financial income
   
(56
)
   
(1
)
   
(-
)
   
-
     
(56
)
Financial expenses
   
-
     
139
     
155
     
-
     
155
 
 
                                       
Financial result
   
(56
)
   
138
     
155
     
-
     
99
 
 
                                       
Loss before taxes
   
12,964
     
860
     
967
     
-
     
13,931
 
Taxes on income
   
-
     
-
             
-
     
-
 
 
                                       
Net loss
   
12,964
     
860
     
967
     
-
     
13,931
 
Attributable to:
                                       
Foreign currency translation adjustments
   
(51
)
   
-
     
-
     
-
     
(51
)
Net change in fair value of financial assets
   
334
     
-
     
-
     
-
     
334
 
 
                                       
Net loss
 
$
13,247
     
860
   
$
967
   
$
-
   
$
14,214
 
                                         
Basic and diluted loss per share
 
$
0.262
                           
$
0.260
 
Weighted average number of shares outstanding – basic and diluted
   
49,476,813
                     
4,070,766
     
53,547,579
 


(1)
 See Note 3 – Foreign Currency Adjustments

See accompanying Notes to Unaudited Pro Forma Consolidated Statement of Financial Position

55


NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

1 Basis of preparation
 
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the Transaction and has been prepared for informational purposes only.
 
The historical consolidated financial statements of Meat-Tech 3D and the historical financial statements of Peace of Meat have been adjusted in the pro forma condensed combined financial information to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the pro forma condensed combined statement of loss, expected to have a continuing impact on the combined results following the Transaction. The adjustments presented in the unaudited pro forma condensed combined financial information are based on currently available information and certain information that management of Meat-Tech 3D and Peace of Meat believe are reasonable under the circumstances. The unaudited condensed pro forma adjustments may be revised as additional information becomes available.
 
Meat-Tech 3D and Peace of Meat did not have any historical relationship prior to the Transaction other than an initial purchase of 66,667 Peace of Meat shares, reflecting 5.65% of the outstanding shares of Peace of Meat by Meat-Tech 3D shortly prior to the Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
 
2 Accounting policy

Meat-Tech 3D determined that the transaction is an asset acquisition and not a business combination in accordance with IFRS 3 based on the concentration test, where substantially all of the fair value of gross assets acquired is concentrated in a single asset, which is in-process research and development technology.

Meat-Tech 3D’s management has made an accounting policy election that earnout payments contingent on the achievement of technological milestones will be recognized at the time of the achievement of each milestone on the basis of the shares and cash that are actually paid. Therefore, the Closing Consideration of €7.7 million represents the value of Peace of Meat as of the valuation date.

The Closing Consideration was allocated to net assets, and the remainder of the consideration to in-process research and development technology.

3 Foreign currency adjustments

The historical financial statements of Peace of Meat are presented in Euros. The historical financial information was translated from Euro to U.S. dollars using the following historical exchange rates:

 
 
U.S. Dollars per Euro
 
Average exchange rate for six months ended August 31, 2020
   
1.12
 
Period-end exchange rate as of August 31, 2020
   
1.19
 
Average exchange rate for six months ended February 29, 2020
   
1.1
 
Period-end exchange rate as of February 29, 2020
   
1.1
 

4 Adjustments to unaudited pro forma condensed combined financial information

The pro forma adjustments are based on preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial information:


- A decrease of $4.6 million (€4.1 million) in cash, representing the cash portion of the purchase price;
 

-
An increase of $4.0 million (€3.6 million) to share capital, representing the portion of the purchase price related to the issuance of 4,070,766 ordinary shares of Meat-Tech 3D;
 

- An adjustment whereby $9.6 million (€8.5 million) was recorded in in-process research and development technology intangible assets; and
 
An adjustment to the weighted-average number of shares outstanding (basic and diluted) to reflect the addition of 4,070,766 ordinary shares of Meat-Tech 3D to the weighted average of 49,476,813 ordinary shares outstanding in the six months ended June 30, 2020 for a total of 53,547,579 ordinary shares, and to the weighted average of 19,484,478 ordinary shares outstanding in the year ended December 31, 2019 for a total of 23,555,244 ordinary shares.

56

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

 You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes included elsewhere in this prospectus. The following discussion is based on our financial information prepared in accordance with the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB, which may differ in material respects from generally accepted accounting principles in other jurisdictions, including U.S. generally accepted accounting principles, or GAAP.  Some of the information contained in this discussion and analysis, particularly with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties.  You should read “Risk Factors” above for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
 
Overview
 
We are a technology company focused on developing and out-licensing our proprietary three-dimensional printing technology, biotechnology processes and customizable manufacturing processes to food processing and food retail companies seeking to manufacture proteins without the need for animal slaughter. We are developing a novel, proprietary three-dimensional bioprinter to deposit layers of differentiated stem cells, scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat.  We are initially focused on developing cultured meat steak technology.  While cultured meat companies have made some progress developing unstructured alternative meat products, such as minced meat and sausage, to date the industry has struggled in developing high-margin, high-value structured and cultured meat products such as steak.
 
We intend to license our proprietary production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as technology implementation, training, and engineering support, both directly and through contractors, to food processing and food retail companies.  We intend to charge our customers a production license fee, based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells. We intend to charge a fee for such restocking, employing a cost-plus pricing model.  In addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of our production processes, ‘white-labelled’ generic materials, or proprietary materials that we have developed, we may charge a fee for restocking such materials with a cost-plus pricing model, however we have not yet reached the stage where it would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide paid product implementation and guidance services to our customers looking to establish cultured meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with novel challenges and, as a result, will require our expertise to set up and implement the licensed technology and processes.

We have experienced net losses in every period since the inception of MeaTech. We incurred net losses of $0.42 million and $0.002 million for the year ended December 31, 2019 and eight-month period from inception ended December 31, 2018, respectively, and $12.96 million and $0.05 million for the six months ended June 30, 2020 and 2019, respectively.  As of June 30, 2020, we had an accumulated deficit of $13.39 million. We anticipate that we will continue to incur significant losses for the foreseeable future as our operating expenses and capital expenditures increase substantially due to our continued investment in our research and development activities and as we hire additional employees over the coming years. Furthermore, upon closing of this offering, we expect to incur additional expenses associated with operating as a U.S. public company, including significant legal, accounting, investor relations and other expenses we did not incur as a TASE-listed company.
 
For further information regarding our business and operations, see “Business” below.

57
 
Merger
 
We were incorporated in May 2018 in Israel as DocoMed Ltd., and originally provided digital health services. In July 2019, we changed our name to MeaTech Ltd., or MeaTech, and commenced our cultured meat technology development operations. In January 2020, MeaTech completed a merger with Ophectra Real Estate and Investment Ltd., or Ophectra, a company incorporated in Israel whose shares were traded on the TASE, whereupon the name of Ophectra was changed to Meat-Tech 3D Ltd., or Meat-Tech 3D.
 
According to the terms of the merger, Meat-Tech 3D acquired all outstanding shares of MeaTech from MeaTech’s shareholders, in return for the issuance of 30,525,506 ordinary shares with no par value to the shareholders of MeaTech. Following the issuance, these shares formed 60% of our outstanding capital, and Meat-Tech become Meat-Tech 3D’s wholly-owned subsidiary. In September 2020, Meat-Tech changed its name to Chicken Meat-Tech Ltd. and commenced development of poultry-derived cells for the alternative meat industry, applying proprietary technology to mimic the cellular composition of conventional poultry.
 
In connection with the merger, the Tel Aviv District Court for Economic Affairs approved an arrangement whereby all of Ophectra’s assets (except for Ophectra’s holdings of Therapin Ltd., a company incorporated in Israel) and liabilities, whether certain or contingent, at the time of the merger were irrevocably assigned to a trust account for the purpose of settling Ophectra’s pre-merger affairs. This includes all future liabilities arising from Ophectra’s activities prior to the merger (including tax liabilities, if any), and any commitments made by Ophectra prior to the merger. We also provided the trust account approximately NIS 1.3 million (approximately $0.4 million), which we include in our public listing expenses, for the purpose of settling any of Ophectra’s debts, and bear no additional liabilities to the settlement fund. Anyone who believed they had a claim to Ophectra’s assets were invited to lodge their claims to the trustees. The fund is expected to remain active until January 2022, after which we intend to ask the court to assign us the assets remaining in the trust account, if any.
 
In connection with the merger, MeaTech shareholders received non-tradable merger warrants to purchase 12,718,961 ordinary shares upon the achievement of pre-defined milestones, which would increase the holdings of MeaTech shareholders to 68% of our outstanding capital, as of the date of issuance. These warrants will expire if not exercised by January 2025. The merger warrants have no exercise price, but can be exercised into the equivalent number of our ordinary shares upon request, following the achievement of pre-defined milestones, such that 50% of the warrants vested in the third quarter of 2020, upon the development of a prototype to create a stem-cell layer using three-dimensional printing technology, while the remaining 50% will vest upon the creation of 100 grams of edible, cultured meat tissue, consisting of cells bred in our laboratory that are printed using our three-dimensional printing technology, or upon completion of all the conditions required for listing our securities on a stock exchange outside Israel.
 
Upon completion of the merger, all directors and officers of MeaTech became directors and officers of Meat-Tech 3D, in addition to some of the independent directors of Ophectra.
 
Although Meat-Tech 3D was the legal acquirer of MeaTech’s shares as described above, because (i) the shareholders of MeaTech received the majority of the voting rights in Meat-Tech 3D and the ability to determine its financial and operational policy, (ii) the management of MeaTech continues to serve as the management of Meat-Tech 3D and (iii) at the time of completion of the merger, Meat-Tech 3D was a company without significant business operations, the merger is not considered a business acquisition as defined in IFRS 3. As a result, it was determined that MeaTech is the acquirer of the business for accounting purposes and the transaction was treated as a reverse acquisition that does not constitute a business combination.
 
Therefore, the consolidated financial statements and financial data included herein for all periods through and including December 31, 2019 were adjusted retroactively to reflect the financial statements of MeaTech (now called Chicken Meat-Tech Ltd.), other than the information concerning earnings per share, which is presented according to the equity information of Meat-Tech 3D (then called Ophectra Real Estate and Investments Ltd.), and our consolidated financial statements and financial data included herein from January 1, 2020 onward relate to Meat-Tech 3D.

58
 
For details of the accounting treatment of the merger, see “- Public Listing Expenses” below.
 
We temporarily maintained ownership of 14.74% of the outstanding shares of Therapin Ltd., or Therapin, while considering a possible collaboration, however, in May 2020, we returned these holdings to Therapin, and agreed to convert our investment of NIS 7.25 million in Therapin into an interest-free loan, to be repaid by the latter at a rate of NIS 0.48 million per annum for ten years (NIS 4.8 million in total) plus NIS 2.45 million to be paid upon an exit event, including a public offering, or repayment of 14.74% of any distributable surplus or dividend distributed by Therapin, up to the amount of the outstanding balance, as detailed in our separation agreement with Therapin. As part of the agreement, Therapin gave us an option to convert the cash payment to equity of Therapin.
 
Peace of Meat Merger
 
On February 10, 2021, we consummated an agreement with all of the shareholders of Peace of Meat, a private limited liability company incorporated, organized and existing under the Laws of Belgium, or Peace of Meat, to acquire all of the outstanding share capital of Peace of Meat not yet owned by us for total consideration of up to €15.4 million ($17.2 million). The total consideration payable by us in the acquisition consists of €7.7 million ($8.6 million), comprised of €4.1 million ($4.6 million) in cash and 4,070,766 of our ordinary shares, with a fair value of €3.6 million ($3.9 million), payable on the closing date, and up to an additional €7.5 million ($8.3 million) payable in a combination of €3.9 million ($4.4 million) in cash and 4,070,766 of our ordinary shares in the amount of €3.6 million ($3.9 million) with a fair value of €2.4 million ($2.7 million), upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The acquisition agreement specified that each milestone must be reached within a six-month period, over a total of two years, which can be extended by up to nine additional months under circumstances set forth in the acquisition agreement. The agreement also includes acceleration events, such as breach of the acquisition agreement by us; certain merger, consolidation or acquisition transactions involving us; our delisting; and the termination of employment of two or more of the founders of Peace of Meat during the milestone period under circumstances set forth in the acquisition agreement.
 
Peace of Meat was established in Belgium in 2019 and is developing cultured avian fat directly from animal cells without the need to grow or kill animals. In 2020, Peace of Meat was awarded a subsidy of approximately $1.33 million from the Flemish government, and has received approximately $1 million in private investments. We believe that its innovative technology has the potential to support an industrial process for the production of cultured avian fat. Peace of Meat has entered into a number of scientific and commercial collaborations, is in the process of positioning itself as a future B2B provider with the potential to cover the entire value chain and to accelerate research and production processes in the industry, and has conducted taste tests for hybrid products it has developed.
 
Components of Operating Results
 
Revenues
 
To date, we have not generated any revenue since we commenced our cultured meat operations.  We do not expect to receive any revenue unless and until we complete development of and successfully commence out-licensing our technologies, or until we receive revenue from a collaboration or other partnership such as a co-development agreement, or the acquisition of a company that generates revenues.  There can be no assurance that we will be successful in developing or ultimately commercializing our technologies, in establishing revenue-generating collaborations or acquiring revenue-generating companies.

59
 
Research and Development Expenses
 
Research and development activities are our primary focus. We do not believe that it is possible at this time to accurately project total expenses required for us to reach the point at which we will be ready to out-license our technologies. Development timelines, the probability of success and development costs can differ materially from expectations. In addition, we cannot forecast whether and when collaboration arrangements will be entered into, if at all, and to what degree such arrangements would affect our development plans and capital requirements. We expect our research and development expenses to increase over the next several years as our development program progresses. We would also expect to incur increased research and development expenses if we were to identify and develop additional technologies.
 
Research and development expenses include the following:
 
•
employee-related expenses, such as salaries and share-based compensation;
 
•
expenses relating to outsourced and contracted services, such as external laboratories and consulting, research and advisory services;
 
•
supply and development costs;
 
•
expenses incurred in operating our laboratories and small-scale equipment; and
 
•
costs associated with regulatory compliance.
 
We recognize research and development expenses as we incur them.
 
General and Administrative Expenses
 
General and administrative expenses consist primarily of personnel costs, including share-based compensation related to directors and employees, facility costs, patent application and maintenance expenses, and external professional service costs, including legal, accounting, audit, finance, business development, investor relations and human resource services, and other consulting fees.
 
Public Listing Expenses
 
Based on the reverse acquisition method, the assets and liabilities of MeaTech (the acquirer for accounting purposes) were recognized in our financial statements at their book value at the date of closing of the merger. The acquisition consideration, in the amount of $11.4 million, was set based on the closing price of Ophectra's shares on the Tel Aviv Stock Exchange on the date of closing of the Merger, while any surplus proceeds of the acquisition over the fair value of Ophectra’s net assets (excluding its net assets that were transferred to a settlement fund as described in “- Merger” above) were recognized in profit or loss as public listing expenses in the amount of $10.2 million, that did not affect cashflow.
 
Finance Expenses, Net
 
Finance expenses, net, consisted primarily of a change in the fair value of price protection rights provided to investors in a private placement round from May, 2020, as part of the terms of their investment.  In July 2020, we announced that, in light of our compliance with share price trading conditions, the price protection mechanism under the investment agreement had expired.
 
60
 
Income Taxes
 
We have yet to generate taxable income in Israel. As of June 30, 2020, our operating tax loss carryforwards were approximately $0.6 million (NIS 2.1 million).
 
Our wholly-owned subsidiary, Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.), had operating tax loss carryforwards of approximately $0.5 million (NIS 1.8 million) as of June 30, 2020.
 
Results of Operations
 
Our results of operations have varied in the past and can be expected to vary in the future due to numerous factors.  We believe that period-to-period comparisons of our operating results are not necessarily meaningful and should not be relied upon as indications of future performance.
 
Below is a summary of our results of operations for the periods indicated:
 
   
Six Months Ended June 30,
   
Year Ended December 31,
   
Eight-Month Period Ended December 31,
 
   
2020
   
2019
   
2019
   
2018
 
   
USD thousands
 
Revenues
   
-
     
-
     
-
   
$
51
 
Gross Profit
   
-
     
-
     
-
   
$
51
 
                                 
Operating expenses:
                               
Research and development expenses
 
$
850
   
$
14
   
$
166
   
$
-
 
General and administrative expenses
   
2,006
     
38
     
256
     
53
 
Public Listing expenses
   
10,164
     
-
     
-
     
-
 
Loss from operations          
 
$
13,020
   
$
52
   
$
422
   
$
2
 
Finance income          
   
(56
)
   
-
     
1
     
-
 
Finance expense          
   
-
     
-
     
-
     
-
 
Finance expense (income), net          
   
(56
)
   
-
     
1
     
-
 
Income tax          
   
-
     
-
     
-
     
-
 
Net loss          
 
$
12,964
   
$
52
   
$
423
   
$
2
 

Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

Research and development expenses
 
Research and development expenses increased by approximately $0.84 million, or 5,971%, to approximately $0.85 million for the six months ended June 30, 2020, compared to approximately $0.01 million for the six months ended June 30, 2019. This increase was mainly the result of scale-up development activities and share-based payment expenses.
 
General and administrative expenses
 
General and administrative expenses increased by approximately $1.97 million, or 5,179%, to approximately $2.01 million for the six months ended June 30, 2020, compared to approximately $0.04 million for the six months ended June 30, 2019. This increase was mainly the result of share-based payment expenses and professional services expenditures associated with being a publicly-traded company in Israel.

61
 
Financing expense (income), net
 
Financing expense (income), net increased by approximately $0.06 million to approximately $0.06 million for the six months ended June 30, 2020, compared to $0 for the six months ended June 30, 2019. The increase was mainly the result of a change in the fair value of anti-dilution protection provided to investors which we revalue at fair market value at the end of each reporting period.
 
Net loss
 
Net loss increased by approximately $12.9 million to approximately $13.0 million for the six months ended June 30, 2020, compared to $0.05 million for the six months ended June 30, 2019. The increase was mainly the result of public listing expenses recorded in connection with the Merger, that did not impact our cashflow.
 
Year Ended December 31, 2019 Compared to Eight-Month Period From Inception of MeaTech Ended December 31, 2018

Revenues
 
Prior to commencement of our cultured meat operations, MeaTech (then called DocoMed Ltd.)  recorded revenues of approximately $0.05 million in 2018, from the provision digital health services. These services terminated prior to the commencement of our cultured meat operations as of September 1, 2019, and we have not recorded any revenues subsequently.
 
Research and development expenses
 
Research and development expenses increased by approximately $0.17 million, to approximately $0.17 million for the year ended December 31, 2019, compared to $0 for the eight-month period from inception of MeaTech ended December 31, 2018. The increase resulted mainly from payroll expenses, materials and professional services expenditures related to our cultured meat research and development operations.
 
General and administrative expenses
 
General and administrative expenses increased by approximately $0.2 million, or 383%, to approximately $0.3 million for the year ended December 31, 2019, compared to approximately $0.05 million for the eight-month period from inception of MeaTech ended December 31, 2018. The increase resulted mainly from payroll expenses and professional services expenditures.
 
Net loss
 
Net loss increased by approximately $0.4 million to approximately $0.4 million for the year ended December 31, 2019, compared to $0.002 million for the eight-month period from inception of MeaTech ended December 31, 2018. The increase was mainly the result of increased operating expenses incurred as we commenced cultured meat technology development.
 
Contractual Obligations
 
The following table summarizes our significant contractual obligations as at June 30, 2020, excluding expected interest payments:

   
Payment due by period
 
   
Total
   
Less than
1 year
   
1-3 years
   
3-5 years
   
More than
5 years
 
   
USD thousands
 
Operating Lease Obligations(1)
 
$
146
   
$
109
   
$
37
   
$
—
   
$
—
 
 
(1)
We are subject to operating lease obligations in connection with the lease of the property on which we maintain our laboratory and offices.
 
62

Off-Balance Sheet Arrangements
 
             We have not entered into any off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Critical Accounting Policies
 
  We describe our significant accounting policies and estimates in Note 3 to our annual financial statements contained elsewhere in this prospectus. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
 
  We prepare our financial statements in accordance with IFRS as issued by the IASB.
 
  In preparing these financial statements, management has made judgments, estimates and assumptions that affect the application of our accounting policies and the reported amounts recognized in the financial statements. On a periodic basis, we evaluate our estimates, including those related to share-based compensation and derivatives. We base our estimates on historical experience, authoritative pronouncements and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
 
 Recently-Issued Accounting Pronouncements
 
 Certain recently-issued accounting pronouncements are discussed in Note 3, Summary of Significant Accounting Policies, to the consolidated financial statements included in elsewhere in this registration statement, regarding the impact of the IFRS standards as issued by the IASB that we will adopt in future periods in our consolidated financial statements.
 
Emerging Growth Company Status
 
We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
 
•
a requirement to present only two years of audited financial statements in addition to any required interim financial statements and correspondingly reduced Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure;
 
•
to the extent that we no longer qualify as a foreign private issuer, (i) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (ii) exemptions from the requirement to hold a non-binding advisory vote on executive compensation, including golden parachute compensation;
 
•
an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002; and
 
•
an exemption from compliance with the requirement that the Public Company Accounting Oversight Board has adopted regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements.
 
We may take advantage of these exemptions for up to five years or until such earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company upon the earliest to occur of: (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; (iii) the date on which we are deemed to be a large accelerated filer under the rules of the SEC; or (iv) the last day of the fiscal year following the fifth anniversary of this offering. We may choose to take advantage of some but not all of these exemptions. Section 107 of the JOBS Act provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This means that an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Given that we currently report and expect to continue to report our financial results under IFRS as issued by the IASB, we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required by the IASB.
 
63

Liquidity and Capital Resources
 
Since the commencement of our cultured meat operations, we have not generated any revenue and have incurred operating losses and negative cash flows from our operations. We have funded our operations primarily through the sale of equity securities. From the inception of MeaTech through June 30, 2020, we raised an aggregate of $5.29 million in three rounds of private placements of our securities, and $2.1 million in proceeds from option exercises. As of June 30, 2020, we had $5.2 million in cash and cash equivalents.
 
In August 2020 and December 2020, subsequent to the financial reporting date, we raised an additional $5.6 million and $6.4 million in immediate aggregate net proceeds in two rounds of private placements of securities.
 
The table below shows a summary of our cashflows for the periods indicated:
 
   
Six Months Ended June 30,
   
Year Ended December 31,
   
Eight-Month Period Ended December 31,
 
   
2020
   
2019
   
2019
   
2018
 
   
USD thousands
 
             
Net cash provided by (used in) operating activities          
 
$
(1,481
)
 
$
(26
)
 
$
(173
)
 
$
34
 
Net cash used in investing activities          
   
(198
)
   
(1
)
   
(253
)
   
(3
)
Net cash provided by financing activities          
   
5,545
     
-
     
1,648
     
-
 
Net increase (decrease) in cash and cash equivalents          
 
$
3,866
   
$
(27
)
 
$
1,222
   
$
31
 
 
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019

Net cash used in operating activities
 
Net cash used in operating activities increased by $1.5 million, to approximately $1.5 million for the six months ended June 30, 2020 compared to approximately $0.03 million for the six months ended June 30, 2019. This increase was mainly the result of scale-up development activities and professional services expenditures associated with being a publicly-traded company in Israel.

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Net cash used in investing activities
 
Net cash used in investing activities increased by $0.2 million, to approximately $0.2 million for the six months ended June 30, 2020 compared to $0.001 million for the six months ended June 30, 2019.  This increase was mainly due to the acquisition of fixed assets in the course of initiating our operations.
 
Net cash used in financing activities
 
Net cash provided by financing activities increased by $5.545 million, to approximately $5.5 million for the six months ended June 30, 2020 compared to $0 for the six months ended June 30, 2019.  This increase was mainly due to funds raised in an aggregate amount of $3.4 million in private placements of ordinary shares and warrants in the first half of 2020, and funds received in connection with the exercise of options.
 
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
 
Net cash provided by (used in) operating activities
 
Net cash used in operating activities increased by $0.2 million, to approximately $0.2 million for the year ended December 31, 2019 compared to approximately $0.03 million for the year ended December 31, 2018. This increase was mainly due to payroll expenses and professional services expenditures.
 
Net cash used in investing activities
 
Net cash used in investing activities increased by $0.3 million, to approximately $0.3 million for the year ended December 31, 2019 compared to $0.003 thousand for the year ended December 31, 2018.  This increase was mainly due to the acquisition of fixed assets and the provision of a loan by MeaTech to Ophectra, prior to the merger described above, which was later assigned to the settlement fund described above in lieu of repayment.
 
Net cash used in financing activities
 
Net cash provided by financing activities increased by $1.6 million, to approximately $1.6 million for the year ended December 31, 2019 compared to $0 for the year ended December 31, 2018. This increase was due to funds raised in a private placement of ordinary shares in 2019.
 
We have incurred losses and cash flow deficits from operations since the inception of MeaTech, resulting in an accumulated deficit at June 30, 2020 of approximately $13.4 million. We anticipate that we will continue to incur net losses for the foreseeable future. We believe that our existing cash and cash equivalents will be sufficient to fund our projected cash needs until March 2022, without giving effect to the proceeds from this offering. To meet future capital needs, we would need to raise additional capital through equity or debt financing or other strategic transactions. However, any such financing may not be on favorable terms or even available to us. Our failure to obtain sufficient funds on commercially acceptable terms when needed would have a material adverse effect on our business, results of operations and financial condition. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties, and the actual amount of our expenses could vary materially and adversely as a result of a number of factors. We have based our estimates on assumptions that may prove to be wrong, and our expenses could prove to be significantly higher than we currently anticipate.
 
 Our future capital requirements will depend on many factors, including, but not limited to: 
 
•
the progress and costs of our research and development activities;
 
•
the costs of development and expansion of our operational infrastructure;
 
•
the costs and timing of developing technologies sufficient to allow food production equipment manufacturers and food manufacturers to product products compliant with applicable regulations;
 
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•
our ability, or that of our collaborators, to achieve development milestones and other events or developments under potential future licensing agreements;
 
•
the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our technologies;
 
•
the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;
 
•
the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves, once our technologies are developed and ready for commercialization;
 
•
the costs of acquiring or undertaking development and commercialization efforts for any future products or technology;
 
•
the magnitude of our general and administrative expenses; and
 
•
any additional costs that we may incur under future in- and out-licensing arrangements relating to our technologies and futures products.
 
Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through capital raising or by out-licensing and/or co-developing applications of one or more of our product candidates. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available on favorable terms, or at all, we may be required to delay, reduce the scope of or eliminate research or development efforts or plans for commercialization with respect to our technologies and make necessary change to our operations to reduce the level of our expenditures in line with available resources.
 
We are a development-stage technology company and it is not possible for us to predict with any degree of accuracy the outcome of our research and development efforts. As such, it is not possible for us to predict with any degree of accuracy any significant trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our net loss, liquidity or capital resources, or that would cause financial information to not necessarily be indicative of future operating results or financial condition. However, to the extent possible, certain trends, uncertainties, demands, commitments and events are described herein.
 
Quantitative and Qualitative Disclosures About Market Risk

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled in cash. Cash flow forecasting is performed in our operating entities and aggregated at a consolidated level. We monitor forecasts of our liquidity requirements to ensure we have sufficient cash to meet operational needs. We may be reliant on our ability to raise additional investment capital from the issuance of both debt and equity securities to fund our business operating plans and future obligations.

Credit risk
​
Credit risk is the risk of financial loss to us if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from our receivables.
 
As part of an agreement with Therapin from May 2020, we agreed to convert an NIS 7.25 million investment in Therapin made by Ophectra and assumed by us at the Merger, into an interest-free loan, to be repaid by the latter at a rate of NIS 0.48 million per annum for ten years (NIS 4.8 million in total) plus NIS 2.45 million to be paid upon an exit event, including a public offering, or repayment of 14.74% of any distributable surplus or dividend distributed by Therapin, up to the amount of the outstanding balance, as detailed in our separation agreement with Therapin. As part of the agreement, Therapin gave us an option to convert the cash payment to equity of Therapin. Therapin has not provided any guarantees in connection with its repayment of our loan.
 
We restrict exposure to credit risk in the course of our operations by investing only in bank deposits.

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Equity price risk

As we have not invested in securities riskier than short-term bank deposits, we do not believe that changes in equity prices pose a material risk to our holdings. However, decreases in the market price of our ordinary shares or ADSs could make it more difficult for us to raise additional funds in the future or require us to raise funds at terms unfavorable to us.

Inflation risk

We do not believe that inflation has had a material effect on our business, financial condition or results of operations in the reporting period. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through hedging transactions. Our inability or failure to do so could harm our business, financial condition and results of operations.

Foreign Currency Exchange Risk

Currency fluctuations could affect us through increased or decreased costs, mainly for goods and services acquired outside of Israel. Currency fluctuations did not have a material effect on our results of operations during the six months ended June 30, 2020, year ended December 31, 2019 and the eight-month period from inception of MeaTech ended December 31, 2018.
 
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BUSINESS

Overview

We are a technology company focused on developing and out-licensing our proprietary three-dimensional printing technology, biotechnology processes and customizable manufacturing processes to food processing and food retail companies seeking to manufacture proteins without the need for animal slaughter. We are developing a novel, proprietary three-dimensional bioprinter to deposit layers of differentiated stem cells, scaffolding, and cell nutrients in a three-dimensional form of structured cultured meat. We believe the cultured meat production processes we are developing, which are designed to offer our eventual customers an alternative to industrial slaughter, have the potential to improve the quality of the environment, shorten global food supply chains, and reduce the likelihood of health hazards such as zoonotic diseases transferred from animals to humans (including viruses, such as virulent avian influenza and COVID-19, and drug-resistant bacterial pathogens, such as some strains of salmonella).

We are initially focused on developing cultured meat steak technology.  While cultured meat companies have made some progress developing unstructured alternative meat products, such as minced meat and sausage, to date the industry has struggled in developing high-margin, high-value structured and cultured meat products such as steak. Unlike minced meat, a cultured meat steak product has to grow in fibers and contain connective tissues and fat. To be adopted by diners, we believe cultured steaks will need to be meticulously engineered to look and smell like conventional meat, both before and after cooking, and to taste and feel like meat to the diner. This is the test on which we have set our sights – a three-dimensional, printed steak based on animal cells, rather than plant-based alternatives. We believe we are the first company to be developing both a proprietary bioprinter and the related processes for growing cultured meat to focus on what we believe is a high value sector of the alternative protein market.

We intend to license our proprietary production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as technology implementation, training, and engineering support, both directly and through contractors, to food processing and food retail companies.  We intend to charge our customers a production license fee, based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells. We intend to charge a fee for such restocking, employing a cost-plus pricing model.  In addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of our production processes, ‘white-labelled’ generic materials, or proprietary materials that we have developed, we may charge a fee for restocking such materials with a cost-plus pricing model, however we have not yet reached the stage where it would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide paid product implementation and guidance services to our customers looking to establish cultured meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with novel challenges and, as a result, will require our expertise to set up and implement the licensed technology and processes.

We are led by our Chief Executive Officer, Sharon Fima, who previously founded and served as Chief Technology Officer of Nano Dimension Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards, working on proprietary conductive nano-silver inks along with novel insulating and substrate inks.  We have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from fields as diverse as tissue engineering, industrial stem cell growth, and printer and print materials development.  We are further guided by world-renowned consultants, including Professor Shlomo Magdassi, Ph.D. and Professor Tal Dvir, Ph.D. Professor Magdassi is a professor of chemistry at the Casali Center for Applied Chemistry, the Institute of Chemistry and the Center for Nanoscience and Nanotechnology at the Hebrew University of Jerusalem, Israel. He is the head of the Center for 3D and Functional Printing at the Hebrew University, where he holds the Enrique Berman Chair in Solar Energy. Professor Dvir is the Head of the Laboratory for Tissue Engineering and Regenerative Medicine in Tel Aviv University. He is affiliated with the Department of Biotechnology and the Department of Materials Science and Engineering. Prof. Dvir is the Director of Tel Aviv University’s Center for Nanoscience and Nanotechnology and the Founding Director of the University's Center for Regenerative Biotechnology.

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Cultured Meat Industry and Market Opportunity

Protein is a necessary staple for healthy nutrition. The growth in recent years of both the human population and global wealth is driving a decades-long trend of accelerating demand for meat. The demand for protein products has consistently risen in recent decades, and is expected to continue to do so. The rising growth of demand for farm animals for the food industry has created significant environmental, health, financial and ethical challenges.

The global processed meat market was valued by Zion Market Research at approximately $714 billion in 2016 and is expected to more than double in value by 2022, reflecting an average compound annual growth rate, orCAGR, of around 14%. According to market research firm Allied Market Research, the global meat substitute market was estimated at $4.5 billion in 2018 and is expected to grow to $7.55 billion by 2025. Of this, the cultured meat category alone is expected to reach $214 million by 2025, with an annual growth rate of approximately 16%. With regard to the longer term, AT Kearney predicted in 2019 that by 2040, just 40% of demand for the global meat market will be provided by conventional meat, with 35% provided by cultured meat and an additional 25% by plant-based meat replacements.

The meat industry is showing strong interest in the alternative protein space, both in plant-based and cell-based proteins. There are several drivers underlying the strong engagement with alternative proteins. We believe consumers are looking for less harmful protein sources, with approaches such as flexitarianism already an established middle path between vegetarian diets and those heavy in animal proteins, such as the paleo diet. Many meat processors have experienced the worst of the COVID-19 pandemic outbreaks, and are seeking to minimize human involvement in the manufacturing process. To that end, retailers such as Costco and Walmart are increasingly opening their own meat processing facilities on which they can rely exclusively.

Limitations of Conventional Meat Production

In addition to questions about whether conventional meat production can adequately provide for the growing global population, conventional meat production raises serious environmental issues.  According to the United Nations, 8% of the world's freshwater is used for raising livestock for meat and leather. At least 18% of the greenhouse gases entering the atmosphere are from the livestock industry. Twenty-six percent of the planet's ice-free land is used for livestock grazing and 33% of croplands are used for animal feed.  With regard to treatment of animals in conventional meat production, approximately 72 billion animals were slaughtered in 2018 alone.

Another common consumer concern with industrial-scale animal-rearing is the reliance on intensive use of added growth hormones and antibiotics. Hormonal substances and antibiotics are used in livestock to manage animal growth and health, and to treat or prophylactically prevent diseases such as avian flu and swine flu. The hormones used in livestock include estradiol-17β, progesterone, testosterone, zeranol, trenbolone, and melengestrol acetate, and their effects on human health continue to be disputed by researchers.

Existing Alternative Proteins and their Limitations

Negative consumer sentiment towards the perceived ethical, health and environmental effects of the global meat industry help explain the strong focus that has developed on creating methods of protein production that are more sustainable, nutritious and conscious of animal welfare. Recent years have seen a combination of increasing consumer awareness and advanced technological development that has led to substantially increased demand for proteins that do not involve animal slaughter, beyond traditional plant-based proteins, such as soy, peas and chickpeas. Some of the alternative proteins being developed for human consumption for this purpose include:

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Mycoproteins: Some of the most commercially successful novel alternative protein products are currently mycoproteins, derived from fungi. They are high in protein, high in fiber, low in saturated fat, and contain no cholesterol.  However, they have been associated with allergic and gastrointestinal reactions. They are fermented to become a dough, which can develop a texture similar to that of meat.

Jackfruit: Jackfruit is a tropical fruit, native to India, which is high in protein. Its texture is somewhat similar to shredded meat, although its taste is similar to other fruits, such as apples and mangoes, so while it is a good source of protein, it is not generally viewed as an alternative to meat for consumers used to animal proteins.

Insects: Insects are an environmentally-friendly source of protein, requiring significantly less land and water, and emitting significantly less greenhouse gases than large mammals raised for slaughter. In addition, they can be fed food unsuitable for livestock that would otherwise be wasted. While crickets are the most common source of edible insects, research is taking place on new insect species of value for food production, as well as methods to produce them economically at scale. Insects can be consumed in their natural state, however many cultures consider insect consumption to be taboo and many people are disgusted by the idea.  As a result, research is taking place into developing insect-based products in different forms not easily discernable as insect-based, including flour.
 
The Cultured Meat Solution

We believe cultured meat grown through cellular agriculture, which aims to produce cultured animal proteins without the need for large-scale slaughter, has the potential to satisfy consumer desire for meat while avoiding the negative impacts of conventional meat production.  Cellular agriculture is an efficient, closely-controlled indoor agricultural process, utilizing advanced technologies with conceptual similarities to hydroponics, but used for growing meat cells, rather than fruit. Cultured meat is grown in cell culture, rather than inside animals, applying tissue engineering practices for muscle production for the purpose of human consumption. In place of animal slaughter, stem cells are removed from an animal, such as from an umbilical cord following birth, and then cultivated in vitro to form muscle fibers. Also known as clean meat, in vitro meat, lab-grown meat, green meat, cell-based meat, and motherless meat, the term “cultured meat” has arguably gained the most traction in public discourse in describing slaughter-free real meat.

Cultured meat production is an advanced technology operating as part of the wider field of cellular agriculture (growing animal cells in bioreactors), which is an emerging solution to the growing demand for alternative proteins. We are aware of a few dozen companies and institutions actively working to develop technologies and other products to meet this demand, some of whom are focused on producing red meats, while others are focused on fish and crustaceans. Some of these companies are working on culturing various types of cells, such as chicken, pork, kangaroo and foie gras. We believe this push on scaling-up cellular agriculture has the potential to offer a solution to the scale and environmental challenges confronting conventional meat production. Other alternative protein competitors are already selling plant-based meat substitutes, but to our knowledge, these companies are not focused on the production of real meat products produced with animal cells.

We are engaged with experimentation to develop optimal and cost-effective cell culture media. In so doing, we are also exploring a range of types of and sources for growth factors suited to cell culture. These sources are expected to be sustainable and ethical, providing a route to enabling effective and cost-effective processes.

While many challenges remain, surveys are consistently showing consumer openness toward, and enthusiasm for, cultured meat. For example, a survey on perceptions of cultured meat among 3,030 consumers in the United States, India and China conducted by researchers from the University of Bath, the Good Food Institute and the Center for Long Term Priorities and published in 2019, showed overwhelming willingness to begin purchasing cultured meat regularly, albeit less so in the United States than in India and China.

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Consumer Attitudes Toward Regular Purchase of Cultured Meat

 
Unlikely to Purchase
Somewhat or Moderately Likely
Very or Extremely Likely
United States
23.6%
46.6%
29.8%
India
10.7%
37.7%
48.7%
China
6.7%
33.9%
59.3%

The top reasons for consumer demand for cultured meat, according to a survey from August 2018 performed by Mattson Co., were reduction of hormones and antibiotics in meat (39% of respondents), animal welfare concerns, together with a desire to reduce animal cruelty and slaughter (36%) and the beneficial impact expected on the environment (27%). Additional reasons included consumer health, food security and production hygiene.

We believe that cultured meat has several advantages over conventionally-harvested meat:

•
Environmental: At least 18% of the greenhouse gases entering the atmosphere today are from the livestock industry. Research shows that the expected environmental footprint of cultured meat includes approximately 78% to 96% fewer greenhouse gas emissions, 99% less land use, 82% to 96% less water use, and 7% to 45% less energy use than conventionally-produced beef, lamb, pork and poultry. This suggests that the environmental consequences of switching from large-scale, factory farming to lab-grown cultured meat could have a long-term positive impact on the environment.
 
•
Cost: While the precise economic value of harvested cells has yet to be determined, the potential to harvest large numbers of cells from a small number of live donor animals gives rise to the possibility of considerably higher returns than traditional agriculture, with production cycles potentially measured in months, rather than years. By comparison, raising a cow for slaughter generally takes an average of 18 months, over which period 15,400 liters of water and 7 kilograms of feed will be consumed for every kilogram of beef produced.
 
•
Animal Suffering: More and more people are grappling with the ethical question of whether humanity should continue to slaughter animals for food. There is a growing trend of opposition to the way animals are raised for slaughter, often in small, confined spaces with unnatural feeding patterns. In many cases, such animals suffer terribly throughout their lives. This consideration is likely a factor in many consumers choosing to incorporate more flexitarian, vegetarian and vegan approaches to their diets in recent years.
 
•
Controlled Growing Environment: Another potential benefit of cultured meat is that its growth environment is designed to be less susceptible to biological risk and disease, through standardized, tailored production methods consistent with good manufacturing practice, or GMP, controls to contribute to improved nutrition, health and wellbeing.
 
•
Alternate Use of Natural Resources: Eight percent of the world’s freshwater supply and one third of croplands are currently used to provide for livestock. The development of cultured meat is expected to free up many of these natural resources, especially in developing economies where they are most needed.
 
•
Food Waste: The conventional meat industry’s largest waste management problem relates to the disposal of partially-used carcasses, which are usually buried, incinerated, rendered or composted, with attendant problems such as land, water or air pollution. Cultured meat offers a potential solution for this problem, with only the desired cuts of meat being produced for consumption and only minimal waste product generated, with no leftover carcass.
 
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Our Competitive Strengths

We believe we will benefit from the following competitive strengths as we work to develop and out-license our three-dimensional bioprinting technology and tissue development processes:

•
We are developing technologies and processes with the potential to allow food processing and food retail companies to create products that are healthier for the consumer. We are dedicated to developing technologies and processes that are designed to create cuts of meat that require substantially less antibiotic and growth-hormone treatments than conventionally-farmed meat. The proprietary technologies and processes we are developing are designed to allow food companies to manufacture meat under laboratory conditions on an industrial scale. We believe the use of meat manufactured under laboratory conditions minimizes or eliminates a number of hygiene-related risks to the consumer, such as the risk of transmission of pathogens from animals to humans, as happened at the outset of the COVID-19 pandemic and numerous other human health crises.
 
•
Our technologies and processes have the potential to be sustainable. We are developing a meat production process that is designed to provide sustainability in an industry that is not otherwise expected to be able to meet the growing demand for protein caused by rising population numbers and global affluence, due to inefficiencies inherent in conventional meat farming. These include the large amount of land and water use needed for raising livestock, causing precious natural resources to be squandered.
 
•
Our mission is aligned with consumer sentiment and demand. We believe that our technologies and processes have the potential to capitalize on growing consumer preferences for real meat proteins that do not involve animal suffering or slaughter, and do not entail significant negative environmental consequences including, but not limited to, those that exacerbate climate change, such as the release of methane and effluent run-off.
 
•
We are focused on providing customers with industrial scale-up capability. Much of the work in the development of alternative proteins has been focused on developing individual proof-of-concept products which may not feasibly scale up to the industrial quantities needed for a profitable business.  We are designing our technology and processes with large-scale cultured meat production in mind to be measurable in tons of meat produced daily.
 
•
We have experienced and accomplished leadership with strong backgrounds in a variety of fields. The research and development of cultured meat products requires personnel with up-to-date professional knowledge and interdisciplinary expertise, as well as the ability to combine different areas of knowledge for the development of different products. Our CEO previously founded and was CTO of Nano Dimension Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards. Previously, he held research and development leadership positions at XJET and HP Indigo Division. We have carefully selected personnel for the rest of our executive management team who possess substantial industry experience and share our core values, from diverse fields including bioprinting, tissue engineering, industrial stem cell growth, and bioprinter and print materials development. We believe this blend of talent and experience gives us the requisite insights and capabilities to execute our plan to develop technologies designed to meet demand in a scalable, profitable and sustainable way.
 
Our Strategy
 
To achieve our mission, we intend to:

Perfect the development of our cultured steak manufacturing technology and processes.  We intend to continue developing and refining our processes, procedures and equipment until we are in a position to initiate out-licensing of our technology.  We currently aim to print 100 grams of structured, edible, cultured meat, similar in taste, appearance, smell and texture to steak, consisting of cells bred in our laboratory and developed into fat, muscle and connective tissue using our three-dimensional printing technology, by the end of 2021.  Upon satisfaction of this milestone, we plan to tackle the technological challenges involved in scaling up the printing process to industrial-scale levels before seeking potential licensees.

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Launch our B2B product solution for companies in the food industry.  We intend to license our production technology as well as provide associated products, such as cell lines, printheads, bioreactors and incubators, and services, such as technology implementation, training, and engineering support,  whether directly or through contractors, to food processing and food retail companies.  We intend to charge our customers a production license fee, based upon the amount of meat printed. We expect that each production facility will periodically require us to provide them with our proprietary materials, such as fresh sets of starter cells. We intend to charge a fee for such restocking, employing a cost-plus pricing model. In addition, other materials used in the production process, such as cell-culture media and additives in our bio-inks may be sourced from third parties. Whether these materials are customized for the specifics of our production processes, or ‘white-labelled’ generic materials, or proprietary materials that we have developed, we may charge a fee for restocking such materials with a cost-plus pricing model, however we have not yet reached the stage where it would be possible to estimate to what extent this would contribute to any future revenue stream. Finally, we intend to provide paid product implementation and guidance services to our customers looking to establish cultured meat manufacturing facilities. We expect that each facility licensing our technologies will need to deal with novel challenges and, as a result, will require the assistance of our expert knowledge in order to set up and implement the licensed technologies.
 
Develop additional alternative proteins, such as poultry, to meet growing industry demand. There are substantial technological challenges inherent in expanding our offering beyond cultured beef technologies to additional alternative proteins, such as cultured poultry or cultured fish.  However, we believe that our experience, know-how and intellectual property portfolio form an excellent basis from which to surmount such challenges. In September 2020, we announced the commencement of operations of our fully-owned subsidiary, Chicken Meat-Tech Ltd., with the aim of developing poultry cells for the alternative meat industry, applying proprietary technology to mimic the cellular composition of conventional poultry.
 
Acquire synergistic and complementary technologies and assets.  We intend to optimize our processes and diversify our product range to expand the cultured meat technologies upon which marketable products can be based, through a combination of internal development, acquisitions and collaborations, with a view to complementing our own processes and diversifying our product range along the cultured meat production value chain in order to introduce cultured products to the global market as quickly as possible. See also “- Additional Technologies” below.
 
The Meat-Tech 3D Cultured Steak

Our initial focus is to develop the technology and processes that can allow our eventual customers to produce cultured meat steak at an industrial scale.  We are working to achieve this by creating an end-to-end technology that combines cellular agriculture with bioprinting to produce complex meat structures.  We are developing cellular agriculture technology, such as cell lines, and approaches to working with plant-based media to support the growth of cells such as fat and muscle cells, in a scalable process. The media are composed of food-grade ingredients and we expect their growth factors to be similar to those produced naturally in the bodies of cattle, albeit free of fetal bovine serum, traditionally a significant component of cellular growth media that is harvested through the destruction of a calf fetus. We are engaged with experimentation to develop optimal and cost-effective cell culture media. In so doing, we are also exploring a range of types of, and sources for, growth factors suited to cell culture. These sources are expected to be sustainable and ethical, providing a route to enabling effective and cost-effective processes. The processes we are developing are designed to allow cells of interest, following humane tissue extraction from the umbilical cord or biopsy, to be isolated, replicated, grown and maintained in vitro under controlled, laboratory conditions.

We are developing proprietary printing and tissue engineering technologies to enable the design and bioprinting of three-dimensional tissues. Our goal is for the meat produced using these technologies to have an authentic , texture, flavor, appearance and aroma without being limited to the precise combinations of existing meat tissue (so the quantity of fat in the meat, for example, can be adjusted to amounts above or below those occurring in animals, to meet varied consumer preferences). We believe the novel processes we are developing have the potential to eventually be competitive with conventional manufacturing technologies for premium products, as large-scale production of meat tissues will create new lines of meat without any unnecessary animal use.

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In the course of developing our technologies for out-licensing, we intend to develop a large-scale technology demonstration model. However, once we begin licensing our technology and processes, we plan to be only minimally involved in the production of cultured meat products (for example, by providing the initial cell sample for sale as an associated product), with our licensees to be responsible for the bulk of cultured meat preparation, printing, packaging and shipping.

We have set forth below an illustration of the process we are developing that we believe, upon completion, will allow food companies licensing our technology to develop and manufacture cultured steaks at industrial scale.
          
Harvesting Embryonic Cells

The first step in the cultured meat process we are developing, the harvesting of embryonic cells, is based on the isolation of inner cell mass from bovine blastocysts, cultured to emulate tissue and/or organs for food consumption. At the early stages of development, an egg is surrounded by the zona pellucida (transparent zone), or ZP. After the fertilized cattle egg has replicated into 32 cells, an internal cavity forms and the cluster is called a blastocyst. This early stage of the developing embryo lasts from about the ninth to twelfth day after fertilization, prior to implantation in the womb. It contains two types of cells, namely the trophectoderm, or TE, which is the outer layer that produces extra embryonic membranes; and the inner cell mass, or ICM, which is the pole of the blastocyst and has a thicker accumulation of cells, from which all embryonic tissues develop. The image below is of a blastocyst, showing inner cell mass surrounded by the ZP and TE, which supplies the embryo with nourishment and later forms the major part of the placenta.

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Embryonic stem cells can be derived from the ICM of the blastocyst at the stage of embryogenesis, near the end of first week of development. We believe these extracted embryonic cells can be cultured in the laboratory and proliferate indefinitely, under the right conditions. ES cells growing in this undifferentiated state retain the potential to differentiate into cells of all three embryonic tissue layers.

Our method for establishing a tissue culture from the ICM of a bovine blastocyst includes the following steps:

•
obtaining a plurality of blastocysts, each blastocyst having a ZP, a TE, and an inner cell mass;
 
•
perforating each blastocyst;
 
•
isolating the inner cell mass from each blastocyst through the perforations;
 
•
seeding the inner call mass on a predetermined surface, called a substrate; and
 
•
culturing the inner cell mass to establish a bovine inner cell mass tissue culture.
 
Bioreactors

              The next step in the process we are developing uses software-controlled bioreactors to foster cell growth.  The initial growth phase leverages exponential growth of stem cells to achieve sufficient cell volumes for food production. The second bioreactor stage is that of differentiation, where the stem cells differentiate into multiple cell types, such as muscle and fat. The final incubation phase commences post-printing, and allows the cells to settle and grow in place as printed.

We are in the process of developing a dedicated bioreactor system for cell growth, integrated with software for monitoring the entire growth process, to enable us to maximize our research and knowledge capabilities in the field of industrial-scale growth and reproduction of cell suspensions. The bioreactor system will enable monitoring and control of growth parameters, as well as testing and developing an efficient and economical cell-growth process in industrial breeding containers. Separate from the bioreactor development process, we have commenced development of a cell-suspension growth process. This growth process is different from cell growth on laboratory plates. We expect that the newly-developed process will allow cell growth on a scale needed for industrial-scale meat printing.

Our Bio-Inks

The next step of the process we are developing relies on our bio-inks, which are printable biological materials that are grown from stem cells in a growth medium, and differentiated into inks to form various types of tissue, such as muscle, fat and connective tissue, as well as scaffolding inks that may be non-biological in origin. In this step, our bio-inks are printed in thin layers in the desired combination, providing creative control over the steak design, in a process that maintains the ongoing viability of the bio-ink cells. As the printed layers are composed of viable cells, they are then able to join together in an incubator with the help of bonding agents, forming three-dimensional tissues.

We are in the process of optimizing the characteristics of our proprietary bio-inks, including composition, motility, viscosity, temperature, structural stability, density and jettability, or the ability to be dispersed by a printer, as well as the factors helping the cells to connect in three-dimensional tissues.

To date, we have produced and manufactured bio-inks designed to create fat and muscle cells and tissues.  We have also built and successfully tested a three-dimensional prototype digital bio-ink printer for printing cultured meat cells, as well as supporting systems, with a view to developing industrial bio-print heads for the purpose of large-scale printing.

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Proprietary Bioprinting

Bioprinting is a process of fashioning a specific type or types of native or manipulated cells configured to form the edible tissue analog, by depositing scaffolding material mixed with cells and other bio-inks using an inkjet-style printer with drop-on-demand capabilities, where inks are dispensed only where needed.

The image below depicts a potential laboratory model that food companies licensing our technology and processes could use for the development and production of cultured meat steaks.


Once the tissue is bioprinted, the culture is transferred to an incubation bioreactor, where, in addition to providing nutrients and other chemical and biological agents, the systems provided may physically manipulate the tissues to increase differentiation (the process by which a cell changes from one type to another) and adjust the physical properties of the extracellular matrix, or ECM. The ECM is a three-dimensional network of very large molecules, such as collagen, that provide structural and biochemical support to surrounding cells. Collagen is the ECM of a scaffold that contains nutrients, adherents, and essential growth factors for the surrounding cells, supporting the development growth of complex muscle tissues in living animal bodies. Building muscle tissues in vitro requires the development of artificial scaffolds. Plants are an obvious candidate for artificial scaffolding, as plant fiber is similar in composition to collagen fiber.

To date, we have printed several cell types, which coalesced into fat and muscle tissue grown in our laboratory. To the best of our knowledge, this is the first commercial digital bio-ink printing of food performed by any commercial company using a bioprinter developed in-house that has brought about the coalescence of a living tissue made up of several different cells derived from a live cow. We observed that the digital printer arranged the cells in space as planned, with coalescence observed both between different cells and between cells and their environment, both of which are essential for tissue formation.  In the third quarter of 2020, we announced that we had achieved a significant milestone with the successful printing of a uniform, thin, slaughter-free meat tissue produced from stem cells.

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Cultured Steak Scaffolding
 
Growing three-dimensional meat presents a unique challenge. Typically, animal cells must remain within 200 microns from a nutrient supply in order to survive. This is little more than the width of a human hair and is known as the diffusion limit. It is the reason cells grow along the surface of a petri dish, rather than forming vertical piles.

In the next step of the process we are developing, we intend to build a scaffold to support the growth of three-dimensional meat.  A “scaffold”, or “biocompatible scaffolding”, refers to an engineered platform having a predetermined three dimensional structure, which mimics the three-dimensional environment of the natural extracellular material, or ECM, provides short-term mechanical support of the tissue culture, and provides an increased surface area for cell adhesion, proliferation, migration, and differentiation, eventually leading to accelerated tissue formation. We are developing technology to allow for the formation of a composite scaffold.

To date, we have developed stem cell growth media, which we have used in experiments to grow high-density stem cells based solely on compounds produced in laboratory processes, rather than animal-sourced materials.  We sorted stem cells into fat and muscle cells, allowing the building of muscle fibers, following on from a successful trial of a sorting process of basic stem cells that we harvested from an umbilical cord. These cells were nourished with a nutritional compound that we developed as a growth medium to direct the stem cells to be sorted into fat cells, as needed for the fat tissue in the printed steaks we are developing.
 
Modularity

We are focused on developing a process that will allow our food technology customers to operate a high-throughput manufacturing process for high-quality, healthy meat. Our cellular agriculture and bioprinting processes are being designed to be modular, in that they can work using different sizes of factory.  We believe we could license our technology to customers with industrial plants close to urban areas seeking to provide ‘just in time’, logistically-efficient, local, and premium cellular agriculture. In addition, we believe a licensee of our technology could build a plant in a locality that does not have the resources needed for industrial animal husbandry, allowing places like the United Arab Emirates, Hong Kong or Singapore to potentially become more agriculturally independent, thus increasing food security. As costs continue to decrease, we believe licensees of our technology could also build production facilities in localities where there is high agricultural seasonality or desertification risk.

Additional Technologies

We may incorporate novel bioreactor technologies that benefit cellular agriculture and the development of low-cost cell culture media not based on fetal bovine serum.
 
We also plan to add cell line types to expand the development of cultured meat to other types of animals, as well as achieving market penetration in the shortest timeframe possible, thus realizing the great potential in the market. While we are developing beef combined with three-dimensional digital printing technology, our acquisition Peace of Meat is developing cultured avian fat. We estimate that the first hybrid products based on Peace of Meat technology may enter the market as early as 2022. Beyond hybrid products, cultured fat is expected to be a component in other fat-based products (edible and otherwise), and an integrated component in Meat-Tech’s printing technology. We are working to create synergy and added value to the cultured meat market, while sustaining animal welfare and meeting the growing global demand for meat.

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Hybrid Products – Path to Market Entry

Peace of Meat has developed a unique, proprietary, stem-cell-based technology to produce animal fats, such as those from cattle, chicken or geese, without harming any animals. We are leveraging Peace of Meat’s technologies, including through novel hybrid food products, to expedite market entry while we develop an industrial process for cultivating and producing real meat using three-dimensional bioprinting technology, without harming animals.
 
Peace of Meat has developed a proprietary, stem-cell-based bioreactor technology for cultivating animal fats from chicken and ducks, without harming animals. The technology’s first expected application is in hybrid food products, combining plant-based protein with cultured animal fat, designed to provide meat analogues with qualities of “meatiness” (taste and texture) closer to that of conventional meat products, to which end it has conducted a number of taste tests, demonstrating the potential that its cultured fat has to enhance the taste of plant-based protein products.

Sales and Distribution

We do not yet have any sales, marketing or distribution infrastructure or capabilities. In the event that we complete development of our technologies and secure adequate funding, we intend to consider commercialization collaborations, where appropriate.
 
We have engaged in a consulting agreement with the Adom Group, or Adom, under which Adom serves as a consultant for the development of our operations in the cultured meat production industry, and will assist us in penetrating the markets in which Adom operates in Europe and South America. Under the agreement with Adom, we granted Adom first refusal rights for establishing a production plant using the technology that we are developing, in one target country, such as Israel, Poland, Argentina or Brazil. According to the terms of the agreement, should Adom induce a leading producer in the local meat industry in the target country to invest in us at least $1 million and engage with the producer to establish a production plant franchise based on our technologies, we will grant Adom and the franchisee first refusal rights for production in that target country, subject to the completion of certain fundraising milestones, by or in conjunction with Adom.
 
We believe our ideal prospective customers will be value-added food processors and retailers that wish to benefit from cultured meat manufacturing capabilities. We intend to provide our corporate customers with a solution to these needs in the form of highly-automated, cleaner, ‘just-in-time’ manufacturing of complex meat structures using a repeatable, consistent manufacturing process. Our goal is for our customers to be able to streamline their meat supply chain, introduce greater manufacturing flexibility, and locate their cultured meat production facilities closer to the point of retail or consumption.

We intend to provide our customers with assistance in constructing facilities to employ our proprietary technology and processes. We expect that we will need to collaborate with third parties to obtain and make available to our customers the expertise necessary to provide this assistance. In addition, we intend to procure the equipment our licensees need to deploy our proprietary technology and processes from third-party providers. Some equipment, such as piping, clean rooms, and packing and freezing equipment, are standard industry equipment and can be sourced on open markets. Other equipment such as bioreactors and our proprietary bioprinters, will need to be produced by contract manufacturers.

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Intellectual Property

We have sought and continue to seek patent protection as well as other intellectual property rights for our products, processes and technologies in the United States and internationally. Our policy is to pursue, maintain, expand, protect and defend our patent rights and trade secrets, which we believe enable us to deliver long-term protection for the proprietary technologies, inventions and improvements that are commercially important to the development of our business.
 
We have a growing portfolio of six provisional and non-provisional patent applications with the USPTO and WIPO filed through the PCT. A provisional patent application is a preliminary application, and establishes a priority date for the patenting process of inventions disclosed therein.
 
Our existing patent portfolio can currently be divided into two main areas:

Mechanical: covering printer components and peripherals used in the fabrication of the tissue cultures with one provisional and one PCT applications filed:

The first is directed to print heads operable in a bioprinting systems for the fabrication of edible biostructures using drop-on-demand, the print heads specifically designed to accommodate bio fluids of suspended systems without causing demixing, while still delivering bio fluids with high accuracy and precision. The provisional application was filed on March 5, 2020. Research, development and engineering of the technology is continuing. A Go/No-go decision is expected to be made in the first quarter of 2021.

The second is a PCT application directed to systems and methods of physically manipulating a resilient container (bladder) of bioprinted tissue culture having non-random three dimensional cell structure over 4 dimensions, namely elongation, compression, torsion and shear, to modulate the tissue and achieve the desired texture for each meat type. The PCT Application was filed September 22, 2020. Research, development and engineering of the technology is continuing. Publication is expected in March, 2021.
 
Biological: covering initial materials used in the process and the methods for their use in the bioprinted tissues with two PCT applications and two provisional applications filed.

The first PCT application, a foundational patent application, directed to methods and compositions implementable in an inkjet bioprinting systems for the fabrication of edible muscle, cartilage and bone biostructures using drop-on-demand printing technology, having a predetermined three dimensional structure of more than 1.5 inch thick for a slab, which can be assembled from substantially two-dimensional patterns with cells, stem cells and ECM incorporated therein, whether in the presence of biocompatible scaffolding, anchor particles or not, with tissue growth and structure occurring in a controlled non-random two- and three dimensional pattern. The application was filed on July 8, 2020 under the PCT and was published on January 8, 2021.

The second PCT application is directed to methods for harvesting ICM from bovine blastocysts, the systems used to implement the methods with the disclosed compositions, are used to culture the harvested inner cell mass (ICM) for embryonic stem cells (ESC) for the formation of tissue cultured to emulate tissues and/or organs for (non-vegan) food consumption. The PCT application was filed on January 13, 2021, under the PCT, with publication due July 13, 2022.

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The first pending provisional is directed to support for an adherent and/or semi-adherent cell growth culture, the product of, which can be used for bio-ink raw material, as well as the bio-ink itself, providing some rigidity to the printed bio-ink. The support being a three-dimensional (3D) network of wormlike micelles (3DNWM) manipulated to promote cell adherence, either as a stand-alone, or as a further stabilized 3D network, using an interpenetrating polymer network of, for example, telechelic polymers and/or oligomers and other bio-compatible polymers and/or oligomers. The provisional application was filed on June 8, 2020. A Go/No-go decision is expected to be made in the first quarter of 2021.

The second pending provisional is directed to methods and compositions for the xeno-free propagation of bESC on bovine umbilical stem cells (bUCSC), derived from a bovine umbilical cord. The provisional application was filed on January 13, 2021. Work on the technology continues and a Go/No-go decision is expected to be made in the third quarter of 2021.
 
In addition to patent applications, we maintain trade secrets covering know-how and proprietary information relating to our core technologies and make practicable efforts to protect our confidential trade secrets.  To this end, we require our employees engaged in the development of intellectual property to enter into confidentiality agreements prohibiting the disclosure of confidential information and further, require disclosure and assignment of any inventions and associated intellectual property rights that are important to our business. Additionally, we require all entering employees to represent they are not bringing in, or are using any third party’s Trade Secrets.We are also in the process of registering our name and logo as registered trademarks in the United States, and of securing ongoing rights to our domain name.

While our policy is to obtain patents by application, license or otherwise, to maintain trade secrets and to seek to operate without infringing on the intellectual property rights of third parties, technologies related to our business have been rapidly developing in recent years. Additionally, patent applications that we may file or license from third parties may not result in the issuance of patents, and our current or future issued patents may be challenged, invalidated or circumvented. Therefore, we cannot predict the extent of claims that may be allowed or enforced against our patents, nor be certain of the priority of inventions covered by pending third-party patent applications. If third parties prepare and file patent applications that also claim technology or therapeutics to which we have rights, we may have to engage in proceedings to determine priority of invention, which could result in substantial costs to us, even if the eventual outcome is favorable. Moreover, because of the extensive time required for clinical development and regulatory review of products we may develop, it is possible that the patent or patents on which we rely to protect such products could expire or be close to expiration by the commencement of commercialization, thereby reducing the value of such patent. Loss or invalidation of certain of our patents, or a finding of unenforceability or limited scope of certain of our intellectual property, could also have a material adverse effect on us. See “Risk Factors — Risks Related to our Intellectual Property and Potential Litigation.”

Competition

We expect that demand for our cultured meat manufacturing plants will be driven by consumer demand for alternative proteins and, more specifically, consumer acceptance of cultured meat as the alternative protein of choice.  We believe we will compete with other cultured meat manufacturers, alternative protein manufacturers, and the conventional meat industry as a whole.  We expect to directly compete with companies licensing know-how or otherwise enabling the establishment of cultured meat manufacturing plants. We are aware of certain companies that have announced plans to provide their cultured meat technology on a B2B basis, however we are not currently aware of a potential competitor focusing on complex, bioprinted high-value real meats, such as steak.

The following table shows the mapping of some companies that we know to operate in the field of conventional meat substitutes, distinguishing between vegetable meat substitutes and real cultured meat, as well as between 3D-printing and non-printing technologies, with only the former providing the high-resolution control needed for premium, structured products with specific shape and texture.


Companies such as Memphis Meats and Mosa Meat are focused on producing red meats, BluNalu, Inc. on fish and Shiok Meats on crustaceans. There are different companies working on culturing varying cell types, such as chicken, pork, kangaroo and foie gras. This push on scaling-up cellular agriculture can serve as a solution to the scale and environmental challenges confronting traditional meat production. Other alternative protein competitors such as Beyond Meat and Impossible Foods, Inc. are already selling plant-based meat substitutes, but to the best of our knowledge, these companies are not focused on the production of real meat products produced with animal cells.

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Companies Developing Vegetable and Insect Protein Alternatives

There are numerous companies focused on developing meat substitutes. In order for a product to achieve commercial acceptance as an alternative to meat, it must have an appearance, taste, smell and nutritional values ​that are similar enough to the type of meat that it seeks to replace or with which it seeks to compete. These meat substitute companies generally employ proprietary formulae for manufacturing, based wholly on ingredients of plant origin. In addition, we are aware of several companies developing insect-protein production capabilities, employing among other insects, flies, larvae and grasshoppers.
 
Companies Developing Cultured Meat

The cellular agriculture meat sector is in early stages of development. The sector is currently primarily comprised of companies developing a full technology stack from developing cell lines to scaling up cellular cultivation, developing media, and researching the food technology aspects of the final product. Market dynamics have led to a large number of companies operating in this manner. We are aware of approximately thirty companies operating in the cell-based field, several of whom are developing cellular agriculture for ground-meat alternatives and appear to be progressing with their technological development. Some have indicated readiness to bring cell-based meat products to market during the period as early as late 2021 through 2023. We do not believe that any companies in this space have already developed the capability to produce industrial quantities at prices low enough to compete on a dollar-per-pound basis against conventionally-harvested meat.

A number of larger companies have begun engaging in this sector. For example, companies such as Merck & Co., Inc., Lonza Group AG and Nestlé S.A. are currently investing in capabilities to accommodate the market’s desire for change in the cell culture media market. Additionally, a number of bioreactor companies are rumored to be interested in the cellular agriculture market opportunity. Over time, we expect that larger players will continue to increase their exposure to cellular meat production either by selling to, or collaborating with, the many start-ups in the space.

Currently cellular agriculture companies are for the most part paving their own path, with a goal of producing meat cells suitable as a replacement for ground meat. The ground meat type of cellular product may also be suitable as an ingredient in a hybrid plant-based food product. The cell-types relevant to this effort are primarily muscle and fat cells. What exactly these cell-based companies will offer is likely to be affected by consumer expectations and underlying cost structures. We believe these companies may have to mix their cellular meat product with plant-based ingredients in the interests of cost or appearance.
 
Companies Developing Structured Cultured Meat Products

To our knowledge, there is currently no other company focused on the scaling up of three-dimensional bioprinting. However, there are companies attempting to produce steaks by means of other approaches, such as growing bovine cells including fat, muscle and connective tissue on a pre-prepared scaffold, in order to create a contiguous piece of meat, which has so far yielded steaks approximately the size and thickness of a credit card.

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Government Regulation


Regulators around the world are in the process of developing a regulatory approval process for cultured meat. Cultured meat is not yet generally commercially available, but technologies like ours are anticipated to facilitate the imminent scaling up of cultured meat production. In general, cultured meat production is expected to be subject to extensive regulatory laws and regulations in the United States and in other jurisdictions such as Canada, Japan, the European Union and the United Kingdom. In the United States, existing food safety requirements are expected to apply, and additional details are being developed at the FDA and USDA pursuant to a Memorandum of Understanding, or MOU, published by the FDA and USDA on March 7, 2019 entitled “Formal Agreement to Regulate Cell-Cultured Food Products from Cell Lines of Livestock and Poultry.”

Under the MOU — which is expected to affect our customers producing cultured meat — the two agencies will operate under a joint regulatory framework wherein FDA will oversee cell collection, cell banks, and cell growth and differentiation. A transition from FDA to USDA oversight will then occur during the cell harvest stage, at which point the USDA will oversee the production and labeling of cultured meat. The USDA will be advancing new labeling requirements. To the best of our knowledge, the regulatory approval details under development are not expected to apply to our business directly, but they are instructive as to the regulatory requirements our cultured meat production customers are expected to face and their expectations of us, in the form of customer assurances, regarding our product.

 At this time, our business is limited to developing cultured meat production technology (i.e., bioprinters) that will be marketed to cultured meat producers, and that of Peace of Meat is limited to developing cultured meat ingredients (such as cultured avian fat). In the United States, and consistent with the Federal Food, Drug and Cosmetic Act, Federal Meat Inspection Act, and Poultry Products Inspection Act, food ingredient manufacturers (like Peace of Meat) must comply with the FDA’s food production requirements under the FDCA, as amended by the Food Safety Modernization Act, or the FSMA, to ensure that the food is safe.

In addition, production equipment manufacturers must ensure that their products do not contribute to the production of adulterated food. The regulatory obligation falls on the food manufacturer to ensure that all food produced — including cultured meat — is wholesome and not adulterated. Therefore, when sourcing food processing equipment, such as the three-dimensional bioprinter we are developing, our customers will request assurances that the bioprinter is safe for its intended use and will not result in the production of adulterated food. We intend to monitor developments at the FDA and USDA in connection with the aforementioned FDA-USDA MOU to determine whether any specific requirements or recommendations are published with specific regard to cultured meat equipment manufacturers.

In the United States, we expect companies manufacturing cultured meat products to be subject to regulation by various government agencies, including the FDA, USDA, and the FTC. Equivalent foreign regulatory authorities include the Canadian Food Inspection Agency, the Japanese Food Safety Commission, and the European Food Safety Authority and authorities of the EU member states. These agencies, among other things, prescribe the requirements and establish the standards for food quality and safety, and regulate various food technologies, including alternative meat product composition, ingredients, manufacturing, labeling and other marketing and advertising to consumers.

We expect that federal, state and foreign regulators will have the authority to inspect our customers’ facilities to evaluate compliance with applicable food safety requirements. Federal, state, and foreign regulatory authorities also require that certain nutrition and product information appear on the product labels of our customers’ food products and, more generally, that such labels be truthful and non-misleading and that marketing and advertising be truthful, non-misleading and not deceptive to consumers.

In the United States, new labeling requirements are being developed for cultured meat. On July 31, 2020, the USDA Food Safety and Inspection Service, or USDA-FSIS, announced that it will be preparing new regulatory requirements with regard to the labeling of cultured meat products and will propose these new requirements through its administrative rulemaking process. No timeline has yet been provided for this rulemaking. As background, in February 2018, the U.S. Cattlemen’s Association petitioned USDA-FSIS to exclude products not derived from the tissue or flesh of animals that have been harvested in the traditional manner from being labeled and marketed as “meat,” and exclude products not derived from cattle born, raised and harvested in the traditional manner from being labeled and marketed as “beef.” On June 9, 2020, the Harvard Law School Animal Law & Policy Clinic petitioned USDA to urge it to adopt a labeling approach for cell-based meat and poultry products that does not overly restrict speech, asserting that USDA should wait until it has a better understanding of the compositional and safety characteristics of finished cell-based meat products, and until USDA has the opportunity to review proposed labels, before establishing any speech restrictions. The USDA has not yet responded substantively to these petitions but has indicated that these petitions are being considered as petitions for policy changes under the USDA’s regulations. The United States Congress has also considered federal legislation on this issue, most recently the Real MEAT (Marketing Edible Artificials Truthfully) Act introduced in October 2019, which could potentially affect requirements for our product labeling and marketing, such as having to identify products as “imitation” meat products in the U.S. We are closely monitoring developments on the labeling front as any changes in, or changes in the interpretation of, applicable laws, regulations or policies of the USDA, that relate to the use of the word “meat” or other similar words in connection with cultured meat products could adversely affect our business, prospects, results of operations or financial condition.

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As the cell-based agriculture industry is young and its regulatory framework is emerging and evolving, legislation and regulation may evolve to raise barriers to our go-to-market strategies.

In addition to federal regulatory requirements in the United States, certain states impose their own manufacturing and labeling requirements. For example, states typically require facility registration with the relevant state food safety agency, and those facilities are subject to state inspections as well as federal inspections. Further, states can impose state-specific labeling requirements. For example, in 2018, the State of Missouri passed a law that prohibits any person engaged in advertising, offering for sale, or sale of food products from representing products as meat that are not derived from traditionally harvested production of livestock or poultry. This law has been challenged in court as a violation of free speech by the Good Food Institute, the Animal Legal Defense Fund and American Civil Liberties Union. Additional states subsequently passed similar laws. We intend to manufacture and label our products in material compliance with all relevant state requirements.

Similar regulatory developments are taking place in foreign jurisdictions. For example, the Agriculture Committee of the European Parliament proposed in May 2019 to reserve the use of “meat” and meat-related terms and names for products that are manufactured from the edible parts of animals. If such measures are adopted, they may affect our ability to label and advertise our products as we see fit.

We are subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations and other laws, including consumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations are subject to various laws and regulations relating to environmental protection and worker health and safety matters. We monitor changes in these laws and believe that we are in material compliance with applicable laws.
 
Environmental, Health and Safety Matters

We, our agents and our service providers, including our manufacturers, may be subject to various environmental, health and safety laws and regulations, including those governing air emissions, water and wastewater discharges, noise emissions, the use, management and disposal of hazardous, radioactive and biological materials and wastes and the cleanup of contaminated sites. We believe that our business, operations and facilities, including, to our knowledge, those of our agents and service providers, are being operated in compliance in all material respects with applicable environmental and health and safety laws and regulations. Based on information currently available to us, we do not expect environmental costs and contingencies to have a material adverse effect on us. However, significant expenditures could be required in the future if we, our agents or our service providers are required to comply with new or more stringent environmental or health and safety laws, regulations or requirements.

Except as stated above, we are not aware of any environmental risks related to our operations, and therefore, we do not believe that environmental regulations will have a significant effect on us. However, in the future, we may be required to meet environmental protection standards or regulations which could have a material impact on our activities, activities, profitability and ability to remain competitive.

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Property and Infrastructure

Our office and laboratory are located at 18 Einstein St., Ness Ziona, Israel. The laboratory and office space total approximately 3,600 square feet. Our lease for this office and laboratory space expires in October 2021, however we have an option to extend it until October 2022. The annual rent (including parking fees) is approximately $0.1 million and is linked to the Israeli Consumer Price Index. We constructed our laboratory facilities in December 2019 to facilitate our development of stem-cell-based ink development processes.
 
Employees

As of June 30, 2020, we had 18 employees based at our office and laboratory in Ness Ziona, Israel.
 
Local labor laws govern the length of the workday and workweek, minimum wages for employees, procedures for hiring and dismissing employees, determination of severance pay, annual leave, sick days, advance notice of termination, Social Security payments or regional equivalents, and other conditions of employment and include equal opportunity and anti-discrimination laws. None of our employees is party to any collective bargaining agreements. We generally provide our employees with benefits and working conditions beyond the required minimums. We believe we have a good relationship with our employees, and have never experienced any employment-related work stoppages.
 
Legal Proceedings

From time to time, we may be party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in any legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations.
 
Our History

We were incorporated in May 2018 in Israel as DocoMed Ltd., and in September 2019, changed our name to MeaTech Ltd., or MeaTech. In January 2020, MeaTech completed a merger by way of an exchange of shares between MeaTech’s shareholders and Ophectra Real Estate and Investments Ltd., or Ophectra, a company incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983 that became a public company on August 29, 1994 when its shares were listed for trade on the Tel Aviv Stock Exchange. Under the merger agreement between MeaTech and Ophectra, Ophectra allotted to MeaTech’s shareholders 30,525,506 ordinary shares of Ophectra, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the merger was closed, MeaTech’s shareholders held approximately 60% of the issued and paid-up share capital of Ophectra. Upon completion of the merger, MeaTech became a wholly-owned subsidiary of Ophectra, the name of Ophectra was changed to Meat-Tech 3D Ltd. and all directors and officers of MeaTech became directors and officers of Meat-Tech 3D Ltd., in addition to some of the independent directors of Ophectra. In September 2020, the name of MeaTech Ltd., now a fully-owned subsidiary of ours, was changed to Chicken Meat-Tech Ltd. In February 2021, we completed a purchase of Peace of Meat BV, or Peace of Meat, a Belgian developer of cultured avian fat, which became a fully-owned indirect subsidiary of ours, through our fully-owned subsidiary MeaTech Europe BV.

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MANAGEMENT
 
Executive Officers and Directors
 
The following table sets forth the name, age and position of each of our executive officers and directors as of February 17, 2021. Unless otherwise stated, the address of our executive officers and directors is Meat-Tech 3D Ltd. 18 Einstein St., P.O. Box 4061 Ness Ziona 7414001, Israel.
 
Name
 
Age
 
Position
 
 
 
 
 
Executive Officers:
 
 
 
 
Sharon Fima
 
45
 
Chief Executive Officer, Chief Technology Officer and Director
Omri Schanin
 
30
 
Deputy Chief Executive Officer and Chief Operating Officer
Guy Hefer
  39  
Chief Financial Officer
Dan Kozlovski
 
36
 
Vice President, Research and Development
Non-Employee Directors:
       
Steven H. Lavin
 
65
 
Chairman of the Board of Directors
Daniel Ayalon
 
65
 
Director
David Gerbi(1)(2)(3)
 
41
 
External Director
Eli Arad(1)(2)(3)   48   External Director
Shirly Cohen(1)(2)(3)   53
  Director
 
(1)          Member of the Audit Committee
 
(2)          Member of the Compensation Committee
 
(3)          Independent director as defined under Nasdaq Marketplace Rule 5605(a)(2) and SEC Rule 10A-3(b)(1).

Executive Officers
 
Sharon Fima, Chief Executive Officer, Chief Technology Officer and Director
 
Sharon Fima has served as our Chief Executive Officer and Chief Technology Officer since September 2019, and a director since January 2020. He has over 20 years of experience as a printing-industry entrepreneur. From 2018 to 2019, he was the founder and CEO of Agama Extreme Ltd., and from 2014 to 2018, he was the founder and CTO of Nano Dimension Ltd. (TASE/Nasdaq: NNDM), which developed a complete desktop three-dimensional printing system for multilayer printed circuit boards, working on proprietary conductive nano-silver inks along with novel insulating and substrate inks. Prior to Nano Dimension, Mr. Fima was R&D Integration Manager at XJET Ltd. from 2010 to 2013, and an R&D team leader between 1997 and 2010 at HP Indigo Divison, a division of Hewlett Packard’s graphic solutions business.
 
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Omri Schanin, Deputy Chief Executive Officer and Chief Operating Officer
 
Omri Schanin has served as our Chief Operating Officer since October 2020, after co-founding and joining us in September 2019. Between 2018 and 2019, he was founder and CEO of Docomed, a digital health company offering better treatment through continuous pain monitoring and data collection, and co-founder and CEO of Cannova, a developer of sublingual alginate strips to supply active ingredients of the cannabis plant through the tongue into the bloodstream, between 2018 and 2019. He was previously a Merage Fellow at the University of California, Irvine. Between 2013 and 2016, he attained the rank of Major (Res.) while serving as a deputy commander of a missile ship in Israeli Navy. Mr. Schanin holds B.Sc. degrees in Life Sciences and Biotechnology from the Hebrew University of Jerusalem, Israel, and Business Management and Political Science from the University of Haifa, and an MBA in Entrepreneurship and Innovation from the College of Management Academic Studies.
 
Guy Hefer, Chief Financial Officer
 
Guy Hefer has served as our Chief Financial Officer since October 2020. He has over ten years of experience in investment banking and corporate finance roles. Most recently he was the CFO of Prytek Holdings, a private holding group investing in technology companies globally. Prior to that, Mr. Hefer was an investment banker at Leumi Partners between 2018 and 2019 and GCA investment banking between 2017 and 2018 in Israel and at Barclays investment banking division between 2011 and 2016 in the UK and in Israel. Prior to that Guy worked at Grant Thornton Accounting firm in Israel between 2009 and 2011. Mr. Hefer holds a B.A. degree in Accounting and Economics from the Tel Aviv University, Israel.

Dan Kozlovski, Vice President of Research & Development
 
Dan Kozlovski has served as our Vice President of Research & Development since August 2020, after joining us in December 2019. He specializes in R&D and product development, with expertise in three-dimensional computer-aided design. Mr. Kozlovski has more than ten years of experience working in high-technology companies in the printing market. Previously, he served as Future Platform R&D Mechanical Engineer at HP Indigo Division from June 2018 to December 2019. Mr. Kozlovski has also worked as Mechanical Team Leader at Nano Dimension from August 2015 to June 2018. Mr. Kozlovski holds a B.Sc. degree in Mechanical Engineering from Ben Gurion University of the Negev and an Executive MBA in Technology, Innovation & Entrepreneurship Management from Tel Aviv University.
 
Non-Executive Directors
 
Steven H. Lavin, Chairman of the Board of Directors
 
Steven H. Lavin has served on our board of directors as Chairman since May 2020. He is president of Lavin & Gedville, P.C., a boutique law firm where he specializes in providing advice, negotiating and completing financing transactions, business acquisitions and dispositions, corporate structure and organizations. Mr. Lavin is a member of Germin8 Ventures, LLC, a venture capital firm investing in transformative food and agricultural technology and providing investment and strategic resources to companies addressing major demand trends and improving the global food system through disruptive technologies and solutions. Since 2004, Mr. Lavin has served on the board of managers, and since 2005 he has served as vice-chairman of OSI Group, LLC, a leading global provider of primary and value added further processed protein and other food products. Mr. Lavin is also a director of Bank Leumi USA, the U.S. subsidiary of one of Israel’s largest banks, as well as a number of OSI subsidiaries. Mr. Lavin holds a J.D. from Loyola University School of Law and a B.S. in Accountancy from the University of Illinois. He is a member of the Illinois Bar, the American Bar Association, the Illinois State Bar Association and the Chicago Bar Association.
 
Daniel Ayalon, Director
 
Daniel Ayalon has served as a director since May 2020. He served as Foreign Policy Advisor to Israeli Prime Minister Ariel Sharon and as Israel's Ambassador to the United States between 2002 and 2006. Mr. Ayalon is a member of the board of governors of Tel Aviv University, and the board of trustees of the Lantos Human Rights and Justice Foundation in Washington, DC. Mr. Ayalon was elected to Israel’s parliament, the Knesset, in 2009, and served as Deputy Minister of Foreign Affairs until 2013. He is chairman of Hod Ayalon Ltd., a firm that consults to governments and international corporations, and was a visiting professor of foreign policy studies at Yeshiva University. Mr. Ayalon holds a B.A. in Economics and Labor Studies from the Tel Aviv University, and an M.B.A. from Bowling Green State University.
 
David Gerbi, External Director
 
David Gerbi has served as an external director since August 2019. Mr. Gerbi is managing partner of accounting firm Gerbi & Co. and of consulting firm Do Finance Consulting, and serves as Chief Financial Officer of B.G.I. Investments (1961) (TASE:BGI). Mr. Gerbi holds a B.A. in Business Administration and Accounting from the Israeli College of Management Academic Studies and an M.B.A. in Finance from Tel Aviv University.

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Eli Arad, External Director
 
Eli Arad has served as an external director since February 2018. Mr. Arad has been CEO of real-estate and life science investors Merchavia Holdings and Investments (TASE:MRHL) since 2010. Mr. Arad has served as a director of Cleveland Diagnostics, a clinical-stage biotechnology company developing technology to improve cancer diagnostics since 2016, as well as B.G.I. Investments (1961) (TASE:BGI), since 2016. He has had leadership roles in many biomedical startup companies, and has extensive experience in all areas of financial management. Mr. Arad is a certified practicing accountant who holds a B.A. in Accounting from Ramat Gan College and an M.B.A. from the Ruppin Academic Center.
 
Shirly Cohen, Director
 
Shirly Cohen has served as a director since January 2018. She is the Chief Financial Officer of Stopmarket Ltd., a position she has held since 2016. Ms. Cohen was also the Chief Financial Officer of Y Bair Holding Ltd. from 2003 to 2016. Ms. Cohen is a certified practicing accountant who holds a B.A. in Accounting from Ramat Gan College and an M.B.A. from the Ruppin Academic Center.
 
Compensation of Executive Officers and Directors
 
The aggregate compensation we paid to our executive officers and directors for the year ended December 31, 2020, was approximately $679,000. This amount includes approximately $106,000 paid, set aside or accrued to provide pension, severance, retirement or similar benefits or expenses, but does not include share-based compensation expenses, or business travel, professional and business association dues and expenses reimbursed to office holders, and other benefits commonly reimbursed or paid by companies in our industry. As of February 17, 2021, options to purchase 700,000 ordinary shares granted to our officers and directors were outstanding under our share option plan at a weighted average exercise price of $0.68 per share.
 
The table and summary below outlines the compensation granted to our Chief Executive Officer and Chief Technology Officer, the Chairman of our board of directors, our Deputy Chief Executive Officer and Chief Operating Officer, our Vice President of Research and Development and our former Chief Financial Officer, with respect to the year ended December 31, 2020. For purposes of the table and the summary below, “compensation” includes base salary, bonuses, equity-based compensation, retirement or termination payments, benefits and perquisites such as car, phone and social benefits and any undertaking to provide such compensation.

Name and Principal Position
 
Salary(1)
   
Bonus(2)
   
Equity-Based
Compensation(3)
   
Other Compensation(4)
   
Total
 
   
(USD in thousands)
 
Mr. Sharon Fima
Director, Chief Executive Officer & Chief Technology Officer
 
$
169
   
$
20
   
$
34
   
$
37
   
$
260
 
Mr. Steven H. Lavin
Chairman of the Board of Directors
 
$
120
     
-
   
$
113
     
-
   
$
233
 
Mr. Omri Schanin
Deputy Chief Executive Officer and Chief Operating Officer
 
$
146
     
-
     
-
   
$
2
   
$
148
 
Mr. Dan Kozlovski
Vice President of Research & Development
 
$
128
     
-
   
$
14
   
$
2
   
$
144
 
Mr. Uri Ben-Or
Former Chief Financial Officer(5)
 
$
31
     
-
   
$
17
     
-
   
$
48
 

(1)
Salary includes the officer’s gross salary plus payment by us of social benefits on behalf of the officer. Such benefits may include payments, contributions and/or allocations for savings funds (e.g., Managers’ Life Insurance Policy), pension, severance, risk insurance (e.g., life, or work disability insurance), payments for social security and tax gross-up payments, vacation, medical insurance and benefits, convalescence or recreation pay and other benefits and perquisites consistent with our policies.
 
(2)
Represents annual bonuses granted to the officer based on formulas set forth in the respective resolutions of our Compensation Committee and Board of Directors with respect to 2020.
 
(3)
Represents the equity-based compensation expenses recorded in our consolidated financial statements for the year ended December 31, 2020, based on the securities’ fair value on the grant date, calculated in accordance with applicable accounting guidance for equity-based compensation. For a discussion of the assumptions used in reaching this valuation, see Note 5 to our consolidated interim financial statements included in this prospectus.
 
(4)
Represents benefits and perquisites such as car, phone and social benefits.

 
(5)
Mr. Ben-Or left the Company on October 21, 2020.

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Employment and Consulting Agreements
 
Our employees are employed under the terms prescribed in their respective employment contracts. The employees are entitled to the social benefits prescribed by law and as otherwise provided in their agreements. These agreements each contain provisions standard for a company in our industry regarding non-competition, confidentiality of information and assignment of inventions. Under currently applicable labor laws, we may not be able to enforce covenants not to compete and therefore may be unable to prevent our competitors from benefiting from the expertise of some of our former employees. See “Risk Factors — Risks Relating to Our Business” for a further description of the enforceability of non-competition clauses. We also provide certain of our employees with a company car, which is leased from a leasing company.
 
Executive officers are also employed on the terms and conditions prescribed in employment agreements. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. See “Certain Relationships and Related Party Transactions - Employment Agreements and Director Fees” and “Risk Factors — Risks Relating to Our Business.”
 
Corporate Governance Practices
 
As a foreign private issuer, we are permitted to follow certain Israeli corporate governance practices instead of the Nasdaq Capital Market corporate governance rules, or the Nasdaq Marketplace Rules, provided that we disclose which requirements we are not following and the equivalent Israeli requirements. Pursuant to the “foreign private issuer exemption”:
 
•
We are not required to have a nominating committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. Our board of directors currently nominates director candidates, in compliance with the Companies Law.
 
•
We are not required to comply with specifications regarding the composition of our compensation committee under SEC and Nasdaq rules nor the requirement that it adopts a written charter addressing the committee’s purpose and responsibilities. Although we have adopted a formal written charter for our compensation committee, there is no requirement under the Companies Law to do so and the charters as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules.
 
•
We are not required to adopt a code of conduct applicable to all directors, officers and employees, and the Companies Law does not require us to do so. Although we have adopted a code of conduct, there is no requirement under the Companies Law to do so and the code as adopted may not specify all of the items enumerated in the applicable Nasdaq Marketplace Rules.
 
•
The quorum for a meeting of our shareholders will be at least two shareholders present in person, by proxy or by a voting instrument, who hold in the aggregate at least 25% of our issued share capital (and in an adjourned meeting, with some exceptions, any number of shareholders) instead of 331∕3% of our issued share capital as required under applicable Nasdaq Marketplace Rules.
 
•
We intend to seek shareholder approval for all corporate actions requiring such approval under the requirements of the Companies Law, including (i) in connection with equity-based compensation to officers and directors; and (ii) certain dilutive events (such as issuances that will result in a change of control, certain transactions other than a public offering involving issuances of a 20% or greater interest in us and certain acquisitions of the stock or assets of another company), rather than seeking approval for corporate actions in accordance with the applicable Nasdaq Marketplace Rules.
 
•
As permitted by the Companies law, our Board is not comprised of a majority of independent directors as would be required in accordance with applicable Nasdaq Marketplace Rules.
 
•
As permitted by the Companies law, our Board has not adopted a policy of conducting regularly scheduled meetings at which only our independent directors are present in accordance with applicable Nasdaq Marketplace Rules.
 
•
As opposed to making periodic reports to shareholders and proxy solicitation materials available to shareholders in a manner specified by the SEC and Nasdaq Marketplace Rules, the generally accepted practice in Israel is not to distribute such reports to shareholders but to make such reports available through a public website. We intend to mail such reports to shareholders only upon request.
 
In all other respects, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the Nasdaq Capital Market. We may in the future decide to use the foreign private issuer exemption with respect to some or all of the other Nasdaq Capital Market corporate governance rules. Following the closing of this offering, we will also comply with Israeli corporate governance requirements under the Companies Law applicable to public companies. Accordingly, our shareholders may not be afforded the same protections as provided under Nasdaq Marketplace Rules.

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Board of Directors
 
Our board of directors consists of six directors, including two directors who are deemed external directors per the requirements of the Companies Law (see “— External directors”). These two directors, as well as one additional director, qualify as independent directors under the corporate governance standards of the Nasdaq Marketplace Rules and the independence requirements of Rule 10A-3 of the Exchange Act.
 
Under our articles of association, our board of directors must consist of no less than three and no more than 11 directors, including external directors. Pursuant to our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting.
 
In addition, our articles of association allow our board of directors to appoint new directors to fill vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of his tenure in accordance with our articles of association. Our board of directors may continue to operate for as long as the number of directors is no less than the minimum number of directors mentioned above.
 
Our external directors have a term of office of three years under Israeli law and may be elected for up to two additional three-year terms, or more, under the circumstances described below. External directors may be removed from office only under the limited circumstances set forth in the Companies Law. See “— External directors” for a description of the procedure for the election and dismissal of external directors.
 
In addition, under the Companies Law, our board of directors must determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations, a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. See “— External directors — Qualifications of external directors.” He or she must be able to thoroughly comprehend the financial statements of the company and initiate discussion regarding the manner in which financial information is presented. In determining the number of directors required to have such expertise, the board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations. Our board of directors has determined that we require at least one director with the requisite financial and accounting expertise and that Eli Arad, Shirly Cohen and David Gerbi have such expertise.
 
Arrangements Concerning Election of Directors; Family Relationships
 
Our board of directors consist of six directors, each of whom will continue to serve pursuant to their appointment until the first annual general meeting of shareholders held after this offering.

There are no family relationships among any of our officers (including directors).

Alternate Directors
 
Our articles of association provide, as allowed by the Companies Law, that any director may, by written notice to us, appoint another person who is qualified to serve as a director to serve as an alternate director. An alternate director has the same rights and responsibilities as a director, except for the right to appoint an alternate director. The appointment of an alternate director does not negate the responsibilities of the appointing director, who will continue to bear responsibility for the actions of the alternate, giving consideration to the circumstances of the appointment. The Companies Law specifies certain qualifications for alternate directors, and provides that one director may not serve as an alternate on the board of directors for another director, nor as an alternate on a committee of which he or she is already a member. The Companies Law stipulates that an external director may not appoint an alternate director except under very limited circumstances. As of the date of this prospectus, no director has appointed any other person as an alternate director.

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External Directors
 
As a public Israeli company, we are required by the Companies Law to have at least two external directors who meet certain independence criteria to ensure that they are unaffiliated with us and our controlling shareholder.
 
An external director must also have either financial and accounting expertise or professional qualifications, as defined in the regulations promulgated under the Companies Law, and at least one of the external directors is required to have financial and accounting expertise. An external director is entitled to reimbursement of expenses and compensation as provided in the regulations promulgated under the Companies Law, but is otherwise prohibited from receiving any other compensation from us, directly or indirectly, during his or her term and for two years thereafter.
 
Under the Companies Law, external directors must be elected at a shareholders’ meeting by a simple majority of the votes cast on the matter, provided that such majority includes a majority of the votes cast by non-controlling shareholders and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder), unless the votes cast by such shareholders against the election did not exceed 2% of our aggregate voting rights. External directors serve for up to three terms of three years each, and our audit committee and board of directors may nominate them for additional terms under certain circumstances. Even if an external director is not nominated by our board of directors for reelection for a second or third term, shareholders holding at least 1% of our voting rights have the right to nominate the external director for reelection. In such a case, the reelection can be approved by a majority of the votes cast by non-controlling shareholders and shareholders who do not have a personal interest in the election (excluding a personal interest that did not result from the shareholder’s relationship with the controlling shareholder) and the votes cast by such shareholders approving the election exceed 2% of our aggregate voting rights. A term of an external director may be terminated prior to expiration only by a shareholder vote, by the same threshold required for election, or by a court, but in each case only if the external director ceases to meet the statutory qualifications for election or if the external director violates his or her duty of loyalty to us. If at the time of election of an external director all of the members of the board of directors (excluding controlling shareholders or relatives of controlling shareholders) are of the same gender, the external director to be elected must be of the other gender.
 
Under the Companies Law, each committee of a company’s board of directors that is authorized to exercise powers of the board of directors is required to include at least one external director, and all external directors must be members of the company’s audit committee and compensation committee.
 
We currently have two external directors: Eli Arad, whose first term commenced on February 21, 2018, and David Gerbi, whose first term commenced on August 27, 2019. Our board of directors has determined that our external directors have accounting and financial expertise and/or possess the requisite professional qualifications as required under the Nasdaq Marketplace Rules.

Pursuant to regulations promulgated under the Companies Law, companies with shares traded on certain U.S. stock exchanges, including Nasdaq, may, subject to certain conditions, ‘‘opt out’’ of the requirements to appoint external directors and related rules concerning the composition of the audit committee and compensation committee of the board of directors. Such a company will still be subject to the gender diversity rule under the Companies Law, which requires that if, at the time a director is to be elected or appointed, all members of the board of directors are of the same gender, the director to be appointed must be of the other gender. The conditions to the exemptions from the Companies Law requirements are that: (i) the company does not have a “controlling shareholder,” as such term is defined under the Companies Law, (ii) its shares are traded on certain U.S. stock exchanges, including Nasdaq, and (iii) it comply with the director independence requirements and the audit committee and compensation committee composition requirements under U.S. laws, including the rules of the applicable exchange, that are applicable to U.S. domestic issuers. If a company elects to opt out, the former external directors would continue to serve, but as regular directors, for a transition period.
 
Committees of the Board of Directors
 
Our board of directors has established the following committees. Each committee operates in accordance with a written charter that sets forth the committee’s structure, operations, membership requirements, responsibilities and authority to engage advisors.

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Audit Committee
 
Under the Companies Law, the Exchange Act and Nasdaq Marketplace Rules, we are required to establish an audit committee.
 
The responsibilities of an audit committee under the Companies Law include identifying and addressing flaws in the business management of the company, reviewing and approving related party transactions, establishing whistleblower procedures, overseeing the company’s internal audit system and the performance of its internal auditor, and assessing the scope of the work and recommending the fees of the company’s independent accounting firm. In addition, the audit committee is required to determine whether certain related party actions and transactions are “material” or “extraordinary” for the purpose of the requisite approval procedures under the Companies Law and to establish procedures for considering proposed transactions with a controlling shareholder.
 
In accordance with U.S. law and Nasdaq Marketplace Rules, our audit committee is also responsible for the appointment, compensation and oversight of the work of our independent auditors and for assisting our board of directors in monitoring our financial statements, the effectiveness of our internal controls and our compliance with legal and regulatory requirements.
 
Under the Companies Law, the audit committee must consist of at least three directors who meet certain independence criteria and must include all of the company’s external directors. The chairman of the audit committee is required to be an external director. Under the Nasdaq Marketplace Rules, we are required to maintain an audit committee consisting of at least three independent directors, all of whom are financially literate and one of whom has accounting or related financial management expertise. Each of the members of the audit committee is required to be “independent” as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.
 
Our audit committee currently consists of Eli Arad, Shirly Cohen and David Gerbi. A majority of the members are external directors or independent directors as defined in the Companies Law. All of the members are also independent as defined in SEC rules and Nasdaq listing requirements. Our board of directors has determined that all members of our audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq Marketplace Rules. Our board of directors has determined that Eli Arad and David Gerbi are audit committee financial experts as defined by the SEC rules and have the requisite financial experience as defined by the Nasdaq Marketplace Rules.
 
Compensation Committee
 
Under both the Companies Law and Nasdaq Marketplace Rules, we are required to establish a compensation committee.
 
The responsibilities of a compensation committee under the Companies Law include recommending to the board of directors, for ultimate shareholder approval by a special majority, a policy governing the compensation of directors and officers based on specified criteria, reviewing modifications to and implementing such compensation policy from time to time, and approving the actual compensation terms of directors and officers prior to approval by the board of directors.
 
The Companies Law stipulates that the compensation committee must consist of at least three directors who meet certain independence criteria and must include all of the company’s external directors, who are required to constitute a majority of its members. The chairman of the compensation committee must be an external director. The remaining members are required to meet certain independence criteria and be paid in accordance with the regulations governing the compensation of external directors.
 
Under Nasdaq Marketplace Rules, we are required to maintain a compensation committee consisting of at least two independent directors; each of the members of the compensation committee is required to be independent under Nasdaq Marketplace Rules relating to compensation committee members, which are different from the general test for independence of board and committee members.
 
Our compensation committee currently consists of Eli Arad, Shirly Cohen and David Gerbi. All members are external directors or independent directors as defined in the Companies Law, and independent as defined in SEC rules and regulations, and Nasdaq Marketplace Rules.

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Internal Auditor
 
Under the Companies Law, the board of directors is required to appoint an internal auditor recommended by the audit committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with applicable law and proper business procedures. The internal auditor may not be an interested party, a director or an officer of the company, or a relative of any of the foregoing, nor may the internal auditor be our independent accountant or a representative thereof. Our current internal auditor is Mr. Daniel Spira, CPA, who is Vice President of the Israel Institute of Internal Auditors.
 
Fiduciary Duties and Approval of Related Party Transactions

Fiduciary Duties of Directors and Officers
 
Israeli law imposes a duty of care and a duty of loyalty on all directors and officers of a company. The duty of care requires a director or officer to act with the level of care with which a reasonable director or officer in the same position would have acted under the same circumstances. The duty of care includes, among other things, a duty to use reasonable means, under the circumstances, to obtain information on the advisability of a given action brought for his approval or performed by virtue of his position and other important information pertaining to such action. The duty of loyalty requires the director or officer to act in good faith and for the benefit of the company.
 
Approval of Related Party Transactions
 
Under the Companies Law, a related party transaction may be approved only if it is for the benefit of the company. A transaction that is not an extraordinary transaction in which a director or officer has a personal interest requires the approval of the board of directors, unless the articles of association of the company provide otherwise. If the transaction is an extraordinary transaction, it must be approved by the audit committee and the board of directors, and, under certain circumstances, by the shareholders of the company. An “extraordinary transaction” is a transaction other than in the ordinary course of business, other than on market terms or that is likely to have a material impact on the company’s profitability, assets or liabilities.
 
Pursuant to the Companies Law, extraordinary transactions in which a controlling shareholder has a personal interest require the approval of the audit committee, or the compensation committee if the transaction is in connection with employment or service with the company, the board of directors and the shareholders of the company. The shareholder approval must be by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non-controlling shareholders having no personal interest in the matter or (ii) the total number of votes of shareholders mentioned in clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company.
 
The Companies Law generally prohibits any director who has a personal interest in an extraordinary transaction from being present for the discussion and voting pertaining to such transaction in the audit committee or board of directors. Nevertheless, a director who has a personal interest may be present at the meeting and vote on the matter if a majority of the directors or members of the audit committee have a personal interest in the approval of such transaction; in this case, however, the transaction also requires shareholder approval.
 
Director and Officer Compensation
 
Under the Companies Law, we are required to approve, at least once every three years, a compensation policy with respect to our directors and officers. Following the recommendation of our compensation committee, the compensation policy must be approved by our board of directors and a general meeting of our shareholders. The shareholder approval must be by a simple majority of all votes cast, provided that (i) such majority includes a simple majority of the votes cast by non-controlling shareholders having no personal interest in the matter or (ii) the total number of votes of shareholders mentioned in clause (i) above who voted against such transaction does not exceed 2% of the total voting rights in the company. In general, the terms of compensation of directors (other than cash compensation up to the maximum amount set forth in regulations governing the compensation of external directors), the chief executive officer and any employee or service provider who is considered a controlling shareholder must be approved separately by the compensation committee, the board of directors and the shareholders. The compensation terms of other officers who report directly to the chief executive officer require the approval of the compensation committee and the board of directors.

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Directors’ Service Contracts
 
There are no arrangements or understandings between us and any of our directors providing for benefits upon termination of their employment or service as directors of our company or any of our subsidiaries.
 
Equity Incentive Plan
 
In June 2018, the board of directors of Ophectra adopted our Option and RSU Allocation Plan, as amended in 2019, or the share option plan, to issue options to purchase our ordinary shares and restricted stock units to our directors, officers, employees and consultants, and those of our affiliated companies (as such term is defined under share option plan), or the Grantees. The share option plan is administered by our Board or a committee that was designated by the Board for such purpose, or the Administrator.
 
Under the share option plan, we may grant options to purchase ordinary shares and/or RSUs, or options, under four tracks: (i) Approved 102 capital gains options through a trustee, which was approved by the Israeli Tax Authority in accordance with Section 102(a) of the Israeli Income Tax Ordinance (New Version), 1961, or ITO, and granted under the tax track set forth in Section 102(b)(2) of the ITO. The holding period under this tax track is 24 months from the date of issuance of options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO, or any applicable tax ruling or guidelines; (ii) Approved 102 earned income options through a trustee, granted under the tax track set forth is Section 102(b)(1) of the ITO. The holding period under this tax track is 12 months from the date of issuance of options to the trustee or such period as may be determined in any amendment of Section 102 of the ITO; (iii) Unapproved 102 options (the options will not be issued through a trustee and will not be subject to a holding period); and (iv) 3(i) options (the options will not be subject to a holding period). These options shall be subject to taxation pursuant to Section 3(i) of the ITO, or Section 3(i).
 
Options pursuant to the first three tax tracks (under Section 102 of the ITO) can be granted to our employees and directors and the grant of options under Section 3(i) can be granted to our consultants and controlling shareholders (a controlling shareholder is defined under the Section 102 of the ITO is a person who holds, directly or indirectly, alone or together with a “relative,” (i) the right to at least 10% of the company’s issued capital or 10% of the voting power; (ii) the right to hold at least 10% of the company’s issued capital or 10% of the voting power, or the right to purchase such rights; (iii) the right to receive at least 10% of the company’s profits; or (iv) the right to appoint a company’s director). Grantees who are not Israeli residents may be granted options that are subject to the applicable tax laws in their respective jurisdictions.
 
We determine, in our sole discretion, under which of the first three tax tracks above the options are granted and we notify the Grantee in a grant letter, as to the elected tax track. As mentioned above, consultants and controlling shareholders can only be granted Section 3(i) options.
 
The number of ordinary shares authorized to be issued under the share option plan will be proportionately adjusted for any increase or decrease in the number of ordinary shares issued as a result of a distribution of bonus shares, change in our capitalization (split, combination, reclassification of the shares or other capital change), or issuance of rights to purchase ordinary shares or payment of a dividend. We will not issue fractions of ordinary shares and the number of ordinary shares shall be rounded up to the closest number of ordinary shares.
 
In the event of a (i) merger or consolidation in which we (in this context, specifically Meat-Tech 3D Ltd.) are not the surviving entity or pursuant to which the other company becomes our parent company or that pursuant to which we are the surviving company but another entity holds 50% or more of our voting rights, (ii) an acquisition of all or substantially all of our ordinary shares, (iii) the sale of all or substantially all of our assets, or (iv) any other event with a similar impact, we may exchange all of our outstanding options granted under the share option plan that remain unexercised prior to any such transaction for options to purchase shares of the successor corporation (or those of an affiliated company) following the consummation of such transaction.
 
The exercise price of an option granted under the share option plan will be specified in the grant letter every Grantee received from us in which the Grantee notifies of the decision to grant him/her options under the share option plan, and will be denominated in our functional currency at the time of grant or the currency in which the Grantee is paid, at our discretion.
 
The Administrator may, in its absolute discretion, accelerate the time at which options granted under the share option plan or any portion of which will vest.
 
Unless otherwise determined by the Administrator, in the event that the Grantee’s employment was terminated, not for Cause (as defined in the share option plan), the Grantee may exercise that portion of the options that had vested as of the date of such termination until the end of the specified term in the grant letter or the share option plan. The portion of the options that had not vested at such date, will be forfeited and can be re-granted to other Grantees, in accordance with the terms of the share option plan.
 
At the discretion of our Board of Directors, we may allow Grantees to exercise their options on a cashless basis.
 
As of June 30, 2020, our Board of Directors had approved the issuance, under our incentive plans, of options and RSUs to purchase 7,008,854 ordinary shares at an average exercise price of $0.64  per share.

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PRINCIPAL SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of February 17, 2021 and after this offering by:
 
•
each person or entity known by us to own beneficially 5% or more of our outstanding ordinary shares;
 
•
each of our directors and executive officers individually; and
 
•
all of our executive officers and directors as a group.
 
The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. For purposes of the table below, we deem ordinary shares issuable pursuant to options that are currently exercisable or exercisable within 60 days of the date of this registration statement to be outstanding and to be beneficially owned by the person holding the options or warrants for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person. The percentage of ordinary shares beneficially owned after the offering is based on ordinary shares to be outstanding immediately after the offering, which includes the ADSs being offered for sale in this offering. The percentage of ordinary shares beneficially owned prior to the offering is based on 84,201,030 ordinary shares outstanding as of February 17, 2021.
 
The percentages of ordinary shares beneficially owned after the offering assume that the underwriters will not exercise their over-allotment option to purchase additional ADSs in the offering. Except where otherwise indicated, we believe, based on information furnished to us by such owners, that the beneficial owners of the ordinary shares listed below have sole investment and voting power with respect to such shares.
 
None of our shareholders has different voting rights from other shareholders. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. As of the date of this registration statement, there was one holder of record of our ordinary shares in the United States.
 
Each shareholder’s address is c/o Meat-Tech 3D Ltd., 18 Einstein St., Ness Ziona Israel 7403622.
 
 
Shares Beneficially
Owned Prior to Offering
   
Shares Beneficially
Owned After Offering
 
Name of Beneficial Owner
 
Number
   
Percentage
   
Number
   
Percentage
 
5% or greater shareholders
               
     
 
Psagot Investment House Ltd. (1)          
   
9,952,712
     
11.2
%
               
    EL Capital Investments LLC(2)
   
7,074,132
     
7.8
%                
Shimon Cohen
   
6,426,966
     
7.6
%
               
Directors and executive officers
                               
Sharon Fima(3)
   
3,689,400
     
4.3
%
               
Guy Hefer          
   
—
     
—
                 
Omri Schanin(4)
   
3,522,733
     
4.2
%
               
Dan Kozlovski(5)
   
83,334
     
*
                 
Steven H. Lavin(6)
   
8,596,696
     
9.4
%
               
Daniel Ayalon(7)
   
1,311,552
     
1.5
%
               
David Gerbi
   
—
     
—
                 
Eli Arad
   
—
     
—
                 
Shirly Cohen
   
—
     
—
                 
All directors and executive officers as a group (8 persons)
   
17,203,715
     
18.3
%
               

_____________________

*          Less than one percent (1%).

94


(1)
Consists of 5,095,712 ordinary shares held jointly with Pareto Optimum, LP, warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 5.00 (approximately $1.54) within 60 days of the date of this registration statement, and warrants to purchase 2,428,500 ordinary shares at an exercise price of NIS 6.00 (approximately $1.84) within 60 days of the date of this registration statement. The general partner in Pareto Optimum, LP, is Psagot Hedge Fund Management Ltd., which is owned by Psagot Compass Investments Ltd., a subsidiary of Psagot Investment House Ltd. Psagot Investment House Ltd. is indirectly fully owned by Apax Europe VII-A L.P., Apax Europe VII-B L.P. and Apax Europe VII-1 L.P., or the Apax Europe VII Funds, through Himalaya AP.PS Ltd. and various holding companies which are indirectly controlled, managed and/or advised by Apax Partners Europe Managers Ltd., or APEM. APEM is the investment manager of the Apax Europe VII Funds with respect to various investments, including Psagot Investment House Ltd. APEM is fully owned by Messrs. Martin Halusa and Nico Hansen, and as such, and as such, Messrs. Halusa and Hansen may be deemed to beneficially own the ordinary shares jointly beneficially owned by Psagot Investment House Ltd. and Pareto Optimum, LP. The shareholder’s business address is 14 Ehad Ha’am St., Tel Aviv Israel 6514211.


(2)
Consists of 1,043,846 ordinary shares and warrants to purchase 6,030,286 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them. EL Capital Investments is controlled by Mr. Steven H. Lavin. The shareholder’s business address is 1849 Green Bay Road, Suite 440 Highland Park, Illinois 60035.
 

(3) Consists of 3,004,684 ordinary shares, rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement, and hence presumed to be exercisable within 60 days of the date of this registration statement, and options to purchase 166,667 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.32 (approximately $0.71). These options expire on May 17, 2024.
 

(4)
Consists of 3,004,684 ordinary shares and rights to receive 518,049 ordinary shares upon the fulfillment of certain conditions, including a listing of our securities on a foreign exchange, as is contemplated by this registration statement, and hence presumed to be exercisable within 60 days of the date of this registration statement.


(5)
Consists of options to purchase 83,334 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 1.90 (approximately $0.58). These options expire on August 5, 2024.


(6)
Consists of: (i) 1,221,224 ordinary shares; (ii) RSUs vesting into 93,918 ordinary shares at a conversion price of NIS 0.30 (approximately $0.09) within 60 days of the date of this registration statement; (iii) warrants to purchase 5,969,983 ordinary shares exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.36 (approximately $1.03), expiring on the earlier of June 18, 2021 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; (iv) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing of our securities on a leading foreign stock exchange, once the holder has received an opportunity to exercise them; and (v) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Lavin’s 99% ownership of the shares of EL Capital Investments, LLC, described in Footnote 2 above, and his 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares.
 

(7)
Consists of (i) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with an exercise price of NIS 2.49 (approximately $0.76), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them; and (ii) warrants to purchase 655,776 ordinary shares vesting upon the fulfillment of certain conditions, including a listing of our securities on a foreign stock exchange, as described above, and hence presumed to be exercisable within 60 days of the date of this registration statement, with and exercise price of NIS 3.486 (approximately $1.07), expiring on the earlier of May 18, 2024 and a listing on a foreign exchange as described above, once the holder has received an opportunity to exercise them. The amounts are based on Mr. Ayalon’s 1/3 ownership of the shares of Silver Road Capital Ltd., which directly holds warrants to purchase 1,967,327 and 1,967,328 of our ordinary shares.
 

95


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
 
The following is a description of the material transactions we entered into with related parties since we were incorporated in 2018. We believe that we have executed all of our transactions with related parties on terms no less favorable to us than those we could have obtained from unaffiliated third parties.
 
Upon the consummation of this offering, we will have adopted a related party transaction policy that provides that our Board of Directors, acting through our Audit Committee, is responsible for the review, approval, or ratification of related party transactions between us and related persons. Under Israeli law, related party transactions are subject to special approval requirements, see “Management — Fiduciary duties and approval of specified related party transactions and compensation under Israeli law.”
 
Employment Agreements and Director Fees
 
We have entered into written employment agreements with each of our executive officers, which provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. These agreements also contain customary provisions regarding noncompetition, confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be limited under applicable law. See “Risk factors - Risks relating to our operations - Under applicable employment laws, we may not be able to enforce covenants not to compete” for a further description of the enforceability of non-competition clauses. For further information, see “Management - Employment and Consulting Agreements.”
 
The material employment terms for Mr. Fima, our Chief Executive Officer and Chief Technical Officer, are as follows: (1) an annual salary of NIS 420,000 (approximately $129,000) in return for 90% of a full-time position; (2) an annual bonus, subject to achievement of objectives set by the board of directors, of up to NIS 210,000 (approximately $64,000; and (3) all employee benefit plans, programs and arrangements, and all fringe benefits and perquisites that are made available to our senior executives. Separate from his holdings as a founding shareholder, we have issued Mr. Fima options to purchase 500,000 ordinary shares at an exercise price of NIS 2.32 (approximately $0.71) per share in connection with his employment, one-third of which will vest after one year and the rest in eight equal quarterly tranches.
 
On March 4, 2020, we entered into a Chairman Agreement (the “Chairman Agreement”) with Steven H. Lavin, pursuant to which Mr. Lavin agreed to serve as the Chairman of the Board of Directors for a term of three years. Mr. Lavin is entitled to receive a monthly fee in the amount of $15,000 and was granted a one-time award of 1,127,057 RSUs. The Chairman Agreement may be terminated by us or Mr. Lavin party upon 90 days’ prior written notice, provided that if it is terminated by the company without cause, or by Mr. Lavin for good reason, then all RSUs shall automatically become fully exercisable.
 
In addition, we pay fees to certain of our non-executive directors in return for their service on our board of directors, in accordance with our compensation policy. For further information, see “Management – Director and Officer Compensation”.
 
Directors and Officers Insurance Policy and Indemnification and Exculpation Agreements
 
In accordance with our articles of association, we have obtained Directors and Officers insurance for our executive officers and directors, and provide indemnification, exculpation and exemption undertakings to each of our directors and officers to the fullest extent permitted by the Companies Law.
 
Private Issuances of Securities
 
In January 2020, following the closing of the merger between MeaTech and Ophectra, we issued former shareholders of MeaTech warrants to receive ordinary shares, including to the following related parties: (1) warrants to receive 1,036,098 ordinary shares each to Sharon Fima, our Chief Executive Officer and Chief Technical Officer, and Omri Schanin, our Chief Operating Officer; and (2) warrants to receive 1,291,158 ordinary shares to Liran Damati, then a substantial shareholder. The warrants have no exercise price and vest upon the achievement of certain milestones (for further details, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Merger”).
 
In May 2020, pursuant to approvals of our audit committee, board of directors and a general meeting of our shareholders: (1) we issued 1,043,846 ordinary shares and options to purchase 6,030,286 ordinary shares at an exercise price of NIS 3.36 (approximately $1.03) per share in return for a private investment of $750,000 by EL Capital Investments LLC, a company controlled by Mr. Steven Lavin, who was concurrently appointed to our board of directors as its chairman; and (2) we issued options to purchase 1,967,327 ordinary shares at an exercise price of NIS 2.49 (approximately $0.76) per share and options to purchase 1,967,328 ordinary shares at an exercise price of NIS 3.486 (approximately $1.07) to Silver Road Capital Ltd., in return for international investor relation consulting services. Two of our directors, Mr. Steven Lavin and Mr. Daniel Ayalon, each own 1/3 of the outstanding shares of Silver Road Capital.


96
DESCRIPTION OF SHARE CAPITAL
 
The following description of our share capital and provisions of our articles of association, which will be effective upon the closing of this offering, are summaries and do not purport to be complete.
 
General
 
Upon the closing of this offering, our authorized share capital will consist of 1,000,000,000 ordinary shares, no par value, of which          shares will be issued and outstanding (assuming that the underwriters do not exercise their over-allotment option to purchase additional ADSs).
 
All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
 
Registration number and purposes of the company
 
Our registration number with the Israeli Registrar of Companies is 520041955. Our purpose as set forth in our articles of association is to engage in any lawful activity.
 
Voting rights and conversion

All ordinary shares will have identical voting and other rights in all respects.

Transfer of shares
 
Our fully-paid ordinary shares are issued in registered form and may be freely transferred under our articles of association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
 
Election of directors
 
Our ordinary shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of the voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval requirements for external directors under the Companies Law described under “Management — External directors.”
 
Under our articles of association, our board of directors must consist of no less than three but no more than 11 directors, including external directors. Pursuant to our articles of association, other than the external directors, for whom special election requirements apply under the Companies Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares participating and voting at the relevant meeting.
 
In addition, our articles of association allow our board of directors to appoint new directors to fill in vacancies which can occur for any reason or as additional directors, provided that the number of board members shall not exceed the maximum number of directors mentioned above. The appointment of a director by the board shall be in effect until the following annual general meeting of the shareholders or until the end of the director’s tenure in accordance with our articles of association.
 
Our external directors have a term of office of three years under Israeli law and may be elected for up to two additional three-year terms under the circumstances described above. External directors may be removed from office only under the limited circumstances set forth in the Companies Law. See “— External directors” for a description of the procedure for the election and dismissal of external directors.

97
 
Dividend and liquidation rights
 
We may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under the Companies Law, dividend distributions are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association provide otherwise. Our articles of association do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our board of directors.
 
Pursuant to the Companies Law, the distribution amount is limited to the greater of retained earnings or earnings generated over the previous two years, according to our then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months prior to the date of the distribution, or we may distribute dividends that do not meet such criteria only with court approval. In each case, we are only permitted to distribute a dividend if our board of directors and the court, if applicable, determines that there is no reasonable concern that payment of the dividend will prevent us from satisfying our existing and foreseeable obligations as they become due. As of June 30, 2020, we did not have distributable earnings pursuant to the Companies Law.
 
In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future. For more information, see “Dividend Policy.”
 
Exchange controls
 
There are currently no Israeli currency control restrictions on remittances of dividends on our ordinary shares, proceeds from the sale of the shares or interest or other payments to non-residents of Israel.
 
Shareholder meetings
 
Under Israeli law, we are required to hold an annual general meeting of our shareholders once each calendar year that must be held no later than 15 months after the date of the previous annual general meeting. All general meetings other than the annual meeting of shareholders are referred to in our articles of association as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law provides that our board of directors is required to convene a special meeting upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) one or more shareholders holding, in the aggregate, either (a) 5% or more of our outstanding issued shares and 1% or more of our outstanding voting power or (b) 5% or more of our outstanding voting power.
 
Under Israeli law, one or more shareholders holding at least 1% of the voting rights at the general meeting may request that the board of directors include a matter in the agenda of a general meeting to be convened in the future, provided that it is appropriate to discuss such a matter at the general meeting.
 
Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between four and 40 days prior to the date of the meeting. Furthermore, the Companies Law requires that resolutions regarding the following matters must be passed at a general meeting of our shareholders:
 
•
amendments to our articles of association;
 
•
appointment or termination of our auditors;
 
•
appointment of external directors;
 
•
approval of certain related party transactions;
 
•
increases or reductions of our authorized share capital;
 
•
mergers; and
 
•
the exercise of our board of director’s powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.
 
98
 
Under our articles of association, we are required to publish notice of any annual or special general meeting in two widely-published, Hebrew-language daily newspapers, and are not required to give notice of any annual general meeting or special general meeting to our registered shareholders, unless otherwise required by law. The Companies Law requires that a notice of any annual general meeting or special general meeting be provided to our shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of a merger, or as otherwise required under applicable law, notice must be provided at least 35 days prior to the meeting. Under the Companies Law, shareholders are not permitted to take action by written consent in lieu of a meeting.
 
Voting rights
 
Quorum requirements
 
Pursuant to our articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. The quorum required for our general meetings of shareholders consists of at least two shareholders present in person, by proxy or written ballot who hold or represent between them at least 25% of the total outstanding voting rights. A meeting adjourned for lack of a quorum is generally adjourned to the next week at the same time and place or to a different time or date if so specified in the notice of the meeting. At the reconvened meeting, any number of shareholders present in person or by proxy shall constitute a lawful quorum, instead of 25% otherwise required by the Companies Law.
 
Vote requirements
 
Our articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by the Companies Law or by our articles of association. Pursuant to our articles of association, an amendment to our articles of association regarding any change to the board composition will require a simple majority. Under the Companies Law, each of (i) the approval of an extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s relative (even if not extraordinary) requires the approval described above under “Management — Fiduciary duties and approval of related-party transactions — Approval of related-party transactions.” Certain transactions with respect to remuneration of our office holders and directors require further approvals described above under “Management — Fiduciary duties and approval of related-party transactions — Director and officer compensation.” Under our articles of association, any change to the rights and privileges of the holders of any class of our shares requires a simple majority of the class so affected (or such other percentage of the relevant class that may be set forth in the governing documents relevant to such class), in addition to the ordinary majority vote of all classes of shares voting together as a single class at a shareholder meeting. Another exception to the simple majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of the company pursuant to Section 350 of the Companies Law, which requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting deed and voting on the resolution.
 
Access to corporate records
 
Under the Companies Law, shareholders are entitled to access to minutes of our general meetings, our shareholders register and principal shareholders register, our articles of association, our financial statements and any document that we are required by law to file publicly with the Israel Securities Authority. In addition, shareholders may request any document related to an action or transaction requiring shareholder approval under the related-party transaction provisions of the Companies Law. We may deny this request if we believe it has not been made in good faith or if such denial is necessary to protect our interest or protect a trade secret or patent.
 
Modification of class rights
 
Under the Companies Law and our articles of association, the rights attached to any class of share, such as voting, liquidation and dividend rights, may be amended by adoption of a resolution by the holders of a majority of the shares of that class present at a separate class meeting, or otherwise in accordance with the rights attached to such class of shares, as set forth in our articles of association.

99
 
Shareholder duties
 
Under the Companies Law, a shareholder has a duty to act in good faith and customary manner toward the company and other shareholders and to refrain from abusing its power in the company. This duty applies, among other things, when voting at a meeting of shareholders on an amendment to the articles of association, an increase of the authorized share capital, a merger or certain related-party transactions.
 
In addition, certain shareholders have a duty of fairness toward the company. These shareholders include any controlling shareholder, any shareholder that knows that it possesses the power to determine the outcome of a shareholder vote and any shareholder who, under our articles of association, has the power to appoint or to prevent the appointment of a director or officer of the company or to exercise another power with respect to the company. The Companies Law does not define the substance of this duty of fairness. However, a shareholder’s breach of the duty of fairness is subject to laws regarding breaches of contracts and takes into account the status of such shareholder with respect to the company.

Acquisitions under Israeli law

Full tender offer
 
A person wishing to acquire shares of a publicly-traded company incorporated in Israel, and who would, as a result, hold over 90% of the target company’s issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company, and more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the issued and outstanding share capital of the company or of the applicable class of shares.
 
Upon a successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether or not such shareholder accepted the tender offer, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be entitled to petition the Israeli court as described above.
 
If a tender offer is not accepted in accordance with the requirements set forth above, the acquirer may not acquire shares from shareholders who accepted the tender offer that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class.
 
Special tender offer
 
The Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of 25% of the voting rights in the company, unless there is already a person holding 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if, as a result of the acquisition, the purchaser would become a holder of more than 45% of the voting rights in the company, unless there is already a person holding more than 45% of the voting rights in the company. These requirements do not apply if the acquisition (i) occurs in the context of a private placement by the company that received shareholder approval or (ii) was from a 25% or 45% shareholder, as the case may be. The tender offer must be extended to all shareholders, but the offeror is not required to purchase more than 5% of the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The tender offer generally may be consummated only if (i) at least 5% of the voting rights in the company will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.
 
100

Merger
 
The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, by a majority vote of each party’s shares.
 
Special rules govern a merger with an acquiror that is already affiliated with the target. Unless a court rules otherwise, the merger must also be approved by at least 50% of the votes of the shares of the target that are held by the shareholders other than (i) the acquiror and (ii) any person (or group of persons acting in concert) who holds 25% or more of the voting rights of the acquiror, or the right to appoint 25% or more of the directors of the acquiror. If, however, the merger involves a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders (as described under “Management — Fiduciary duties and approval of related-party transactions— Approval of related-party transactions”). If the transaction would have been approved by the shareholders of a merging company but for the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value to the parties to the merger and the consideration offered to the shareholders of the company.
 
Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors.
 
In addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders of each party.
 
Anti-takeover measures under Israeli law
 
The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive rights. As of the date of this prospectus, no preferred shares are authorized under our articles of association. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require an amendment to our articles of association, which requires the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Companies Law as described above in “— Voting rights.”

Borrowing powers
 
Pursuant to the Companies Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
 
Changes in capital
 
Our articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved by a resolution duly passed by our shareholders at a general meeting. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings or profits, require the approval of both our board of directors and an Israeli court.

101
 
DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American Depositary Shares
 
        The Bank of New York Mellon, as depositary, will register and deliver the ADSs. Each ADS will represent          ordinary shares (or a right to receive          ordinary shares) deposited with Bank Leumi, as custodian for the depositary in Israel. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240 Greenwich Street, New York, New York 10286.

You may hold ADSs either (A) directly (i) by having an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name or (ii) by having uncertificated ADSs registered in your name or (B) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, or DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.
 
Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
 
As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.
 
The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents see “Where You Can Find Additional Information.”
 
Dividends and Other Distributions
 
How will you receive dividends and other distributions on the shares?
 
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.
 
Cash. The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
 
Before making a distribution, any withholding taxes or other governmental charges that must be paid will be deducted. See “Taxation.” It will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.
 
Shares. The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing those ordinary shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares (or ADSs representing those ordinary shares) sufficient to pay its fees and expenses in connection with that distribution.

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Rights to purchase additional shares. If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may (i) exercise those rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of ordinary shares, new ADSs representing the new ordinary shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
Other Distributions. The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary will have a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
 
The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, ordinary shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.
 
Deposit, Withdrawal and Cancellation

How are ADSs issued?
 
The depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.
 
How can ADS holders withdraw the deposited securities?
 
You may surrender your ADSs for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
 
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
 
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Alternatively, upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

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Voting Rights

How do you vote?
 
ADS holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary. The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.
 
Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.
 
We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your shares. In addition, the depositary and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your ordinary shares are not voted as you requested.
 
In order to give you a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Deposited Securities, if we request the Depositary to act, we agree to give the Depositary notice of any such meeting and details concerning the matters to be voted upon at least 45 days in advance of the meeting date.
 
Fees and Expenses

   
Persons depositing or withdrawing ordinary shares or ADS holders must pay
 
For
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
 
Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

$.05 (or less) per ADS
 
 
Any cash distribution to ADS holders
 
Persons depositing or withdrawing ordinary shares or ADS holders must pay
 
For
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs

 
Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
$.05 (or less) per ADS per calendar year
 
Depositary services

Registration or transfer fees
 
Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares

Expenses of the depositary

 
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) converting foreign currency to U.S. dollars

Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

 
As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities
 
 
As necessary

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The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.
 
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

 The depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary.  Where the depositary converts currency itself or through any of its affiliates, the depositary acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account.  The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account.  The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith.  The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request.  Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate.  In certain instances, the depositary may receive dividends or other distributions from the us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any representation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.
 
Payment of Taxes
 
You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.
 
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
 
The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.
 
If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.
 
If there is any change in the deposited securities such as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
 
If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.
 
If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS holders.

105
 
Amendment and Termination
 
How may the deposit agreement be amended?
 
We may agree with the depositary to amend the deposit agreement and the ADRs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.
 
How may the deposit agreement be terminated?
 
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:
 
•
60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

•
we delist the ADSs from an exchange in the United States on which they were listed and do not list the ADSs on another exchange in the United States or make arrangements for trading of ADSs on the U.S. over-the-counter market;
•
we delist our shares from an exchange outside the United States on which they were listed and do not list the shares on another exchange outside the United States;
•
the depositary has reason to believe the ADSs have become, or will become, ineligible for registration on Form F-6 under the Securities Act of 1933;

•
we appear to be insolvent or enter insolvency proceedings;
 
•
all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;
 
•
there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
 
•
there has been a replacement of deposited securities.
 
If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.
 
After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

106
 
Limitations on Obligations and Liability
 
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
 
The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:
•
are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith, and the depositary will not be a fiduciary or have any fiduciary duty to holders of ADSs;
•
are not liable if we are or it is prevented or delayed by law or by events or circumstances beyond our or its ability to prevent or counteract with reasonable care or effort from performing our or its obligations under the deposit agreement;
•
are not liable if we or it exercises discretion permitted under the deposit agreement;
•
are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;
•
have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;
•
may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person;
•
are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
•
the depositary has no duty to make any determination or provide any information as to our tax status, or any liability for any tax consequences that may be incurred by ADS holders as a result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other tax benefit.

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
 
Requirements for Depositary Actions
 
Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:
 
•
payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

•
satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and
 
•
compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.
 
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.
 
107
 
Your Right to Receive the Ordinary Shares Underlying your ADSs
 
ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
 
•
when temporary delays arise because: (i) the depositary has closed its transfer books or we have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting at a shareholders’ meeting; or (iii) we are paying a dividend on our shares;
 
•
when you owe money to pay fees, taxes and similar charges; or
 
•
when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.
 
Direct Registration System
 
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holding of uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC participant. Profile is feature of DRSs that allows a DTC participant, claiming to act on behalf of a registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
 
In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
 
Shareholder communications; inspection of register of holders of ADSs
 
The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

Jury Trial Waiver
 
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the right to a jury trial of any claim they may have against us or the depositary arising out of or relating to the ADSs or the deposit agreement, including any claim under the U.S. federal securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court would determine whether the waiver was enforceable in the facts and circumstances of that case in accordance with applicable case law. You will not, by agreeing to the terms of the deposit agreement, be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws or the rules and regulations promulgated thereunder.

108

SHARES ELIGIBLE FOR FUTURE SALE
 
Prior to this offering our ordinary shares have been traded only on the TASE. In connection with this offering, we have applied to have the ADSs listed on the Nasdaq Capital Market under the symbol “MITC.”

Upon closing of this offering, we will have          outstanding ordinary shares (including those represented by ADSs), assuming the underwriters do not exercise their option to purchase additional ADSs. All of the ADSs sold in this offering will be freely transferable without restriction or further registration under the Securities Act by persons other than by our affiliates. Under Rule 144, an “affiliate” of a company is a person that directly or indirectly controls, is controlled by or is under common control with that company. Affiliates may sell only the volume of shares described below and their sales are subject to additional restrictions described below.
 
Sales of substantial amounts of our ordinary shares in the public market would adversely affect prevailing market prices of our ordinary shares and ADSs. Our ordinary shares will be held by our existing shareholders. Because substantially all of these shares were sold outside the United States to persons residing outside the United States at the time, and are currently traded on the TASE, they will continue to be freely tradable on TASE without restriction or further registration, except for the restrictions described below, and except for the lock-up restrictions described under “Underwriting” below.
 
Lock-up agreements
 
We and our directors, executive officers and certain shareholders have agreed that, subject to certain exceptions, without the prior written consent of          , we will not, during the period beginning on the date of this prospectus and ending 180 days thereafter:
 
•
offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of any of our ordinary shares or ADSs, or any securities convertible into or exercisable or exchangeable for, or any rights to purchase or otherwise acquire, any of our ordinary shares or ADSs held by such persons or acquired by such persons after the date of this prospectus, or that may be deemed to be beneficially owned by such persons; or
 
•
exercise or seek to exercise or effectuate in any manner any rights of any nature that such persons have or may have to require us to register under the Securities Act the undersigned’s sale, transfer or other disposition of any of our ordinary shares, ADSs or other securities held by such persons, or to otherwise participate as a selling security holder in any manner in any registration effected by us under the Securities Act.
 
Each of these agreements is subject to certain exceptions, as set forth in “Underwriting.”
 
In addition, recipients of our ordinary shares and rights to receive ordinary shares in connection with the acquisition of Peace of Meat have agreed not to re-sell these shares for a period of 12 months from the date we complete the acquisition.
 
Rule 144
 
Shares held for six months
 
In general, under Rule 144 as currently in effect, and subject to the terms of any lock-up agreement, commencing 90 days after the date of this prospectus, a person, including an affiliate, who has beneficially owned our ordinary shares for six months or more, including the holding period of any prior owner other than one of our affiliates (i.e., commencing when the shares were acquired from us or from an affiliate of us as restricted securities), is entitled to sell our shares, subject to the availability of current public information about us (which information will be deemed to be available as long as we continue to file required reports with the SEC). In the case of an affiliate shareholder, the right to sell is also subject to the fulfillment of certain additional conditions, including manner of sale provisions, notice requirements, and a volume limitation that limits the number of shares that may be sold thereby, within any three-month period, to the greater of:
 
•
1% of the number of ordinary shares then outstanding; or
 
•
the average weekly trading volume of our ordinary shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
 
Rule 144 also provides that affiliates that sell our ordinary shares that are not restricted securities must nonetheless comply with the same restrictions applicable to restricted securities, other than the holding period requirement.

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Shares held by non-affiliates for one year
 
Under Rule 144 as currently in effect, a person who is not considered to have been one of our affiliates at any time during the three months preceding a sale and who has beneficially owned the shares proposed to be sold for at least one year, including the holding period of any prior owner other than one of our affiliates, is entitled to sell his, her or its shares under Rule 144 without complying with the provisions relating to the availability of current public information or with any other conditions under Rule 144.
 
Rule 701
 
In general, under Rule 701 as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the closing of this offering is eligible to resell such ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, as described below.
 
Rule 701 will apply to the options granted under our incentive plans prior to the closing of this offering, along with the shares acquired upon exercise of these options, including exercises after the closing of this offering. Securities issued in reliance on Rule 701 are restricted securities and may be sold beginning 90 days after the closing of this offering in reliance on Rule 144 by:
 
•
persons other than affiliates, without restriction; and
 
•
affiliates, subject to the manner-of-sale, current public information and filing requirements of Rule 144, in each case, without compliance with the six-month holding period requirement of Rule 144.

Regulation S
 
Regulation S under the Securities Act provides generally that sales made in offshore transactions (as that term is defined in Regulation S) are not subject to the registration or prospectus delivery requirements of the Securities Act, provided that no directed selling efforts (as that term is defined in Regulation S) are made in the U.S., subject to certain other conditions. In general, this means that our common shares may be sold in some manner outside the U.S. without registration in the U.S. being required.

Form S-8 registration statements
 
       Following the closing of this offering, we intend to file one or more registration statements on Form S-8 under the Securities Act to register, in the aggregate, a number of ordinary shares equal to          % of our outstanding ordinary shares following this offering, issued or reserved for issuance under our incentive plans. The registration statement on Form S-8 will become effective automatically upon filing. Ordinary shares issued upon exercise of a share option or other award and registered pursuant to the Form S-8 registration statement will, subject to vesting provisions and Rule 144 volume limitations applicable to our affiliates, be available for sale in the open market immediately unless they are subject to the 180-day lock-up or, if subject to the lock-up, immediately after the 180-day lock-up period expires.
 
Section 15C of the Israeli Securities Law
 
Shares issued in a private placement are restricted for trade on TASE in accordance with Section 15C of the Israeli Securities Law, 1968, in the following manner: (i) holders of the shares may not offer the shares for sale on the TASE during a period of six months from the date of issuance; (ii) Subsequent to the aforementioned six-month period, during the course of six calendar quarters, holders may offer to sell a limited amount of such shares on the TASE, not exceeding the average daily trade volume of the company’s shares on the TASE during the eight-week period prior to the date of such offer, provided that the total amount of the shares sold during each calendar quarter does not exceed 1% of the issued and outstanding capital of the company.

110

TAXATION AND GOVERNMENT PROGRAMS
 
The following description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our ordinary shares or ADSs. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
 
Israeli tax considerations and government programs
 
The following is a summary of the current tax regime in the State of Israel, which applies to us and to persons who hold our ordinary shares or ADSs.
 
This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under Israeli law. Examples of this kind of investor include traders in securities or persons who do not hold our ordinary shares or ADSs as a capital asset. Some parts of this discussion are based on a new tax legislation which has not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice and does not cover all possible tax considerations.
 
HOLDERS AND POTENTIAL INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES OR ADSs, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES.
 
General corporate tax structure in Israel
 
Israeli resident companies are generally subject to corporate tax on both ordinary income and capital gains, currently at the rate of 23% of a company’s taxable income. Capital gains derived by an Israeli resident company are subject to tax at the prevailing corporate tax rate.
 
Taxation of our shareholders

Capital gains
 
Capital gains tax is imposed on the disposal of capital assets by an Israeli resident, and on the disposal of capital assets by a non-resident of Israel if those assets (i) are located in Israel, (ii) are shares or a right to shares in an Israeli resident corporation, (iii) represent, directly or indirectly, rights to assets located in Israel, or (iv) a right in a foreign resident corporation, which in its essence is the owner of a direct or indirect right to property located in Israel (with respect to the portion of the gain attributed to the property located in Israel). The ITO distinguishes between “Real Gain” and “Inflationary Surplus.” Real Gain is the excess of the total capital gain over Inflationary Surplus. The Inflationary Surplus is a portion of the total capital gain which is equivalent to the increase of the relevant asset’s price that is attributable to the increase in the Israeli consumer price index or, in certain circumstances, a foreign currency exchange rate, between the date of purchase and the date of sale. Inflationary Surplus is not subject to tax in Israel under certain conditions.
 
Real Gain accrued by individuals on the sale of our ordinary shares or ADSs will be taxed at the rate of up to 25%. However, if the individual shareholder is a “Substantial Shareholder” (i.e., a person who holds, directly or indirectly, alone or together with another, 10% or more of one of the Israeli resident company’s means of control) at the time of sale or at any time during the preceding 12-month period, such gain will be taxed at the rate of 30%. In addition, capital gains generated by an individual claiming deduction of financing expenses in respect of such gain will be taxed at the rate of up to 30%.
 
Individual and corporate shareholders dealing in securities in Israel are taxed at the tax rates applicable to business income in 2020, a tax rate of 23% for corporations and a marginal tax rate of up to 47% for individuals. In addition, a 3% excess tax is levied on individuals whose total taxable income in Israel in 2020 exceeds NIS 651,601 ($192,000).

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Notwithstanding the foregoing, capital gain derived from the sale of our ordinary shares or ADSs by a shareholder who is a non-resident of Israel may be exempt from Israeli taxation, provided that all of the following conditions are met: (i) the ordinary shares or ADSs were purchased upon or after the listing of the securities on the stock exchange, (ii) the seller does not have a permanent establishment in Israel to which the derived capital gain is attributable, (iii) if the seller is a corporation, no more than 25% of its means of control are held, directly and indirectly, by shareholders who are Israeli residents, and (iv) if the seller is a corporation, there are no Israeli residents that are directly or indirectly entitled to 25% or more of the revenues or profits of the corporation. In addition, the sale of ordinary shares or ADSs may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, the U.S.-Israel Tax Treaty, or the Treaty, generally exempts U.S. residents from Israeli capital gains tax in connection with such sale, provided (i) the U.S. treaty resident did not own, directly or indirectly, 10% or more of the Israeli resident company’s voting power at any time within the 12-month period preceding such sale; (ii) the seller, if an individual, is present in Israel for less than 183 days during the taxable year; and (iii) the capital gain from the sale was not derived through a permanent establishment of the U.S. resident in Israel.
 
Upon the sale of securities, the purchaser, the Israeli stockbroker or the Israeli financial institution through which the shares are held is obligated, subject to the above exemptions, to withhold tax from the Real Gain at the rate of 25% or 23% in respect of an individual or corporation, respectively.
 
Upon the sale of securities traded on a stock exchange, a detailed return, including a computation of the tax due, must be filed and an advance payment must be made on January 31 and July 31 of every tax year, in respect of sales of securities made within the previous six months by Israeli residents for whom tax has not already been deducted. However, if all tax due was withheld at source according to applicable provisions of the ITO and the regulations promulgated thereunder, there is no need to file a return and no advance payment must be paid. Capital gains are also reportable on the annual income tax return.
 
Dividends
 
A shareholder who is an Israeli resident individual generally will be subject to income tax at a rate of 25% on dividends we pay. However, a 30% tax rate will apply if the dividend recipient is a Substantial Shareholder, as defined above, at the time of distribution or at any time during the preceding 12 month period. If the recipient of the dividend is an Israeli resident corporation, such dividend generally will not be included in the company's taxable income, provided that the source of the dividend is income that was derived or accrued within Israel.
 
Dividends distributed by an Israeli resident company to a non-resident of Israel (either individual or corporation) are generally subject to tax at the rate of 25% (30% if the dividend recipient is a Substantial Shareholder at the time of distribution or at any time during the preceding 12-month period). These rates may be reduced under the provisions of an applicable tax treaty. Under the Treaty, the following tax rates will apply in respect of dividends distributed by an Israeli resident company to a U.S. resident: (i) if, during that portion of the taxable year which precedes the payment of the dividend and during the whole of its prior taxable year (if any), the U.S. resident is a corporation that holds at least 10% of the outstanding voting shares of the Israeli corporation and not more than 25% of the gross income of the Israeli corporation for such prior taxable year (if any) consists of certain types of interest or dividends, the tax rate is 12.5%; (ii) if both the conditions mentioned in section (i) above are met and the dividend is paid from an Israeli resident company’s income that was entitled to a reduced tax rate applicable to a Benefited or Privileged Enterprise under the Encouragement Law the tax rate is 15%; and (iii) in all other cases, the tax rate is 25%. The reduced rates under the Treaty will not apply if the dividend income is attributable to a permanent establishment of the U.S. treaty resident in Israel. We are obligated to withhold tax upon the distribution of dividends.
 
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Foreign exchange regulations
 
Non-residents of Israel who hold our ordinary shares or ADSs are able to receive any dividends, and any amounts payable upon the dissolution, liquidation and winding up of our affairs, in non-Israeli currency at the prevailing rate of exchange. However, Israeli income tax is generally required to have been paid or withheld on these amounts. In addition, the statutory framework for the potential imposition of currency exchange control has not been eliminated, and these controls may be restored at any time by administrative action.
 
Estate and gift tax

Israeli law presently does not impose estate or gift taxes.

Material United States federal income tax considerations
 
The following discussion describes material United States federal income tax considerations relating to the acquisition, ownership, and disposition of shares or ADSs by a U.S. Holder (as defined below) that acquires our shares or ADSs in this offering and holds them as a capital asset. This discussion is based on the tax laws of the United States, including the Code, Treasury regulations promulgated or proposed thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof. These tax laws are subject to change, possibly with retroactive effect, and subject to differing interpretations that could affect the tax consequences described herein. In addition, this section is based in part upon the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreements will be performed in accordance with its terms. This discussion does not address the tax consequences to a U.S. Holder under the laws of any state, local or foreign taxing jurisdiction.
 
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our shares or ADSs that, for United States federal income tax purposes, is:
 
•
an individual who is a citizen or resident of the United States,
 
•
a domestic corporation (or other entity taxable as a corporation);
 
•
an estate the income of which is subject to United States federal income taxation regardless of its source; or
 
•
a trust if (1) a court within the United States is able to exercise primary supervision over the trust’s administration and one or more United States persons have the authority to control all substantial decisions of the trust or (2) a valid election under the Treasury regulations is in effect for the trust to be treated as a United States person.
 
A “Non-U.S. Holder” is a beneficial owner of our ordinary shares that is neither a U.S. Holder nor a partnership (or other entity treated as a partnership for United States federal income tax purposes).
 
This discussion does not address all aspects of United States federal income taxation that may be applicable to U.S. Holders in light of their particular circumstances or status (including, for example, banks and other financial institutions, insurance companies, broker and dealers in securities or currencies, traders that have elected to mark securities to market, regulated investment companies, real estate investment trusts, partnerships or other pass-through entities, corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, pension plans, persons that hold our shares as part of a straddle, hedge or other integrated investment, persons subject to alternative minimum tax or whose “functional currency” is not the U.S. dollar).
 
If a partnership (including any entity or arrangement treated as a partnership for United States federal income tax purposes) holds our shares or ADSs, the tax treatment of a person treated as a partner in the partnership for United States federal income tax purposes generally will depend on the status of the partner and the activities of the partnership. Partnerships (and other entities or arrangements so treated for United States federal income tax purposes) and their partners should consult their own tax advisors.
 
In general, and taking into account the earlier assumptions, for United States federal income and Israeli tax purposes, a holder that holds ADRs evidencing ADSs will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be subject to United States federal income or Israeli tax.
 
This discussion addresses only U.S. Holders and does not discuss any tax considerations other than United States federal income tax considerations. Prospective investors are urged to consult their own tax advisors regarding the United States federal, state, and local, and non-United States tax consequences of the purchase, ownership, and disposition of our shares or ADSs.

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Dividends
 
We do not expect to make any distribution with respect to our shares or ADSs. However, if we make any such distribution, under the United States federal income tax laws, and subject to the passive foreign investment company, or PFIC, rules discussed below, the gross amount of any dividend we pay out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes) will be includible in income for a U.S. Holder and subject to United States federal income taxation. Dividends paid to a noncorporate U.S. Holder that constitute qualified dividend income will be taxable at a preferential tax rate applicable to long-term capital gains of, currently, 20 percent, provided that the U.S. Holder holds the shares or ADSs for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. If we are treated as a PFIC, dividends paid to a U.S. Holder will not be treated as qualified dividend income. If we are not treated as a PFIC, dividends we pay with respect to the shares or ADSs generally will be qualified dividend income, provided that the holding period requirements are satisfied by the U.S. Holder.
 
A U.S. Holder must include any Israeli tax withheld from the dividend payment in the gross amount of the dividend even though the holder does not in fact receive it. The dividend is taxable to the holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend, actually or constructively. Because we are not a United States corporation, the dividend will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends received from other United States corporations. The amount of the dividend distribution includible in a U.S. Holder’s income will be the U.S. dollar value of the NIS payments made, determined at the spot NIS/U.S. dollar rate on the date the dividend distribution is includible in income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in income to the date the payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes.
 
Dividends paid with respect to our ordinary shares or ADSs will be treated as foreign source income, which may be relevant in calculating the holder’s foreign tax credit limitation. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends that we distribute generally should constitute “passive category income,” or, in the case of certain U.S. Holders, “general category income.” A foreign tax credit for foreign taxes imposed on distributions may be denied if holders do not satisfy certain minimum holding period requirements. The rules relating to the determination of the foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you will be entitled to this credit.
 
To the extent a distribution with respect to our shares or ADSs exceeds our current or accumulated earnings and profits, as determined under United States federal income tax principles, the distribution will be treated, first, as a tax-free return of the U.S. Holder’s investment, up to the holder’s adjusted tax basis in its shares or ADSs, and, thereafter, as capital gain, which is subject to the tax treatment described below in “—Gain on Sale, Exchange or Other Taxable Disposition.”
 
Subject to certain limitations, the Israeli tax withheld in accordance with the Treaty and paid over to Israel will be creditable or deductible against a U.S. Holder’s United States federal income tax liability.
 
Subject to the discussion below under “Information reporting and backup withholding,” if you are a Non-U.S. Holder, you generally will not be subject to United States federal income (or withholding) tax on dividends received by you on your ordinary shares, unless you conduct a trade or business in the United States and such income is effectively connected with that trade or business (or, if required by an applicable income tax treaty, the dividends are attributable to a permanent establishment or fixed base that such holder maintains in the United States).
 
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Gain on sale, exchange or other taxable disposition
 
Subject to the PFIC rules described below under “—Passive Foreign Investment Company Considerations,” a U.S. Holder that sells, exchanges or otherwise disposes of shares or ADSs in a taxable disposition generally will recognize capital gain or loss for United States federal income tax purposes equal to the difference between the U.S. Dollar value of the amount realized and the holder’s tax basis, determined in U.S. Dollars, in the shares or ADSs. Gain or loss recognized on such a sale, exchange or other disposition of shares or ADSs generally will be long-term capital gain if the U.S. Holder’s holding period in the shares or ADSs exceeds one year. Long-term capital gains of non-corporate U.S. Holders are generally taxed at preferential rates. The gain or loss generally will be income or loss from sources within the United States for foreign tax credit limitation purposes. A U.S. Holder’s ability to deduct capital losses is subject to limitations.
 
Subject to the discussion below under “Information reporting and backup withholding,” if you are a Non-U.S. Holder, you generally will not be subject to United States federal income or withholding tax on any gain realized on the sale or exchange of such ordinary shares unless:
 
•
such gain is effectively connected with your conduct of a trade or business in the United States (or, if required by an applicable income tax treaty, the gain is attributable to a permanent establishment or fixed base that such holder maintains in the United States); or
 
•
you are an individual and have been present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.
 
For a cash basis taxpayer, units of foreign currency paid or received are translated into U.S. dollars at the spot rate on the settlement date of the purchase or sale. In that case, no foreign currency exchange gain or loss will result from currency fluctuations between the trade date and the settlement date of such a purchase or sale. An accrual basis taxpayer, however, may elect the same treatment required of cash basis taxpayers with respect to purchases and sales of our ordinary shares that are traded on an established securities market, provided the election is applied consistently from year to year. Such election may not be changed without the consent of the IRS. An accrual basis taxpayer who does not make such election may recognize exchange gain or loss based on currency fluctuations between the trade date and the settlement date. Any foreign currency gain or loss a U.S. Holder realizes will be U.S. source ordinary income or loss.

The determination of whether the ADSs or ordinary shares are traded on an established securities market is not entirely clear under current U.S. federal income tax law. Please consult your tax advisor regarding the proper treatment of foreign currency gains or losses with respect to a sale or other disposition of our ordinary shares.
 
Passive foreign investment company considerations
 
Based on our income and assets, we believe that we should be treated as a PFIC for the preceding taxable year. However, the determination of our PFIC status is made annually based on the factual tests described below. Consequently, while we may be treated as a PFIC in future years, we cannot estimate with certainty at this stage whether or not we are likely to be treated as a PFIC for the current or future taxable years. If we were classified as a PFIC in any taxable year, a U.S. Holder would be subject to special rules with respect to distributions on and sales, exchanges and other dispositions of the shares or ADSs. We will be treated as a PFIC for any taxable year in which at least 75 percent of our gross income is “passive income” or at least 50 percent of our gross assets during the taxable year, assuming we were not a controlled foreign corporation, or CFC, for the year being tested, based on the average of the fair market values of the assets determined at the end of each quarterly period, are assets that produce or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, rents, royalties, gains from commodities and securities transactions, and gains from assets that produce passive income. However, rents and royalties received from unrelated parties in connection with the active conduct of a trade or business are not considered passive income for purposes of the PFIC test. In determining whether we are a PFIC, a pro rata portion of the income and assets of each corporation in which we own, directly or indirectly, at least a 25% interest (by value) is taken into account.

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Excess distribution rules
 
If we were a PFIC with respect to a U.S. Holder, then unless the holder makes one of the elections described below, a special tax regime would apply to the U.S. Holder with respect to (a) any “excess distribution” (generally, aggregate distributions in any year that are greater than 125% of the average annual distribution received by the holder in the shorter of the three preceding years or the holder’s holding period for the shares or ADSs) and (b) any gain realized on the sale or other disposition of the shares or ADSs. Under this regime, any excess distribution and realized gain will be treated as ordinary income and will be subject to tax as if (a) the excess distribution or gain had been realized ratably over the U.S. Holder’s holding period, (b) the amount deemed realized in each year had been subject to tax in each year of that holding period at the highest marginal rate for such year (other than income allocated to the current period or any taxable period before we became a PFIC, which would be subject to tax at the U.S. Holder’s regular ordinary income rate for the current year and would not be subject to the interest charge discussed below), and (c) the interest charge generally applicable to underpayments of tax had been imposed on the taxes deemed to have been payable in those years. If we were determined to be a PFIC, this tax treatment for U.S. Holders would apply also to indirect distributions and gains deemed realized by U.S. Holders in respect of stock of any of our subsidiaries determined to be PFICs. In addition, dividend distributions would not qualify for the lower rates of taxation applicable to long-term capital gains discussed above under “Dividends”.
 
A U.S. Holder that holds the shares or ADSs at any time during a taxable year in which we are classified as a PFIC generally will continue to treat such shares or ADSs as shares or ADSs in a PFIC, even if we no longer satisfy the income and asset tests described above, unless the U.S. Holder elects to recognize gain, which will be taxed under the excess distribution rules as if such shares or ADSs had been sold on the last day of the last taxable year for which we were a PFIC.
 
Certain elections by a U.S. Holder would alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment of the shares or ADSs, as described below. However, we do not currently intend to provide the information necessary for U.S. Holders to make “QEF elections,” as described below, and the availability of a “mark-to-market election” with respect to the shares or ADSs is a factual determination that will depend on the manner and quantity of trading of our shares or ADSs, as described below. A mark-to-market election cannot be made with respect to the stock of any of our subsidiaries.
 
QEF election
 
If we were a PFIC, the rules above would not apply to a U.S. Holder that makes an election to treat our shares or ADSs as stock of a “qualified electing fund” or QEF. A U.S. Holder that makes a QEF election is required to include in income its pro rata share of our ordinary earnings and net capital gain as ordinary income and long-term capital gain, respectively, subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge. A U.S. Holder makes a QEF election generally by attaching a completed IRS Form 8621 to a timely filed United States federal income tax return for the year beginning with which the QEF election is to be effective (taking into account any extensions). A QEF election can be revoked only with the consent of the IRS. In order for a U.S. Holder to make a valid QEF election, we must annually provide or make available to the holder certain information. While we intend to provide to U.S. Holders the information required to make a valid QEF election, we cannot provide any assurances that we will in fact provide such information.
 
Mark-to-market election
 
If we were a PFIC, the rules above also would not apply to a U.S. Holder that makes a “mark-to-market” election with respect to the shares or ADSs, but this election will be available with respect to the shares or ADSs only if they meet certain minimum trading requirements to be considered “marketable stock” for purposes of the PFIC rules. In addition, a mark-to-market election generally could not be made with respect to the stock of any of our subsidiaries unless that stock were itself marketable stock, and the election may therefore be of limited benefit to a U.S. Holder that wants to avoid the excess distribution rules described above. Shares or ADSs will be marketable stock if they are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission or on a non-U.S. exchange or market that meets certain requirements under the Treasury regulations. Shares or ADSs generally will be considered regularly traded during any calendar year during which they are traded, other than in de minimis quantities, on at least 15 days during each calendar quarter. Any trades that have as their principal purpose meeting this requirement will be disregarded.

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A U.S. Holder that makes a valid mark-to-market election for the first tax year in which the holder holds (or is deemed to hold) our shares or ADSs and for which we are a PFIC will be required to include each year an amount equal to the excess, if any, of the fair market value of such shares or ADSs the holder owns as of the close of the taxable year over the holder’s adjusted tax basis in such shares or ADSs. The U.S. Holder will be entitled to a deduction for the excess, if any, of the holder’s adjusted tax basis in the shares or ADSs over the fair market value of such shares or ADSs as of the close of the taxable year, but only to the extent of any net mark-to-market gains with respect to such shares or ADSs included by the U.S. Holder under the election for prior taxable years. The U.S. Holder’s basis in such shares or ADSs will be adjusted to reflect the amounts included or deducted pursuant to the election. Amounts included in income pursuant to a mark-to-market election, as well as gain on the sale, exchange or other taxable disposition of such shares or ADSs, will be treated as ordinary income. The deductible portion of any mark-to-market loss, as well as loss on a sale, exchange or other disposition of our shares or ADSs to the extent that the amount of such loss does not exceed net mark-to-market gains previously included in income, will be treated as ordinary loss.
 
The mark-to-market election applies to the taxable year for which the election is made and all subsequent taxable years, unless the shares cease to be treated as marketable stock for purposes of the PFIC rules or the IRS consents to its revocation. The excess distribution rules described above generally will not apply to a U.S. Holder for tax years for which a mark-to-market election is in effect. However, if we were a PFIC for any year in which the U.S. Holder owns the shares or ADSs but before a mark-to-market election is made, the interest charge rules described above would apply to any mark-to-market gain recognized in the year the election is made.
 
PFIC reporting obligations
 
A U.S. Holder of PFIC shares must generally file an annual information return on IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund) containing such information as the U.S. Treasury Department may require. The failure to file IRS Form 8621 could result in the imposition of penalties and the extension of the statute of limitations with respect to U.S. federal income tax.
 
U.S. Holders are urged to consult their tax advisors as to our status as a PFIC, and the tax consequences to them if we were a PFIC, including the reporting requirements and the desirability of making, and the availability of, a QEF election or a mark-to-market election with respect to the shares or ADSs.
 
Medicare tax
 
Non-corporate U.S. Holders that are individuals, estates or trusts and whose income exceeds certain thresholds generally are subject to a 3.8% tax on all or a portion of their net investment income, which may include their gross dividend income and net gains from the disposition of shares or ADSs. A United States person that is an individual, estate or trust is encouraged to consult its tax advisors regarding the applicability of this Medicare tax to its income and gains in respect of any investment in our shares or ADSs.
 
Information reporting with respect to foreign financial assets
 
Individual U.S. Holders may be subject to certain reporting obligations on IRS Form 8938 (Statement of Specified Foreign Financial Asset) with respect to the shares or ADSs for any taxable year during which the U.S. Holder’s aggregate value of these and certain other “specified foreign financial assets” exceed a threshold amount that varies with the filing status of the individual. This reporting obligation also applies to domestic entities formed or availed of to hold, directly or indirectly, specified foreign financial assets, including the shares or ADSs. Significant penalties can apply if U.S. Holders are required to make this disclosure and fail to do so.
 
Information reporting and backup withholding
 
In general, information reporting, on IRS Form 1099, will apply to dividends in respect of shares or ADSs and the proceeds from the sale, exchange or redemption of shares of ADSs that are paid to a holder of shares or ADSs within the United States (and in certain cases, outside the United States), unless such holder is an exempt recipient such as a corporation. Backup withholding (currently at a 24% rate) may apply to such payments if a holder of shares or ADSs fails to provide a taxpayer identification number (generally on an IRS Form W-9) or certification of other exempt status or fails to report in full dividend and interest income.
 
Backup withholding is not an additional tax. A U.S. Holder generally may obtain a refund of any amounts withheld under the backup withholding rules that exceed the U.S. Holder’s income tax liability by filing a refund claim with the Internal Revenue Service.
 
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UNDERWRITING

We have entered into an underwriting agreement with H.C. Wainwright & Co., LLC, or H.C. Wainwright, as representative of the several underwriters for the offering named below, with respect to the ADSs being offered. Subject to the terms and conditions of the underwriting agreement, each underwriter has severally agreed to purchase from us the number of ADSs set forth opposite its name below.
 
Underwriters
 
Number of ADSs
 

    -
 
Total
    -
 
 
The underwriting agreement provides that the obligations of the underwriters are subject to certain conditions precedent and that the underwriters have agreed, severally and not jointly, to purchase all of the ADSs sold under the underwriting agreement if any of these ADSs are purchased, other than those ADSs covered by the option to purchase additional ADSs described below.  If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the non-defaulting underwriters may be increased or the underwriting agreement may be terminated.
 
We have agreed to indemnify the underwriters against specified liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect thereof.
 
The underwriters are offering the ADSs, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions specified in the underwriting agreement.  The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
 
Option to Purchase Additional ADSs.  We have granted to the underwriters an option to purchase up to            additional ADSs at the public offering price, less the underwriting discounts and commissions.  This option is exercisable for a period of 30 days from the date of this prospectus.  To the extent that the underwriters exercise this option, the underwriters will purchase additional ADSs from us in approximately the same proportion as shown in the table above.
 
Discounts and Commissions.  The following table shows the public offering price, underwriting discounts and commissions and proceeds, before expenses to us.  These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional ADSs.
 
   
T o t a l
 
   
Per ADS
   
Without Option To Purchase Additional ADSs
   
With Option To Purchase Additional ADSs
 
Public offering price
 
$

   
$

   
$

 
Underwriting discount
   
     
     
 
Proceeds, before expenses, to us
   
     
     
 
 
We estimate that the total expenses of the offering payable by us, excluding underwriting discounts, commissions and expenses, will be approximately $        . We have agreed to reimburse the expenses of the H.C. Wainwright in the non-accountable sum of $25,000, clearing expenses in the amount of $12,900, and the other actual expenses of H.C. Wainwright, including its legal fees, up to $125,000 in connection with this offering. We have also agreed to H.C. Wainwright a management fee equal to 1% of the aggregate gross proceeds in this offering, including any gross proceeds received upon any subsequent exercise of the option to purchase additional securities.
 
The underwriters propose to offer the ADSs to the public at the public offering price set forth on the cover of this prospectus.  The underwriters may offer the ADSs to securities dealers at the public offering price less a concession not in excess of $         per ADS.  If all of the ADSs are not sold at the public offering price, the underwriters may change the offering price and other selling terms.  Sales of ADSs made outside of the United States may be made by affiliates of certain of the underwriters.  Certain of the underwriters may sell ADSs through one or more of their affiliates as selling agents.

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Tail.    We have also agreed to pay Wainwright a tail fee equal to the compensation in the offering if any investor which Wainwright contacted or introduced us to during the term of Wainwright's engagement (other than pre-existing investors of ours) provides us with further capital in a public or private offering or capital raising transaction and such offering or transaction is consummated during the 12-month period following termination or expiration of that certain engagement letter, dated September 10, 2020, as amended, entered into between us and Wainwright.
 
Discretionary Accounts.  The underwriters do not intend to confirm sales of the ADSs to any accounts over which they have discretionary authority.
 
Market Information.  Prior to the completion of this offering, there has been no public market for ADSs.  The initial public offering price will be determined by negotiations between us and H.C. Wainwright.  In addition to prevailing market conditions, the factors to be considered in these negotiations will include:
 
•
our trading price on the TASE;
 
•
the history of, and prospects for, our company and the industry in which we compete;
 
•
our past and present financial information;
 
•
an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenue;
 
•
the present state of our development; and
 
•
the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.
 
An active trading market for the ADSs may not develop.  It is also possible that after the offering the ADSs will not trade in the public market at or above the initial public offering price.
 
We intend to apply for the listing of the ADSs on the Nasdaq Capital Market under the symbol “            .” We make no representation that such application will be approved or that the ADSs will trade on such market either now or at any time in the future.
 
Stabilization.  In connection with this offering, the underwriters may engage in stabilizing transactions, overallotment transactions, syndicate covering transactions, penalty bids and purchases to cover positions created by short sales.
 
•
Stabilizing transactions permit bids to purchase ADSs so long as the stabilizing bids do not exceed a specified maximum, and are engaged in for the purpose of preventing or retarding a decline in the market price of the ADSs while the offering is in progress.
 
•
Overallotment transactions involve sales by the underwriters of ADSs in excess of the number of ADSs the underwriters are obligated to purchase.  This creates a syndicate short position which may be either a covered short position or a naked short position.  In a covered short position, the number of ADSs over-allotted by the underwriters is not greater than the number of ADSs that they may purchase pursuant to the option to purchase additional ADSs.  In a naked short position, the number of ADSs involved is greater than the number of ADSs that the underwriters have the option to purchase.  The underwriters may close out any short position by exercising their option to purchase additional ADSs and/or purchasing ADSs in the open market.
 
119

•
Syndicate covering transactions involve purchases of ADSs in the open market after the distribution has been completed in order to cover syndicate short positions.  In determining the source of ADSs to close out the short position, the underwriters will consider, among other things, the price of ADSs available for purchase in the open market as compared with the price at which they may purchase ADSs through exercise of the option to purchase additional ADSs. If the underwriters sell more ADSs than could be covered by exercise of the option to purchase additional ADSs and, therefore, have a naked short position, the position can be closed out only by buying ADSs in the open market.  A naked short position is more likely to be created if the underwriters are concerned that after pricing there could be downward pressure on the price of the ADSs in the open market that could adversely affect investors who purchase in the offering.
 
•
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the ADSs originally sold by that syndicate member is purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.
 
These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the ADSs or preventing or retarding a decline in the market price of the ADSs.  As a result, the price of the ADSs in the open market may be higher than it would otherwise be in the absence of these transactions.  Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the ADSs.  These transactions may be effected on the Nasdaq Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued at any time.
 
Passive Market Making.  In connection with this offering, underwriters and selling group members may engage in passive market making transactions in the ADSs on the Nasdaq Capital Market in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended, during a period before the commencement of offers or sales of ADSs and extending through the completion of the distribution.  A passive market maker must display its bid at a price not in excess of the highest independent bid of that security.  However, if all independent bids are lowered below the passive market maker’s bid, such bid must then be lowered when specified purchase limits are exceeded.

Lock-Up Agreements.  Prior to the completion of this offering, we and each of our officers, directors and certain holders of issued and outstanding shares of capital stock, as of the effective date of the registration statement of which this prospectus forms a part, equal to 5% or more of our share capital, will agree not to sell, contract to sell, encumber, grant any option for the sale or otherwise dispose of any Ordinary Shares or ADSs or for a period of six months after the date of the closing of the offering of the ADSs without the prior written consent of H.C. Wainwright.
 
In addition, the underwriting agreement provides that we will not, for a period of six months following the closing of the offering of the ADSs, offer, sell or distribute any of our securities, without the prior written consent of H.C. Wainwright.
 
Selling Restrictions

Canada.  The ADSs may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the ADSs must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
 
       Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory.  The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these rights or consult with a legal advisor.

120
 
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
 
Switzerland.  The securities will not be offered, directly or indirectly, to the public in Switzerland and this prospectus does not constitute a public offering prospectus as that term is understood pursuant to article 652a or 1156 of the Swiss Federal Code of Obligations.
 
European Economic Area and the UK.  In relation to each Member State of the EEA and the UK, each a Relevant State, no ADSs have been offered or will be offered pursuant to the offering to the public in that Relevant State, except that offers of ADSs may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation:
 
(A)
to any legal entity which is a qualified investor as defined under the Prospectus Regulation;
 
(B)
to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriters; or
 
(C)
in any other circumstances falling within Article 1(4) of the Prospectus Regulation,
 
provided that no such offer of ADSs shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires any ADSs or to whom any offer is made will be deemed to have represented, acknowledged and agreed to and with us and each of the underwriters and that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation.
 
In the case of any ADSs being offered to a financial intermediary as that term is used in Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the ADSs acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ADSs to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the underwriters have been obtained to each such proposed offer or resale.
 
For the purposes of this provision, the expression an “offer to the public” in relation to ADSs in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any ADSs to be offered so as to enable an investor to decide to purchase or subscribe for any ADSs, and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
 
United Kingdom.  In addition, in the UK, this document is being distributed only to, and is directed only at, and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Regulation) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, the Order, and/or (ii) who are high net worth companies , unincorporated associations, etc. falling within Article 49(2)(a) to (d) of the Order and/or (iii) to whom it may otherwise be lawfully communicated, all such persons together being referred to as relevant persons, and in circumstances which have not resulted and will not result in an offer to the public of the ADSs in the UK within the meaning of the FSMA.
 
Any person in the UK that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action.  In the UK, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons.
 
Israel.   In the State of Israel this prospectus shall not be regarded as an offer to the public to purchase ADSs under the Israeli Securities Law, 5728 – 1968, which requires a prospectus to be published and authorized by the Israel Securities Authority, if it complies with certain provisions of Section 15 of the Israeli Securities Law, 5728–1968, including, inter alia, if: (i) the offer is made, distributed or directed to not more than 35 investors, subject to certain conditions, or the Addressed Investors; or (ii) the offer is made, distributed or directed to certain qualified investors defined in the First Addendum of the Israeli Securities Law, 5728 – 1968, subject to certain conditions, collectively, the Qualified Investors.  The Qualified Investors shall not be taken into account in the count of the Addressed Investors and may be offered to purchase securities in addition to the 35 Addressed Investors.  We have not and will not take any action that would require it to publish a prospectus in accordance with and subject to the Israeli Securities Law, 5728 – 1968.  We have not and will not distribute this prospectus or make, distribute or direct an offer to subscribe for the ADSs to any person within the State of Israel, other than to Qualified Investors and up to 35 Addressed Investors.

121
 
Qualified Investors may have to submit written evidence that they meet the definitions set out in of the First Addendum to the Israeli Securities Law, 5728 – 1968.  In particular, we may request, as a condition to be offered ADSs, that Qualified Investors will each represent, warrant and certify to us and/or to anyone acting on our behalf: (i) that it is an investor falling within one of the categories listed in the First Addendum to the Israeli Securities Law, 5728 – 1968; (ii) which of the categories listed in the First Addendum to the Israeli Securities Law, 5728 – 1968 regarding Qualified Investors is applicable to it; (iii) that it will abide by all provisions set forth in the Israeli Securities Law, 5728 – 1968 and the regulations promulgated thereunder in connection with the offer to be issued ADSs; (iv) that the ADSs that it will be issued are, subject to exemptions available under the Israeli Securities Law, 5728 – 1968: (a) for its own account; (b) for investment purposes only; and (c) not issued with a view to resale within the State of Israel, other than in accordance with the provisions of the Israeli Securities Law, 5728 – 1968; and (v) that it is willing to provide further evidence of its Qualified Investor status. Addressed Investors may have to submit written evidence in respect of their identity and may have to sign and submit a declaration containing, inter alia, the Addressed Investor’s name, address and passport number or Israeli identification number.
 
We have not authorized and do not authorize the making of any offer of securities through any financial intermediary on our behalf, other than offers made by the underwriters and their respective affiliates, with a view to the final placement of the securities as contemplated in this document. Accordingly, no purchaser of the ADSs, other than the underwriters, is authorized to make any further offer of ADSs on our behalf or on behalf of the underwriters.
 
Other Relationships.  Certain of the underwriters and their affiliates may in the future provide, various investment banking, commercial banking and other financial services for us and our affiliates for which they have received, and may in the future receive, customary fees.
 
Electronic Offer, Sale and Distribution of ADSs.  A prospectus in electronic format may be made available on the websites maintained by one or more of the underwriters or selling group members, if any, participating in this offering and one or more of the underwriters participating in this offering may distribute prospectuses electronically H.C. Wainwright may agree to allocate a number of ADSs to underwriters and selling group members for sale to their online brokerage account holders.  Internet distributions will be allocated by the underwriters and selling group members that will make internet distributions on the same basis as other allocations.  Other than the prospectus in electronic format, the information on these websites is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved or endorsed by us or any underwriter in its capacity as underwriter, and should not be relied upon by investors.
 
122

LEGAL MATTERS
 
The validity of our ordinary shares underlying the ADSs and other legal matters concerning this offering relating to Israeli law will be passed upon for us by Kaufman, Rabinovich, Kaiser, Raz & Co., Israel. The validity of the ADSs being offered by this prospectus and certain legal matters in connection with this offering relating to U.S. federal law will be passed upon for us by Covington & Burling LLP, New York, New York. Certain legal matters in connection with this offering relating to Israeli law will be passed upon for the underwriters by Barnea & Co., Israel. Certain legal matters concerning this offering relating to U.S. federal law will be passed upon for the underwriters by McDermott Will & Emery LLP, New York, New York.
 
EXPERTS
 
The consolidated financial statements of Meat-Tech 3D Ltd. as of December 31, 2019 and 2018 and for the year ended December 31, 2019 and the eight-month period ended December 31, 2018, and the financial statements of Peace of Meat BV as of February 29, 2020 and for the six-month period from inception ended February 29, 2020, have been included herein in reliance upon the report of Somekh Chaikin, a Member Firm of KPMG International, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.
 
The audit report for Meat-Tech 3D Ltd. covering the December 31, 2019 financial statements refers to a change in the presentation currency to the U.S. dollar, as well as an emphasis of matter paragraph that states that all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020.
 
The business address of Somekh Chaikin is 8 Hartum St., Jerusalem Israel.

123

ENFORCEABILITY OF CIVIL LIABILITIES
 
We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus, substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore, because a substantial portion of our assets and many of our directors and officers are located outside the United States, any judgment obtained in the United States against us or these directors and officers may not be collectible within the United States.
 
We have irrevocably appointed Puglisi & Associates as our agent to receive service of process in any action against us in any U.S. federal or state court arising out of this offering or any purchase or sale of securities in connection with this offering. The address of our agent is 850 Library Avenue, Suite 204, Newark, Delaware 19711.
 
We have been informed by our legal counsel in Israel, Kaufman, Rabinovich & Co., that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws if they determine that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. There is little binding case law in Israel addressing these matters. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will be governed by Israeli law.
 
Subject to specified time limitations and legal procedures, under the rules of private international law currently prevailing in Israel, Israeli courts may enforce a final U.S. judgment in a civil matter, including judgments based upon the civil liability provisions of the U.S. securities laws and including a monetary or compensatory judgment in a non-civil matter, provided that:
 
•
the judgment is enforceable in the state in which it was given;
 
•
the judgment was rendered by a court of competent jurisdiction under the rules of private international law prevailing in Israel;
 
•
the laws of the state in which the judgment was given provide for the enforcement of judgments of Israeli courts;
 
•
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard;
 
•
the judgment and the enforcement of the judgment are not contrary to the law, public policy, security or sovereignty of the State of Israel;
 
•
the judgment was not obtained by fraudulent means and does not conflict with any other valid judgment in the same matter between the same parties; and
 
•
an action between the same parties in the same matter is not pending in any Israeli court at the time the lawsuit is instituted in the foreign court.
 
If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rate fluctuations.

124
 
EXPENSES RELATED TO THIS OFFERING
 
The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by us in connection with this offering. All amounts listed below are estimates except the SEC registration fee, the Nasdaq Capital Market listing fee and the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee.
 
 Itemized expense
 
Amount
 
 
 


 SEC registration fee
 
$
3,137
 
 FINRA filing fee
    *  
 Nasdaq Capital Market listing fee
    *  
 Printing and engraving expenses
    *  
 Legal fees and expenses     *  
 Transfer agent and registrar fees     *  
 Accounting fees and expenses     *  
 Miscellaneous     *  
 Total   $ *
________________
*        To be filed by amendment.

125

WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We have filed a registration statement on Form F-1 (including amendments and exhibits thereto) with the SEC under the Securities Act, relating to this offering of the ADSs. This prospectus, which forms a part of the registration statement, does not contain all of the information contained in the registration statement. The rules and regulations of the SEC allow us to omit certain information from this prospectus that is included in the registration statement. Statements made in this prospectus concerning the contents of any contract, agreement or other document are summaries of all material information about the documents summarized, but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration statement, you may read the document itself for a complete description of its terms.

The SEC maintains an Internet site that contains reports and other information regarding issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.
 
We are not currently subject to the informational requirements of the Exchange Act. As a result of this offering, we will become subject to the informational requirements of the Exchange Act applicable to foreign private issuers and will fulfill the obligations of these requirements by filing reports with the SEC. As a foreign private issuer, we will be exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements, and our officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to file with the SEC, within 120 days after the end of our fiscal year ended December 31, 2020, and each subsequent fiscal year, an annual report on Form 20-F containing financial statements which will be examined and reported on, with an opinion expressed, by an independent registered public accounting firm.
 
As a foreign private issuer, we are also exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors. We are, however, still subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5. Since many of the disclosure obligations required of us as a foreign private issuer are different than those required of U.S. domestic reporting companies, our shareholders, potential shareholders and the investing public in general should not expect to receive information about us in the same amount, or at the same time, as information is received from, or provided by, other U.S. domestic reporting companies. We are only liable for violations of the rules and regulations of the SEC that apply to us as a foreign private issuer.
 
In addition, since our ordinary shares are traded on the TASE, we have filed Hebrew language periodic and immediate reports with, and furnish information to, the TASE and the Israel Securities Authority, or the ISA, as required under the Securities Law. Copies of our filings with the ISA can be retrieved electronically through the MAGNA distribution site of the ISA (www.magna.isa.gov.il) and the TASE website (maya.tase.co.il/en).
 
We maintain a corporate website at www.meatech3d.com. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
 
126
Meat-Tech 3D Ltd.
Index to Consolidated Financial Statements

Financial Information of Meat-Tech 3D Ltd.
 
Page
     
  F - 2
Consolidated Financial Statements:
   
  F - 3
  F - 4
  F - 5
  F - 6
  F - 7 - F - 25
Condensed Consolidated Interim Financial Statements (Unaudited):
   
  F - 26
  F - 27
  F - 28
  F - 29
  F - 30 - F - 41

F - 1

Meat-Tech 3D Ltd.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Meat-Tech 3D Ltd.

Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Meat-Tech 3D Ltd. as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive loss, changes in capital (deficit), and cash flows for the year ended December 31, 2019, and the eight months ended December 31, 2018, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the year ended December 31, 2019, and the eight months ended December 31, 2018, in conformity with International Financial Reporting Standards, as issued by the International Accounting Standards Board.

Change in Accounting Principle
As discussed in Note 2B to the consolidated financial statements, the Company has elected to change its presentation currency to the US dollar.

Retroactive effect of reverse merger
As discussed in Note 1A to the consolidated financial statements, all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020.

Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Somekh Chaikin
Somekh Chaikin

Certified Public Accountants (Isr.)
Member Firm of KPMG International

We have served as the Company’s auditor since 2020.

Tel Aviv, Israel
January 26, 2021

F - 2
Meat-Tech 3D Ltd.

Consolidated Statements of Financial Position

         
December 31
   
December 31
 
         
2019
   
2018
 
   
Note
   
USD thousands
   
USD thousands
 
Current assets
                 
                   
Cash and cash equivalents
         
1,274
     
31
 
Receivables for the issue of capital
   
8B(2)

   
222
     
-
 
Loans provided
   
4
     
87
     
-
 
Receivables
   
5
     
38
     
1
 
Total current assets
           
1,621
     
32
 
                         
Non-current assets
                       
                         
Right-of-use asset
   
13
     
197
     
-
 
Restricted deposits
   
16A

   
42
     
-
 
Fixed assets, net
   
6
     
127
     
3
 
                         
Total non-current assets
           
366
     
3
 
                         
Total Assets
           
1,987
     
35
 
                         
Current liabilities
                       
                         
Trade payables
           
69
     
1
 
Other payables
   
7
     
226
     
36
 
Current maturities of lease liabilities
   
13
     
109
     
-
 
                         
Total current liabilities
           
404
     
37
 
                         
Non-current liabilities
                       
                         
Long-term lease liabilities
   
13
     
92
     
-
 
                         
Total non-current liabilities
           
92
     
-
 
                         
Capital (deficit)
   
8
                 
                         
Share capital and premium on shares
           
1,880
     
-
 
Capital reserves
           
14
     
-
 
Currency translation differences reserve
           
22
     
-
 
Accumulated deficit
           
(425
)
   
(2
)
                         
Total capital (deficit)
           
1,491
     
(2
)
Total liabilities and capital
           
1,987
     
35
 

     The accompanying Notes are an integral part of the financial statements.
 
F - 3
Meat-Tech 3D Ltd.

Consolidated Statements of Income and of Comprehensive Loss

         
Year ended
December 31,
   
Eight months ended
December 31,
 
         
2019
   
2018
 
   
Note
   
USD thousands, except share data
   
USD thousands, except share data
 
                   
  Revenues
         
-
     
51
 
  Gross Profit
         
-
     
51
 
                       
 Research and development expenses
   
9
     
166
     
-
 
  General and administrative expenses
   
10
     
256
     
53
 
  Operating loss
           
422
     
2
 
                         
Financing income
           
1
     
-
 
Financing expenses
           
(2
)
   
-
 
Financing expenses, net
           
(1
)
   
-
 
                         
  Loss for the period
           
(423
)
   
(2
)
                         
Other comprehensive income items that will not be transferred to profit or loss:
                       
Foreign currency translation adjustments
           
22
     
-*

                         
Total comprehensive loss for the period
           
(401
)
   
(2
)
                         
  Loss per ordinary share, no par value (USD)
                       
                         
  Basic and diluted loss per share (USD)
           
(0.022
)
   
(0
)
                         
  Weighted-average number of shares outstanding - basic and diluted (shares)
   
15
     
19,484,478
     
14,919,810
 

*Less than USD 1,000
 
The accompanying notes are an integral part of these financial statements.
 
F - 4
Meat-Tech 3D Ltd.
 
Consolidated Statements of Changes in Capital (Deficit)

   
Share and capital premium
   
Transactions with related parties reserve
   
Currency translation differences reserve
   
Accumulated deficit
   
Total
 
   
USD thousands
 
                               
Year ended December 31
                             
2019 (Audited)
                             
                               
Balance as at January 1, 2019
   
-
     
-
     
-
     
(2
)
   
(2
)
                                         
Issuance of shares and warrants, net
   
1,880
     
-
     
-
     
-
     
1,880
 
Other comprehensive income
           
-
     
22
             
22
 
Transaction with a related party
   
-
     
14
     
-
     
-
     
14
 
Loss for the period
   
-
     
-
     
-
     
(423
)
   
(423
)
                                         
Balance as at December 31, 2019
   
1,880
     
14
     
22
     
(425
)
   
1,491
 
                                         
Eight months ended December 31,  2018 (Audited)
                                       
                                         
Balance as at May 1, 2018
(establishment of the Company)
   
-
     
-
     
-
     
-
     
-
 
                                         
Loss for the period
   
-
     
-
     
-
     
(2
)
   
(2
)
                                         
Balance as at December 31, 2018
   
-
     
-
     
-
     
(2
)
   
(2
)

The accompanying notes are an integral part of the financial statements.
 
F - 5
Meat-Tech 3D Ltd.

Consolidated Statements of Cash Flows

   
Year ended
December 31,
   
Eight months ended
December 31,
 
   
2019
   
2018
 
   
USD thousands
   
USD thousands
 
Cash flows - operating activities
           
             
Net loss for the period
   
(423
)
   
(2
)
                 
Adjustments required to reconcile net loss to net cash from (used in) operating activities:
               
                 
Depreciation and amortization
   
21
     
-
 
Transaction with a related party
   
14
     
-
 
     
35
     
-
 
                 
Changes in asset and liability items:
               
                 
Increase in trade and other receivables
   
(36
)
   
(1
)
Increase in trade payables
   
66
     
1
 
Increase in other payables
   
185
     
36
 
     
215
     
36
 
Net cash flows from (used in) operating activities
   
(173
)
   
34
 
                 
Cash flows - investing activities
               
                 
Acquisition of fixed assets
   
(126
)
   
(3
)
Increase of restricted deposit
   
(41
)
   
-
 
Loan provided
   
(86
)
   
-
 
Net cash used in investment activities
   
(253
)
   
(3
)
                 
    Cash flows - finance activities
               
                 
    Proceeds from issuance of shares and warrants
   
1,670
     
-
 
    Issuance costs
   
(8
)
   
-
 
    Repayment of liability for lease
   
(14
)
   
-
 
    Net cash from finance activities
   
1,648
     
-
 
                 
     Net increase in cash and cash equivalents
   
1,222
     
31
 
                 
  Effect of exchange differences on cash and cash equivalents
   
21
     
-
 
     Cash and cash equivalents as at the beginning of the period:
   
31
     
-
 
                 
Cash and cash equivalents at end of period
   
1,274
     
31
 
                 
Non-cash activities
               
Purchase  of fixed assets
   
1
     
-
 
Issue of shares and options against receivables
   
222
     
-
 

The accompanying notes are an integral part of the financial statements.
 

F - 6
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 1 – General
 

A.      These financial statements have been prepared in compliance with the rules and regulations of the Securities and Exchange Commission for inclusion in a registration statement to be filed in the United States.  Accordingly, and in order to provide relevant and consistent material information, all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020, as detailed in Note 1B.

B.       Meat-Tech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983. On August 29, 1994, the Company became a public company whose shares are listed for trade on the Tel Aviv Stock Exchange. The Company’s official address is 18 Einstein Street, Nes Ziona, Israel.

The Company is an Israeli company engaged in the food-tech industry. The Company develops methods, advanced unique technologies and machinery for growing, cultivating, producing and printing clean meat, without raising and killing animals, using stem cell printing technology in a 3D printer.

The Company is developing two technologies: a bio-ink printing technology and a high-yield tissue growing technology. To date, Meat-Tech has filed patent applications in its field.

Execution of Merger with Chicken Meat-Tech Ltd. (formerly MeaTech Ltd.):

On January 26, 2020, the Company executed a merger with Chicken Meat-Tech Ltd. (then known as MeaTech Ltd., or “MeaTech"), by way of an exchange of shares between the Company and the shareholders of MeaTech (the "Transaction" or "Merger"). Under the merger agreement with MeaTech, the Company allotted to MeaTech shareholders 30,525,506 ordinary shares of the Company, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Transaction was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of the Company. Upon closing of the Transaction, the Company allotted share rights (not listed for trading) to MeaTech shareholders, exercisable into 12,718,961 Company shares ("Founders Rights"), subject to compliance with milestones, as set out below. The total share rights reflected, assuming full conversion, an additional 8% holding in the Company. The Founders Rights expire after a period of 60 months from the date of allotment. Vesting of the Founders Rights allotted to MeaTech shareholders is subject to satisfaction of the milestones as defined below:

 

 1.

Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the completion of this milestone, see Note 18D below);

 

 2.

Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares.

Notwithstanding the foregoing, in the event that securities of the Company or MeaTech are listed for trading on a foreign stock exchange in the United States, United Kingdom, Australia, the Netherlands, Germany or China, all Founder Rights will vest immediately and convert into an equal number of the Company's shares.

Following the Merger, MeaTech became a wholly owned subsidiary of the Company. In September 2020, its name was changed to Chicken Meat-Tech Ltd.

Appointment of directors and termination of office of serving directors:

At the date of completion of the Merger, three Ophectra directors resigned from the Company’s board of directors, and three directors, including MeaTech’s Chief Executive Officer and Chief Technology Officer, Mr. Sharon Fima, were either appointed to the Company’s board or were requested to remain because of their business experience or financial expertise and to maintain sound corporate governance. In addition, Mr. Fima was appointed as CEO & CTO of the Company. Shortly after the Merger, following additional changes to director composition, the Company’s board of directors was composed of four directors appointed by the post-merger Company or requested to remain, and two external directors with financial expertise not involved in the business of either Ophectra or MeaTech.


F - 7

Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 1 – General (cont.)

Settlement pursuant to section 350 of the Companies Law:

Under the merger agreement, the Company made a court-approved arrangement, pursuant to Section 350 of the Companies Law, to hand over the Company's existing operations to a trustee to settle the Company's debts and liabilities, with the exception of the Company's investment in shares of Therapin Ltd. (“Therapin”), so that after the completion of the merger, the Company’s sole operations were those of MeaTech and its holdings in Therapin (for information about a subsequent separation agreement in which the Company ceased to hold shares of Therapin, see Note 18C below). The proposed settlement under the arrangement included the following key components:

 

 1.

Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them.

 

 2.

With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin.

 

 3.

The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred.

 

 4.

The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement.

Although legally the Company is the acquirer of all of the outstanding shares of MeaTech (now known as Chicken Meat-Tech, as described above), the shareholders of MeaTech received the majority of the voting rights in the Company and the ability to determine its financial and operational policy; the management of MeaTech continues to serve as the management of the Company; and at the time of completion of the Merger, Meat-Tech 3D (then Ophectra) was a  company without significant business operations, the Transaction did not constitute a business acquisition as defined in IFRS 3, it was determined that MeaTech is the acquirer for accounting purposes. Therefore, the Transaction was treated as a reverse acquisition that does not constitute a business combination.

Accordingly, all periods presented within the financial statements were adjusted retroactively to reflect the financial statements of MeaTech other than the earnings per share, which is presented according to the equity information of the Company as the acquiring company for legal purposes.

C.     Definitions:

 In these financial statements:

(1) The Company or legal acquirer - Meat-Tech 3D Ltd.

(2) The Group - the Company and its Subsidiary A

(3) The Subsidiary or Accounting Acquirer – Chicken Meat-Tech Ltd., formerly known as MeaTech Ltd.

(4) Related Party - as defined in IAS 24 (revised).

(5) USD - United States Dollar


Note 2 - Basis of Preparation of the Financial Statements
 
A.      Statement of Compliance with IFRS
 
The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.
 
The financial statements were authorized for issue by the Company’s Board of Directors on January 26, 2021.
 
B.      Functional Currency and Presentation Currency
 
The New Israeli Shekel (“NIS”) is the currency that represents the principal economic environment in which the Company operates and is thus its functional currency. However, for financial reporting purposes, these financial statements, which are prepared on the basis of the functional currency, were translated into a different presentation currency, the U.S. dollar, for all periods presented. The Company previously used NIS as the presentation currency and now presents financial results in U.S. dollars in preparation for raising capital and listing the Company’s securities for trading on a U.S. stock exchange, in order to make these results more accessible to U.S. investors.
 
Assets and liabilities are translated at the exchange rates at the balance sheet date; expenses and income are translated at the exchange rate at the time they are generated. Exchange rate differentials generated due to such translation are attributed to the capital reserve.
 
F - 8
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 2 - Basis of Preparation of the Financial Statements (cont.)
 
C.      Basis of Measurement
 
The financial statements have been prepared on the historical cost basis except for provisions.
 
For further information regarding the measurement of these liabilities, see Note 3 regarding significant accounting policies.
 
D.      Operating Cycle
 
The Company’s operating cycle is one year.
 
E.      Classification of Expenses Recognized in the Statement of Income
 
Classification of expenses recognized in the statement of income is based on the nature of the expense. In the opinion of the Company's management, such classification is appropriate for understanding the Company's business.
 
F.       Use of Estimates and Judgments
 
Use of estimates
 
The preparation of financial statements in conformity with IFRS requires the Company’s management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
The preparation of accounting estimates used in the preparation of the Company’s financial statements requires that the Company’s management makes assumptions regarding circumstances and events that involve considerable uncertainty. The Company’s management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

Determination of fair value
Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities.

When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:

•          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
•          Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
•          Level 3: inputs that are not based on observable market data (unobservable inputs).

F - 9
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 2 - Basis of Preparation of the Financial Statements (cont.)
 
G.      Initial Application of New Standards
 
IFRS 16 - Leases
 
As from January 1, 2019 (hereinafter: “the date of initial application”) the Company applies International Financial Reporting Standard 16, Leases (hereinafter: “IFRS 16” or “the standard”), which replaced International Accounting Standard 17, Leases (hereinafter: "IAS 17" or "the previous standard").

The main effect of the standard’s application is reflected in the elimination of the requirement for lessees to classify leases as operating (off-balance sheet) or finance leases and the presentation of a unified model for lessees to account for all leases similarly to the accounting treatment of finance leases in the previous standard.

In accordance with IFRS 16, for agreements in which the Company is the lessee, the Company recognizes a right-of-use asset and a lease liability at the inception of the lease contract for all the leases in which the Company has a right to control identified assets for a specified period of time, other than exceptions specified in the standard.

F - 10
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019
 
Note 3 - Significant Accounting Policies
 
The accounting policies set out below have been consistently applied for all periods presented in these financial statements.
 
A.        Financial Instruments:
 

(1)
Non-derivative financial assets
 
Initial recognition and measurement of financial assets
 
The Company initially recognizes trade receivables and debt instruments issued on the date that they are created. All other financial assets are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument. A financial asset is initially measured at fair value plus transaction costs that are directly attributable to the acquisition or issuance of the financial asset. A trade receivable without a significant financing component is initially measured at the transaction price. Receivables originating from contract assets are initially measured at the carrying amount of the contract assets on the date classification was changed from contract asset to receivables.
 
Derecognition of financial assets
 
Financial assets are derecognized when the contractual rights of the Company to the cash flows from the asset expire, or the Company transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset were transferred. When the Company retains substantially all of the risks and rewards of ownership of the financial asset, it continues to recognize the financial asset.
 
Classification of financial assets into categories and the accounting treatment of each category
 
Financial assets are classified at initial recognition to one of the following measurement categories: amortized cost; fair value through other comprehensive income – investments in debt instruments; fair value through other comprehensive income – investments in equity instruments; or fair value through profit or loss.
 
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at fair value through profit or loss:
 

-
It is held within a business model whose objective is to hold assets so as to collect contractual cash flows; and
 

-
The contractual terms of the financial asset give rise to cash flows representing solely payments of principal and interest on the principal amount outstanding on specified dates.
 

(2)
Non-derivative financial liabilities
 
Non-derivative financial liabilities include finance lease liabilities, trade and other payables.
 
Initial recognition of financial liabilities
The Company initially recognizes financial liabilities on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
 
Subsequent measurement of financial liabilities
Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition these financial liabilities are measured at amortized cost using the effective interest method.
 
Derecognition of financial liabilities
Financial liabilities are derecognized when the obligation of the Company, as specified in the agreement, expires or when it is discharged or cancelled.
 
F - 11
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 3 – Significant Accounting Policies (cont.)
 
A.        Financial Instruments (cont.)
 
 (3)      Share capital
 
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

 (4)      Issuance of securities
 
The consideration received from the issuance of securities is attributed initially to financial liabilities that are measured each period at fair value through profit or loss, and then to financial liabilities that are measured only upon initial recognition at fair value. The remaining amount is the value of the equity component.

Direct issuance costs are attributed to the specific securities in respect of which they were incurred, whereas joint issuance costs are attributed to the securities on a proportionate basis according to the allocation of the consideration from the issuance of the securities .
 
B.        Impairment
 
Non-financial assets
 
Timing of impairment testing
 
The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.
 
Measurement of recoverable amount
 
The recoverable amount of an asset is the greater of its value in use and its fair value less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects the assessments of market participants regarding the time value of money and the risks specific to the asset, for which the estimated future cash flows from the asset were not adjusted.
 
Recognition of impairment loss
 
An impairment loss is recognized if the carrying amount of an asset or cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in profit or loss.          
 
C.        Financing income and expenses
 
Financing income derives from interest income on long-term loans provided by the Company.
 
Financing expenses comprise mainly bank fee expenses and leasing liabilities interest expenses, which are recognized in profit or loss.
 
Interest income or expense is recognized using the effective interest method.
 
D.        Income tax expense
 
Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that they relate to a business combination, or are recognized directly in equity or in other comprehensive income to the extent they relate to items recognized directly in equity or in other comprehensive income.
 
F - 12
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 3 – Significant Accounting Policies (cont.)
 
D.        Income tax expense (cont.)
 
Current tax
 
Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. As at reporting date, the Company has no taxable income and accordingly no current tax expenses have been recognized.
 
Deferred tax
 
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
 
E.         Loss per share
 
The Company presents basic and diluted earnings or loss per share data for its ordinary shares. Basic earnings or loss per share is calculated by dividing the earnings or loss attributable to ordinary shareholders of the Company by the weighted-average number of ordinary shares outstanding during the year. Diluted earnings or loss per share is determined by adjusting the profit or loss attributable to ordinary shareholders of the Company and the weighted average-number of ordinary shares outstanding, for the effects of all dilutive potential ordinary shares, which comprise share options.
 
F.         Revenue
 
The Company did not have revenue in 2019. The Company's revenues from the consulting and management services it provided in 2018, prior to the commencement of clean meat operations, were recognized in profit or loss throughout the reporting period.

The Company recognizes revenue once the customer receives the promised service. The revenue is measured according to the amount of the consideration to which the Company expects to be entitled in exchange for the services promised to the customer.
 
G.        Research and development
 
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.

Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company has the intention and sufficient resources to complete development and to use or sell the asset. As the Company’s development activities do not meet the standards for capitalization, research and development expenditure is recognized through profit or loss.
 
H.        Provisions
 
A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.
 
F - 13
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 3 – Significant Accounting Policies (cont.)
 
I.          Fixed assets
 

(1)
Recognition and measurement
 
Fixed asset items are measured at cost less accumulated depreciation and accumulated impairment losses.
 
The cost of a fixed asset includes expenditures that are directly attributable to the acquisition of the asset.
 

 (2)
Depreciation
 
Depreciation is a systematic allocation of the depreciable amount of an asset over its estimated useful life. The depreciable amount is the cost of the asset or other amount that replaces the cost, less its residual value.
 
An asset is depreciated from the date it is ready for use, namely, the date on which it reaches the location and condition required for it to operate in the manner intended by Management.
 
Depreciation is recognized in the statement of income on a straight-line basis over the estimated useful lives of each part of the fixed-asset item, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the asset.
 
The estimated useful lives for the current and comparative periods are as follows:
 

●           Motor vehicles           7 years
 

●           Computers           3 years
 

●           Laboratory equipment           7 years
 

●           Leasehold improvements 2 years
 
Depreciation methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
 
J.         Transactions with related parties
 
Assets and liabilities included in a transaction with a related parties are measured at fair value on the date of the transaction. As the transaction is on the equity level, the Company includes the difference between the fair value and the consideration from the transaction in its equity.
 
K.         Leases
 
Determining whether an arrangement contains a lease
 
On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Company assesses whether it has the following two rights throughout the lease term:
 
(a)          The right to obtain substantially all the economic benefits from use of the identified asset; and
 
(b)          The right to direct the identified asset’s use.
 
For lease contracts that contain non-lease components, such as services or maintenance, that are related to a lease component, the Company elected to account for the contract as a single lease component without separating the components.

F - 14
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 3 – Significant Accounting Policies (cont.)
 
Leased assets and lease liabilities
 
Contracts that award the Company control over the use of a leased asset for a period of time in exchange for consideration, are accounted for as leases. Upon initial recognition, the Company recognizes a liability at the present value of the balance of future lease payments (these payments do not include certain variable lease payments), and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments.
 
Since the interest rate implicit in the Company's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model and depreciated over the shorter of the lease term or useful life of the asset.
 
The lease term
 
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.
 
Depreciation of right-of-use asset
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the shorter of the useful life or contractual lease period. The Company’s lease of its office and laboratory space is depreciated over a period of two years.
 
L.        Employee benefits
 

(1)
Post-employment benefits

The Company has a post-employment benefit plan, financed by deposits with insurance companies or with funds managed by a trustee, and classified as a defined contribution plan, under which an entity pays fixed contributions into a separate entity and has no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognized as an expense in profit or loss in the periods during which related services are rendered by employees.


(2)
Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided or upon the actual absence of the employee when the benefit is not accumulated.

A liability is recognized for the amount expected to be paid under short-term cash bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

The employee benefits are classified, for measurement purposes, as short-term benefits or as other long-term benefits depending on when the Company expects the benefits to be wholly settled.

M.
Share-based compensation
Share-based compensation expense related to share awards is recognized based on the fair value of the awards granted. The fair value of each option award is estimated on the grant date using the binomial option pricing model. The option pricing model requires the input of highly subjective assumptions, including the expected term of the option, the expected volatility of the price of the Company’s ordinary shares and the expected dividend yield of ordinary shares. The assumptions used to determine the fair value of the option awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The Company recognizes compensation costs for awards conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. Forfeitures are accounted for as they occur.

F - 15
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 4 – Long-Term Loans
 
As of December 31, 2019, MeaTech had provided a loan to Ophectra (later Meat-Tech 3D), with which MeaTech had entered into a share exchange agreement, as described in Note 1A, for a total amount of USD 87 thousand (NIS 300 thousand). Pursuant to the loan agreement between the companies, the loan was to bear annual interest of 5% and would be repaid in a lump sum on the date on which the share exchange was completed or within 6 months, if the transaction had not yet closed. As the interest rate on the loan is fixed, changes in the market interest rate will not affect the Company. On January 15, 2020, subsequent to the date of the financial statements, MeaTech provided Ophectra an additional loan in the amount of USD 43 thousand (NIS 150 thousand). At the closing of the merger, this amount was included in the total amount of approximately USD 0.4 million (NIS 1.3 million) which MeaTech provided to a trust account for the purpose of settling any pre-merger debts of Ophectra.

Note 5 - Receivables
 
   
December 31,
 
   
2019
   
2018
 
   
USD thousand
   
USD thousand
 
             
    Institutions
   
36
     
1
 
    Prepaid expenses
   
2
     
-
 
                 
     
38
     
1
 

As at December 31, 2019, all receivables are linked to the NIS.
 
F - 16
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 6 – Fixed Assets
 
   
Computers
   
Leasehold improvements
   
Laboratory equipment
   
Motor vehicles
   
Total
 
   
USD thousands
 
Cost
                             
Balance as at May 1, 2018
   
-
     
-
     
-
     
-
     
-
 
Additions during the year
   
2
     
-
     
-
     
1
     
3
 
Dispositions in the year
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance as at December 31, 2018
   
2
     
-
     
-
     
1
     
3
 
                                         
Accumulated depreciation
                                       
Balance as at May 1, 2018
   
-
     
-
     
-
     
-
     
-
 
Depreciation during the year
   
-
     
-
     
-
     
-
     
-*

Dispositions in the year
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance as at December 31, 2018
   
-
     
-
     
-
     
-
     
-
 
                                         
Amortized balance as at December 31, 2018
   
2
     
-
     
-
     
1
     
3
 
                                         
Balance as at January 1, 2019
   
2
     
-
     
-
     
1
     
3
 
Additions during the year
   
27
     
11
     
89
     
-
     
127
 
Dispositions in the year
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance as at December 31, 2019
   
29
     
11
     
89
     
1
     
130
 
                                         
Accumulated depreciation
                                       
Balance as at January 1, 2019
   
-
     
-
     
-
     
-
     
-
 
Depreciation during the year
   
2
     
-
     
1
     
-
     
3
 
Dispositions in the year
   
-
     
-
     
-
     
-
     
-
 
                                         
Balance as at December 31, 2019
   
2
     
-
     
1
     
-
     
3
 
                                         
Amortized balance as at December 31, 2019
   
27
     
11
     
88
     
1
     
127
 
 
* Less than USD 1,000.
 
The fixed assets item as at December 31, 2019 includes advances in the amount of USD 31 thousand (NIS 109 thousand) that were paid on account of fixed assets (2018: USD 0 thousand).
 
F - 17
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 7 – Other Payables
 
   
December 31,
 
   
2019
   
2018
 
   
USD thousands
   
USD thousands
 
             
Accrued expenses
   
68
     
6
 
Employee benefits
   
131
     
9
 
Related parties
   
21
     
21
 
Others
   
6
     
-
 
                 
     
226
     
36
 
 
Note 8 – Capital and Reserves

A.
Share capital of Meat-Tech 3D prior to the reverse acquisition (in shares, no par value)

   
December 31,
 
   
2019
   
2018
 
Number of shares outstanding
   
19,870,337
     
15,447,023
 





B.
Share capital and share premium of MeaTech (later known as Chicken Meat-Tech) prior to the reverse acquisition. (in shares, no par value)

   
Ordinary shares
 
    2019
    2018
 
             
Issued and paid-in share capital as at the beginning of the period
   
500
     
500
 
Issued not for cash during the period (See Footnote 1)
   
18,316
     
-
 
Issued for cash during the period (See Footnote 2)
   
19,681
     
-
 
                 
Issued and paid-in share capital as at December 31
   
38,497
     
500
 
                 
Authorized share capital
   
100,000,000
     
1,500
 













1.
In March and June 2019, MeaTech allotted, free of charge, 5,851 and 12,465 ordinary shares, respectively, to its founders.
 

2.
In September and October 2019, MeaTech allotted 19,681 shares to 24 separate investors at a price of USD 95.94 (NIS 345.45) per share, in exchange for a total investment of approximately USD 1,888 thousand (NIS 6,650 thousand). In addition, the investors were granted 9,839 warrants exercisable for shares for 12 months from their date of issue at an exercise price of USD 353 (NIS 1,242) each.
 


Under the terms of the warrants, in the event that MeaTech would engage in an agreement to be merged into or acquired by another company, perform a public offering of its shares, sell off most of its assets or a controlling interest in it, or allocate shares that would constitute a majority of all of its shares, the warrant holders would have 48 hours to exercise the warrants, after which unexercised warrants would expire. In view of the fact that the warrants could be exercised for shares at the holder’s discretion, where the number of shares to be issued in exchange and their exercise price are fixed, the warrants were classified as capital, together with the premium paid on the shares issued. Following the execution of the merger agreement, as described in Note 1B, all the aforementioned warrants vested and later expired unexercised. The issue costs in the amount of USD 8 thousand (NIS 29 thousand) were recognized as a deduction from equity.

As at December 31, 2019, MeaTech had received USD 1,666 thousand (NIS 5,882 thousand) of the investment, and the balance in the amount of USD 222 thousand (NIS 768 thousand) was subsequently received in full.
 
C.
In 2019, MeaTech received legal services from a related party, free of charge. The financial value of these services were recognized in profit or loss against transactions with related parties reserve.
 
F - 18
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 9 – Research and Development Expenses
 
   
Year ended
December 31,
   
Eight months ended
December 31,
 
   
2019
   
2018
 
   
USD thousands
   
USD thousands
 
             
Salaries, wages and related expenses(1)
   
117
     
-
 
Materials
   
20
     
-
 
Professional services
   
13
     
-
 
Registration, drafting and filing of patents
   
10
     
-
 
 Others
   
6
     
-
 
                 
     
166
     
-
 



(1) Including expenses in respect of related parties - see Note 12B.

Note 10 – General and Administrative Expenses
 
   
Year ended
December 31
   
Eight months ended
December 31
 
   
2019
   
2018
 
   
USD thousand
   
USD thousand
 
             
Salaries, wages and related expenses(1)
   
107
     
31
 
Legal and professional services(1)
   
112
     
8
 
 PR and advertisement
   
5
     
6
 
 Office expenses(1)
   
10
     
7
 
 Depreciation and amortization
   
20
     
-
 
 Others
   
2
     
1
 
                 
     
256
     
53
 


(1)
Including expenses in respect of related parties - see Note 12B.
 
Note 11 – Income Tax
 

A.
Details regarding the tax environment of the Company
 

(1) Corporate tax rate

The tax rates applicable to the Company for the years presented are as follows:
2018 – 23%
2019 – 23%


B.
Tax Assessments
 
The Company has not yet received any final tax assessments, including assessments that have become final due to the statute of limitations.

F - 19
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 11 – Income Tax (cont.)
 

C.
Unrecognized transfer losses and deferred taxes

As at December 31, 2019, the Company has business losses carried forward in the amount of USD 350 thousand (NIS 1,209 thousand). Under current tax legislation in Israel, tax losses do not expire. Deferred tax assets have not been recognized in respect of these items, nor in respect of timing differences for research and development expenses carried forward in the amount of USD 114 thousand (NIS 393 thousand), since the Company has not yet established the probability that future taxable profit will be available against which the Company can utilize the benefits.
 
Note 12 – Related Party Transactions
 

A.
Balances with related parties
 
   
December 31,
   
December 31,
 
   
2019
   
2018
 
   
USD thousands
   
USD thousands
 
             
  Related companies receivables
    87       -  
 Trade and other payables
   
52
     
27
 


B.
Expense amounts with respect to related parties
 
   
Year ended
December 31,
   
Eight months ended
December 31,
 
   
2019
   
2018
 
   
USD thousands
   
USD thousands
 
             
General and administrative expenses
           
Salaries, wages and related expenses (B1, B2, B4)
   
89
     
31
 
Legal and professional services (B5)
   
58
     
-
 
Rent and office maintenance (B3)
   
-
     
7
 
                 
Research & Development expenses
               
Salaries, wages and related (B2)
   
15
     
-
 


1.
On July 1, 2018, MeaTech entered into an employment contract with a related party, under which he provided MeaTech with full-time CEO services for a monthly consideration of USD 4 thousand, plus generally accepted social benefits for executives. The executive departed MeaTech as of February 28, 2019.


F - 20
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 12 – Related Party Transactions  (cont.)
 

B. Expense amounts with respect to related parties (cont.)
 

2.
On September 1, 2019, MeaTech entered into an employment contract with Mr. Sharon Fima, under which Mr. Fima serves as the Chief Executive Officer and Chief Technology Officer, initially of MeaTech, and as of the Merger, of the Company.
 
Under the terms of his employment, Mr. Fima is entitled to a gross monthly salary of USD 10,000, plus generally accepted social benefit contributions for senior executives and a company car with value in use of up to USD 1.8 thousand per month (plus a related tax gross-up), or reimbursement of travel expenses in the amount of USD 1.5 thousand per month, as Mr. Fima chooses.
 
Mr. Fima is also eligible for reimbursement of expenses as part of his duties, as well as a variable annual bonus of up to 50% of his annual salary, for achieving evaluable, quantitative milestones, determined in accordance with the Company's compensation policy. Under the terms of the contract, both the Company and Mr. Fima may terminate the contract by giving 180 days' prior notice. The aggregate cost to the Company of Mr. Fima's service in the year ended December 31, 2019 amounted to USD 61 thousand.
 

3.
Between October 15, 2018 and December 31, 2018, MeaTech leased offices from a company owned by a related party, for a monthly rental of USD 3 thousand. The rental agreement terminated on December 31, 2018.
 

4.
Commencing September 1, 2019, MeaTech received management and investor relations services from two related parties in exchange for a monthly salary of USD 2.8 thousand each, plus generally accepted social benefits, the expense for which amounted to USD 33 thousand in the year ended December 31, 2019.
 

5.
As of September 2019, MeaTech received legal advice and business development services from another two related parties in exchange for a monthly fee of USD 4 thousand plus VAT (each). In addition, MeaTech received legal services from one of these related parties with respect to the merger transaction described in Note 16A, in exchange for an amount of USD 22 thousand.
 
MeaTech also recognized legal expenses in respect of services provided, free of charge, by a related party, at a value of USD 14 thousand, as described in Note 8B.
  
F - 21
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 13 – Leases
 

1.
Under an office leasing agreement dated November 1, 2019 MeaTech (as of the Merger, the Company) leases office space and parking spaces, for a monthly fee of USD 9 thousand (NIS 27 thousand), including management fees, for a period of two years, with a an option to extend the term of the lease for a further year. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of USD 198 thousand (NIS 743 thousand), based on an assumption that the extension option was not reasonably expected to be exercised. The incremental interest rate used for estimating the liability is 2.25%.
 

2.
Right-of-Use Asset
 
   
Offices
 
   
USD thousands
 
Balance as at January 1, 2019
   
-
 
 Additions during the year
   
214
 
Amortization during the year
   
(17
)
Balance as at December 31, 2019
   
197
 


3.
Maturity analysis of for the Company’s lease liability
 
   
December 31,
 
   
2019
 
   
USD thousands
 
       
Up to one year
   
109
 
2 years
   
92
 
Total
   
201
 


4.
Amounts recognized in the statement of income
 
   
Year ended December 31,
 
   
2019
 
   
USD thousands
 
       
Amortization of ROU asset
   
17
 
Interest expenses on lease liability
   
1
 


Total amounts paid for leasing of the offices in the year ended December 31, 2019, was USD 14 thousand.

F - 22
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 14 - Employee Benefits
 
Employee benefits include post-employment benefits and short-term benefits.
 
As regards benefits to key management employees, see Note 12B.
 
The Company has a defined contribution plan in respect of its liability to pay the savings component of provident funds and in relation to employee severance pay, which is subject to Section 14 of the Israeli Severance Pay Law – 1963, according to which the Company pays fixed contributions to pension funds and/or insurance companies that release the Company from any additional severance-related liability. Expenses recognized in respect of such defined contribution plans amounted to USD 10 thousand for the year ended December 31, 2019.
 
Note 15 – Loss per Share
 
Basic and diluted loss per share
 
The calculation of basic loss per share were calculated by dividing the weighted average of the ordinary shares of MeaTech (now known as Chicken Meat-Tech Ltd.) that were outstanding during the corresponding periods, into the loss or earnings in the corresponding periods, multiplied by the exchange ratio according to which ordinary shares of Meat-Tech 3D were issued in return for ordinary shares of MeaTech, calculated as follows:

Weighted average number of ordinary shares

   
Year ended December 31,
2019
   
Eight months ended December 31,
2018
 
             
Weighted average of the number of ordinary shares of MeaTech
   
24,573
     
18,816
 
Exchange ratio established in the acquisition agreement
   
792.9
     
792.9
 
Weighted average of the number of ordinary shares used to calculate basic earnings per share
   
19,484,478
     
14,919,810
 

At December 31, 2019, 9,839 options (in 2018: 0 options) were excluded from the diluted weighted average number of ordinary shares calculation, as their effect would have been anti-dilutive.

F - 23
 
Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

 Note 16 – Agreements, Guarantees and Liens
 

A.
To secure its undertakings in connection with its lease agreement as described in Note 13, MeaTech provided a bank guarantee in the amount of USD 25 thousand (NIS 85 thousand). MeaTech also restricted a deposit of USD 17 thousand (NIS 60 thousand) in favor of a bank to secure its liabilities with respect to credit cards. The guarantee and deposit were assigned to Meat-Tech 3D upon the Merger.
 

B.
In October and November 2019, MeaTech engaged in consulting agreements with two development consultants, which were assigned to Meat-Tech 3D upon the Merger. In return for the consultation services, the Company pays each consultant a monthly retainer of USD 3 thousand. Subsequent to the closing of the merger transaction detailed in Note 1B, and subsequent to the reporting date, the Company allotted the consultants warrants to purchase an aggregate amount of 200,000 shares.
 
Note 17 – Financial Instruments
 


The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks.


A.
Framework for risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.

The Company’s risk management policy was formulated to identify and analyze the risks that the Company faces, to set appropriate limits for the risks and controls, and to monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Company’s operations. The Company acts to develop an effective control environment in which all employees understand their roles and commitment.
​

B.
Credit risk

Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company’s receivables.

The Company restricts exposure to credit risk by investing only in bank deposits.


C.
Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

This does not take into account the potential effect of extreme circumstances that cannot reasonably be predicted.
​

D.
Market risk

Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the Company’s results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
 

E.
Fair value

The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to their fair value.

F - 24

Meat-Tech 3D Ltd.

NOTES TO THE FINANCIAL STATEMENTS AS AT DECEMBER 31, 2019

Note 18 – Subsequent Events
 

A.
On January 26, 2020, MeaTech Ltd. completed a reverse merger into Ophectra Real Estate and Investments Ltd., which was renamed Meat-Tech 3D Ltd., upon which MeaTech became a wholly-owned subsidiary of Meat-Tech 3D and later changed its name to Chicken Meat-Tech Ltd. For further details, see Note 1B above.
 

B.
Capital Raising


1.
On May 7, 2020, the Company announced the closing of a capital raising round with Mr. Steve H. Lavin, through EL Capital Investments, LLC (a company controlled by Mr. Lavin) together with MD Premium Issuances Ltd., in a total amount of USD 1 million in Meat-Tech 3D at an ordinary share price of NIS 2.49. In return, the investors received an aggregate amount of 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares, at an exercise price of NIS 3.36 per warrant, for a period of 4 years, with an acceleration mechanism in the event that the Company’s securities are listed on a leading foreign stock exchange.
 

2.
On May 7, 2020, the Company’s board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, under which the Company allotted the offerees a total of 4,398,570 ordinary shares at a price per share of NIS 1.90, as well as 4,398,570 non-tradable warrants, exercisable for a total of 4,398,570 ordinary shares, at an exercise price of NIS 3.03.
 

3.
In August 2020, the Company announced the closing of a capital raising round in which a number of investors invested a gross total of approximately USD 5.8 million (NIS 20 million), in return for 5,292,160 ordinary shares of the Company, warrants exercisable into 7,409,021 ordinary shares, 1,374,998 share rights, and 1,925,000 option rights.
 

C.
On May 26, 2020, following the approval of the Company's board of directors, the Company engaged in a separation agreement with Therapin, in which the Company had held 14.74% of the issued and paid-up share capital. Pursuant to the separation agreement, immediately upon the signing of the agreement, the investment agreement under which the Company invested in Therapin, in return for allotment of shares and options of Therapin, an amount of USD 2.1 million (NIS 7.25 million) was canceled, and replaced with a debt arrangement. As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
 

D.
On August 17, 2020, the Company announced that it had successfully completed a significant milestone – printing a uniform, thin, slaughter-free meat tissue produced from stem cells. Following the achievement of this milestone, rights exercisable into ordinary shares of the Company vested and were exercised with no exercise price into 6,359,480 ordinary shares of the Company, which are 50% of all rights granted to the former shareholders of MeaTech as described in Note 1B above.
 

E.
In October 2020, the Company announced that it had made an initial investment in Peace of Meat BV (POM), a leading developer of cultured fat products, in the amount of EUR 1 million (approximately USD 1.2 million) in return for approximately 5.65% of the outstanding equity of POM, post-allocation, as part of its planned full acquisition of POM, subject to the completion of a final agreement. On December 8, 2020, the Company announced that it had entered into an agreement with all of the shareholders of POM, to acquire all of the outstanding share capital of POM not yet owned by the Company for total consideration of up to €15 million. The total consideration payable by the Company in the acquisition consists of €7.5 million, comprised of €3,923,745 in cash and 4,001,700 of our ordinary shares, equivalent to €3,576,255, payable on the closing date, and up to an additional €7.5 million payable in a combination of €3,923,745 in cash and 4,001,700 of the Company’s ordinary shares equivalent to €3,576,255, upon the achievement of four defined milestones related to Peace of Meat’s biomass and bioreactor size, density, capacity and production. The closing of the agreement is subject to customary closing conditions.
 

F.
In December 2020, the Company issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
 

G.
In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary facility closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. Based on the information in its possession, the Company estimates that as of the date of approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt.
 
F - 25

Meat-Tech 3D Ltd.
 
Condensed Consolidated Interim Statements of Financial Position (Unaudited)
 
         
As at June 30,
   
December 31,
 
         
2020
   
2019
   
2019
 
         
USD thousands
   
USD thousands
   
USD thousands
 
   
Note
             
Assets
                       
                         
Current assets:
                       
Cash and cash equivalents
         
5,201
     
5
     
1,274
 
Loan to others
         
-
     
-
     
87
 
Receivables for the issue of capital
         
-
     
-
     
222
 
Other investment
   
4c

   
134
     
-
     
-
 
Receivables
           
73
     
-
     
38
 
             
5,408
     
5
     
1,621
 
Non-current assets:
                               
Fixed assets, net
           
277
     
3
     
127
 
Right of use asset
           
143
     
-
     
197
 
Restricted deposit
           
72
     
-
     
42
 
Other investment
   
4c

   
1,164
     
-
     
-
 
             
1,656
     
3
     
366
 
                                 
Total assets
           
7,064
     
8
     
1,987
 
                                 
Liabilities and equity
                               
                                 
Current liabilities:
                               
Current maturities of lease liabilities
           
109
     
-
     
109
 
Other payables
           
398
     
49
     
226
 
Trade payables
           
61
     
-
     
69
 
Derivative instrument
   
4a1
     
3
     
-
     
-
 
             
571
     
49
     
404
 
Non-current liabilities:
                               
                                 
Long-term lease liabilities
           
37
     
-
     
92
 
             
37
     
-
     
92
 
Shareholders' Equity
                               
Share capital and premium
           
18,497
     
-
     
1,880
 
Capital reserves
           
1,348
     
13
     
36
 
Accumulated deficit
           
(13,389
)
   
(54
)
   
(425
)
Total Shareholders’ capital equity (deficit)
           
6,456
     
(41
)
   
1,491
 
                                 
Total liabilities and Shareholders’ equity
           
7,064
     
8
     
1,987
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
F - 26
Meat-Tech 3D Ltd.
 
Condensed Consolidated Interim Statements of Comprehensive Income (Unaudited)
 
         
Six
   
Year
 
         
months ended
   
ended
 
         
June 30,
   
December 31,
 
         
2020
   
2019
   
2019
 
         
USD thousands, except share data
   
USD thousands, except share data
   
USD thousands, except share data
 
   
Note
             
                         
                         
Expenses
                       
                         
Research and development Expenses
         
850
     
14
     
166
 
General and Administrative Expenses
         
2,006
     
38
     
256
 
Public Listing Expenses
   
1A

   
10,164
     
-
     
-
 
Total expenses
           
13,020
     
52
     
422
 
                                 
Operating loss
           
13,020
     
52
     
422
 
                                 
Financing expenses (income), net
           
(56
)
   
-
     
1
 
                                 
Loss for the Period
           
12,964
     
52
     
423
 
                                 
Other comprehensive loss (income)  Items that will not be transferred to profit or loss:
                               
Net change in fair value of financial assets
           
334
     
-
     
-
 
Foreign currency translation adjustments
           
(51
)
   
1
     
(22
)
                                 
Total other comprehensive loss for the period
           
13,247
     
53
     
401
 
                                 
Loss per ordinary share (in USD) without par value:
                               
                                 
Basic and diluted loss per share (in USD)
           
0.262
     
0.003
     
0.022
 
                                 
Weighted average number of shares outstanding – basic and diluted
           
49,476,813
     
14,919,810
     
19,484,478
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
F - 27
Meat-Tech 3D Ltd.
 
Condensed Consolidated Interim Statements of Changes in Equity (Unaudited)
 
   
Six months ended
June 30, 2020
 
   
Share capital and premium
   
Fair value of financial assets reserve
   
Transactions with related parties reserve
   
Currency translation differences reserve
   
Share-based payments reserve
   
Accumulated Deficit
   
Total
 
   
USD thousands
 
                                           
Balance as at January 1, 2020
   
1,880
     
-
     
14
     
22
     
-
     
(425
)
   
1,491
 
                                                         
Reverse acquisition - see Note 1.
   
11,439
     
-
     
-
     
-
     
-
     
-
     
11,439
 
Issuance of shares and warrants, net
   
3,059
     
-
     
-
     
-
     
-
     
-
     
3,059
 
Share-based payments
   
-
     
-
     
-
     
-
     
1,595
     
-
     
1,595
 
Exercise of options
   
2,119
     
-
     
-
     
-
     
-
     
-
     
2,119
 
Other comprehensive income (loss)
   
-
     
(334
)
   
-
     
51
     
-
     
-
     
(283
)
Loss for the Period
   
-
     
-
     
-
     
-
     
-
     
(12,964
)
   
(12,964
)
Balance as at June 30, 2020
   
18,497
     
(334
)
   
14
     
73
     
1,595
     
(13,389
)
   
6,456
 

   
Six months ended
June 30, 2019
 
   
Share capital and premium on shares
   
Transactions with related parties reserve
   
Currency translation differences reserve
   
Accumulated Deficit
   
Total
 
   
USD thousands
 
Balance as at January 1, 2019
   
-
     
-
     
-
     
(2
)
   
(2
)
Transaction with a related party
   
-
     
14
     
-
     
-
     
14
 
Other comprehensive loss
   
-
             
(1
)
   
-
     
(1
)
Loss for the Period
   
-
     
-
     
-
     
(52
)
   
(52
)
Balance as at June 30, 2019
   
-
     
14
     
(1
)
   
(54
)
   
(41
)

   
Year ended
December 31, 2019
 
   
Share capital and premium on shares
   
Transactions with related parties reserve
   
Currency translation differences reserve
   
Accumulated deficit
   
Total
 
   
USD thousands
 
                               
Balance as at January 1, 2019
   
-
     
-
     
-
     
(2
)
   
(2
)
                                         
Issuance of shares and warrants
   
1,880
     
-
     
-
     
-
     
1,880
 
Other comprehensive income
   
-
     
-
     
22
     
-
     
22
 
Transaction with a related party
           
14
     
-
     
-
     
14
 
Loss for the year
   
-
     
-
     
-
     
(423
)
   
(423
)
Balance as at December 31, 2019
   
1,880
     
14
     
22
     
(425
)
   
1,491
 

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
F - 28
Meat-Tech 3D Ltd.
 
Condensed Consolidated Interim Statements of Cash Flows (Unaudited)
 
   
Six
   
Year
 
   
months ended
   
Ended
 
   
June 30,
   
December 31,
 
   
2020
   
2019
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
Cash flows - operating activities
                 
Net Loss for the period
   
(12,964
)
   
(52
)
   
(423
)
                         
Adjustments:
                       
Depreciation and amortization
   
73
     
1
     
21
 
Transaction with a related party
   
-
     
14
     
14
 
Revaluation of liability with respect to a derivative
   
(73
)
   
-
     
-
 
Expenses for share-based payments
   
1,592
     
-
     
-
 
Expenses for public listing
   
10,164
     
-
     
-
 
Changes in asset and liability items:
                       
Decrease (increase) in other receivables
   
(34
)
   
1
     
(36
)
Increase (decrease) in trade payables
   
(7
)
   
-
     
66
 
Increase (decrease) in other payables
   
(232
)
   
10
     
185
 
Net cash used in operating activities
   
(1,481
)
   
(26
)
   
(173
)
                         
Cash flows - investment activities
                       
Acquisition of fixed assets
   
(168
)
   
(1
)
   
(126
)
Increase of restricted deposit
   
(30
)
   
-
     
(41
)
Loan provided
   
-
     
-
     
(86
)
                         
Net cash used in investing activities
   
(198
)
   
(1
)
   
(253
)
                         
Cash flows - financing activities
                       
Proceeds from issuance of shares and warrants
   
3,300
     
-
     
1,670
 
Issuance costs
   
(242
)
   
-
     
(8
)
Proceeds on account of capital issuance
   
115
     
-
     
-
 
Repayment of liability for lease
   
(55
)
   
-
     
(14
)
Decrease in other investment
   
12
     
-
     
-
 
Proceeds with regard to derivative
   
74
     
-
     
-
 
Proceeds from exercise of share options
   
2,118
     
-
     
-
 
Proceeds on account of capital issuance
   
223
     
-
     
-
 
                         
Net cash from financing activities
   
5,545
     
-
     
1,648
 
                         
Increase in cash and cash equivalents
   
3,866
     
(27
)
   
1,222
 
Effect of exchange differences on cash and cash equivalents
   
61
     
1
     
21
 
Cash and cash equivalents at the beginning of the period:
   
1,274
     
31
     
31
 
                         
Cash balance and cash equivalents at end of period
   
5,201
     
5
     
1,274
 
                         
Non-cash activities
                       
                         
Purchase of fixed assets
    -
      -
      1
 
Issue of shares and options against receivables
    -
      -
      222  

The accompanying notes are an integral part of these condensed consolidated interim financial statements.
 
F - 29
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
Note 1 - General
 

A.
Reporting entity
 
Meat-Tech 3D Ltd. (formerly Ophectra Real Estate and Investments Ltd.) (the “Company”) was incorporated in Israel on July 22, 1992 as a private company limited by shares in accordance with the Companies Ordinance, 1983. On August 29, 1994, the Company became a public company whose shares are listed for trade on the Tel Aviv Stock Exchange. The Company’s official address is 18 Einstein Street, Nes Ziona, Israel.
 
The Company is an Israeli company engaged in the food-tech industry. The Company develops methods, advanced unique technologies and machinery for growing, cultivating, producing and printing clean meat, without raising and killing animals, using stem cell printing technology in a 3D printer.
 
The Company is developing two technologies: a bio-ink printing technology and a high-yield tissue growing technology. To date, Meat-Tech has filed  patent applications in its field.
 
Execution of Merger with Chicken MeaTech Ltd. (formerly MeaTech Ltd.):
 
On January 26, 2020, the Company executed a merger with Chicken Meat-Tech Ltd. (then known as MeaTech Ltd., or “MeaTech"), by way of an exchange of shares between the Company and the shareholders of MeaTech (the "Transaction" or "Merger"). Under the merger agreement with MeaTech, the Company allotted to MeaTech shareholders 30,525,506 ordinary shares of the Company, in exchange for the transfer of their entire holdings in MeaTech, so that at the time the Transaction was closed, MeaTech shareholders held approximately 60% of the issued and paid-up share capital of the Company.
 
Upon closing of the Transaction, the Company allotted share rights (not listed for trading) to MeaTech shareholders, exercisable into 12,718,961 Company shares ("Founders Rights"), subject to compliance with milestones, as set out below. The total share rights reflected, assuming full conversion, an additional 8% holding in the Company. The Founders Rights expire after a period of 60 months from the date of allotment.
 
Vesting of the Founders Rights allotted to MeaTech shareholders is subject to satisfaction of the milestones as defined below:
 

1.
Immediately after completing the development of a prototype to create a layer of stem cells using 3D printing technology, 50% of the Founders Rights will vest and convert into an equal number of Company shares (for details of the fulfilment of this milestone subsequent to the balance sheet date, see Note 7 below);
 

2.
Immediately after a taste test of clean meat tissue weighing at least 100 grams printed using the 3D printer to be developed by the Company, the remaining 50% of the Founders Rights will vest and convert into an equal number of Company shares.
 
Notwithstanding the foregoing, in the event that securities of the Company or MeaTech are listed for trading on a foreign stock exchange in the United States, United Kingdom, Australia, the Netherlands, Germany or China, all Founder Rights will vest immediately and convert into an equal number of the Company's shares.
 
Following the Merger, MeaTech became a wholly owned subsidiary of the Company. In September 2020, its name was changed to Chicken Meat-Tech Ltd.
 
F - 30
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
Note 1 – General (cont.)
 

A.
Reporting entity (cont.):
 
Appointment of directors and termination of office of serving directors
 
At the date of completion of the Merger, three Ophectra directors resigned from the Company’s board of directors, and three directors, including MeaTech’s Chief Executive Officer and Chief Technology Officer, Mr. Sharon Fima, were either appointed to the Company’s board or were requested to remain because of their business experience or financial expertise and to maintain sound corporate governance. In addition, Mr. Fima was appointed as CEO & CTO of the Company. Shortly after the Merger, following additional changes to director composition, the Company’s board of directors was composed of four directors appointed by the post-merger Company or requested to remain, and two external directors with financial expertise not involved in the business of either Ophectra or the Company.
 
Settlement pursuant to section 350 of the Companies Law:
 
Under the merger agreement, the Company made a court-approved arrangement, pursuant to Section 350 of the Companies Law, to hand over the Company's existing operations to a trustee to settle the Company's debts and liabilities, with the exception of the Company's investment in shares of Therapin Ltd. (“Therapin”), so that after the completion of the merger, the Company’s sole operations were those of MeaTech and its holdings in Therapin.
 
The proposed settlement under the arrangement included the following key components:
 

1.
Repayment in full of the Company’s debts and liabilities, by transferring the asset balance of the Company’s previous operations to a trustee that will act to sell them.
 

2.
With the approval of the settlement, all of the Company's assets were transferred to a settlement fund, other than the Company's shareholding in Therapin.
 

3.
The Company undertook to provide a total amount of up to approximately USD 376 thousand (NIS 1,300 thousand) for the settlement fund, which will serve as an additional source for repayment of the settlement fund's liabilities to the Company's creditors. As at the balance sheet date of these financial statements, a total amount of approximately USD 285 thousand (NIS 1,000 thousand) had been transferred. Subsequent to the reporting period, another approximately USD 82,000 (NIS 300,000) was transferred.
 

4.
The settlement fund assets will serve as the only source for repayment of liabilities to the Company's creditors, whose cause of action preceded the date of approval of the settlement.
 
These consolidated financial statements are made up of the financial statements of the Company and Meat-Tech. Although legally the Company is the acquirer of all of the outstanding shares of MeaTech, as described above, the shareholders of MeaTech received the majority of the voting rights in the Company and the ability to determine its financial and operational policy;  the management of MeaTech continues to serve as the management of the Company; and at the time of completion of the Merger, Meat-Tech 3D (then Ophectra) was a shell company without significant business operations, the Transaction did not constitute a business acquisition as defined in IFRS 3, it was determined that MeaTech is the acquirer of the business for accounting purposes. Therefore, the Transaction was treated as a reverse acquisition that does not constitute a business combination. Accordingly, the financial statements of the Company reflect the financial statements of MeaTech until the Transaction and the Group thereafter, and hence the comparative information presented in these reports is that of MeaTech, other than the comparative information concerning earnings per share, which is presented according to the equity information of the Company as the acquiring company for legal purposes.
 
Based on the reverse acquisition method, the assets and liabilities of MeaTech (the accounting acquirer in the merger) were recognized in the financial statements at their book value at the date of closing of the merger. The acquisition consideration, in the amount of USD 11,439 thousand, was set based on the closing price of the Company's shares on the Tel Aviv Stock Exchange on the date of closing of the merger, while  any surplus proceeds of the acquisition over the fair value of the Company’s net assets (excluding its net assets that were transferred to a settlement fund as stated above) were recognized in profit or loss as public listing expenses in the amount of USD 10,164 thousand, that did not affect cashflow.
 
F - 31
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 1 – General (cont.)
 

B.
Definitions
 
In these financial statements –

(1)
The Company or Legal Acquirer - Meat-Tech 3D Ltd.

(2)
The Group - the Company and its Subsidiary

(3)
The Subsidiary or Accounting Acquirer – MeaTech

(4)
Related party - as defined in IAS 24 (Revised).

(6)
USD - United States Dollar
 
NOTE 2 - Basis of preparation of the Financial Statements
 

A.
 Statement of compliance with IFRS
 
These condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, and do not include all of the information required for full annual financial statements.
 
The condensed consolidated interim financial statements were approved by the Company’s Board of Directors on October 21, 2020.
 
The accounting policy applied in the preparation of these Consolidated Interim Financial Statements are consistent with those applied in the preparation of the audited financial statements, other than as set out in Note 3 below.
 
B.        Use of estimates and judgments
 
The preparation of these financial statements in conformity with IFRS requires management to exercise judgment when making assessments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
The judgments made by management in applying the Group’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the audited financial statements.
 
C.        Functional currency and presentation currency
 
The New Israeli Shekel ("NIS") is the currency that represents the primary economic environment in which the Group operates, and is thus its functional currency. However, for financial reporting purposes, these consolidated interim financial statements, which are prepared on the basis of the functional currency, were translated into a different presentation currency, the U.S. dollar. The Company previously used NIS as the presentation currency now presents financial results in U.S. dollars in preparation for raising capital and listing the Company’s shares for trading on a U.S. stock exchange, in order to make these results more accessible to U.S. investors.
 
Assets and liabilities were translated at the exchange rate of the end of the period; expenses and income were translated at the exchange rate at the time they were generated. Exchange rate differentials generated due to such translation are attributed to the capital reserve.
 
F - 32
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 3 - Significant Accounting Policies
 
Initial application of new standards, amendments to standards and interpretations:
 
Amendment to IFRS 3, Business Combinations -
 
This amendment clarifies when a transaction to acquire an operation is the acquisition of a "business" and when it is the acquisition of a group of assets that according to the standard is not considered the acquisition of a "business". For the purpose of this examination, the amendment added an optional concentration test so that if substantially all of the fair value of the acquired assets is attributable to a group of similar identifiable assets or to a single identifiable asset, this will not be the acquisition of a business. In addition, the minimum requirements for definition as a business have been clarified, and examples illustrating the aforesaid examination were added, such as, for example, the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the amendment narrows the reference to the outputs element required in order to meet the definition of a business and added examples illustrating the aforesaid examination.
 
The amendment is effective for transactions to acquire an asset or business for which the acquisition date on or after January 1, 2020.
 
New Standards not yet adopted
 
Amendment to IAS 1, Presentation of Financial Statements Classification of liabilities as current or non-current -
 
This amendment replaces certain requirements for classifying liabilities as current or non-current. For example, according to the amendment, a liability will be classified as non-current when the entity has the right to defer settlement for at least 12 months after the reporting period, and it "has substance" and is in existence at the end of the reporting period, replacing the requirement that there be an "unconditional" right.  According to the amendment, a right is in existence at the reporting date only if the entity complies with conditions for deferring settlement at that date. Furthermore, the amendment clarifies that the conversion option of a liability will affect its classification as current or non-current, other than when the conversion option is recognized as equity.
 
The amendment is effective for reporting periods beginning on or after January 1, 2022 with earlier application being permitted. The amendment is applicable retrospectively, including an amendment to comparative data.
 
The Group has not yet commenced examining the effects of applying the amendment on the financial statements.
 
F - 33
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 3 – Significant Accounting Policies (Cont.)
 
Reverse Acquisition
 
Below are the principles that were applied in the accounting treatment of the acquisition of the Company by the Subsidiary, as a reverse acquisition:
 

A.
The assets and liabilities of the Accounting Acquirer and acquiree were recognized in the consolidated financial statements at their carrying value shortly prior to the Transaction.
 

B.
Retained earnings and other capital items of the consolidated entity following the Merger Transaction are those of the Accounting Acquirer, which is the legal subsidiary (shortly before the business combination). The legal capital structure, i.e., the type and number of shares, remains that of the Company (the legal parent company).
 

C.
The accounting acquiree was a shell company at the date of the Transaction. As a result of the Transaction, no originating or goodwill differences were generated and the difference between the consideration and the fair value of the net assets of the accounting acquirer was recorded as non-recurring public listing expenses.
 

D.
Earnings or loss per share up to the closing date of the Transaction were calculated by dividing the loss or earnings of the Accounting Acquirer into periods corresponding to the weighted average of the Company's ordinary shares that were outstanding during the corresponding periods, multiplied by the exchange ratio in the shares allotment agreement. From the Transaction date onwards, the weighted average of the ordinary shares taken into account in calculating the earnings or loss per share is that of the Company.
 

E.
Comparative information presented in the consolidated financial statements for the periods prior to the Transaction date is that of the accounting acquirer, other than share capital and earnings per share calculation.
 
NOTE 4 – Material Events in the reporting period
 

A.
Capital Raising
 

1.
On May 7, 2020, the Company announced the closing of a fundraising round as set out below:
 
Steve H. Lavin, through El Capital Investments, LLC (a company controlled by Mr. Lavin) invested together with MD Premium Issuances Ltd. ("MD Premium") (hereinafter together - "the Investors"), a total amount of USD 1 million in the Company at an ordinary share price of NIS 2.49 (hereinafter - "the Investment" and "the Share Price", respectively), where of the total investment, El Capital Investments, LLC invested an amount of USD 750 thousand, and MD Premium invested an amount of USD 250 thousand. In return, they received an aggregate amount of 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares of the Company, at an exercise price of NIS 3.36 per warrant, for a period of 4 years, with an acceleration mechanism (obligation to exercise, or, if not exercised, expiration of the warrants) in the event that the Company’s securities are listed on a leading foreign stock exchange (such as Nasdaq or London Stock Exchange).
 
In addition, a ratchet investors protection mechanism was established, whereby at the end of three years from date of investment, if the sale value of the total allotments to the Investors (assuming that the Investors have not sold Company securities at a price lower than the share price by the end of the these three years), is less than the total amount of the investment (assuming that the Investors decide to sell the foregoing rights at the end of the period), the Company will allot them additional shares. This mechanism will be nullified immediately upon the Company listing on a leading foreign stock exchange or alternatively, if the Company's shares are traded at a price 70% higher than the share price at investment date (i.e. NIS 4.23) for a period of 30 consecutive trading days with an average turnover of no less than USD 57 thousand (NIS 200 thousand) per day.
 
F - 34
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 4 – Material events in the reporting period (cont.)
 

A.
Capital Raising (cont.)
 
1.    (cont.)
 
When the liability in respect of this protection mechanism was recognized, the fair value of the mechanism was estimated at USD 75 thousand (NIS 262 thousand). At June 30, 2020, the fair value of the protection mechanism was estimated at approximately USD 3 thousand (NIS 10 thousand). The difference was recognized in profit or loss.
 
Subsequent to the balance sheet date, on July 20, 2020, the Company announced that, in light of the Company's compliance with the share price trading conditions over the last 30 days of trading, the dilution protection mechanism under the investment agreement is null and void.
 

2.
On May 7, 2020, the Company's board of directors approved a capital raising of approximately USD 2.4 million (NIS 8.35 million), by way of private placement to a number of offerees, all of which are accredited investors or institutional investors, under which the Company allotted the offerees a total of 4,398,570 ordinary shares of the Company without par value, as well as a 4,398,570 options (unregistered) exercisable for a total of 4,398,570 ordinary shares of the Company without par value, at additional exercise price of NIS 3.03, at a price of NIS 1.90 per unit that consists of one ordinary share and one option (unregistered).
 
In addition, a ratchet investors protection mechanism was set, whereby the Company undertook to the investors that in the event that within 24 months from completion of the capital raising, the Company will embark on another capital raising round in which it will allot shares at prices lower than NIS 1.90 per share, the Investors will be eligible for full protection. The protection will be granted according to the number of shares that the Investor will hold in practice on allotment date at the adjusted price, and the Company will allot additional shares pro rata to each investor. This mechanism will be null and void at the earliest of the Company’s listing on the Nasdaq or at the end of 24 months. According to the agreement, the mechanism will operate only in the event that shares are issued at a price lower than NIS 1.90 per share, while an issue of convertible debt and/or options and/or other rights (other than ordinary shares) will not activate the protection mechanism. Therefore, in accordance with the conditions under which the mechanism is null and void, and the possibility that the Company has the option of raising capital and/or debt without activating the mechanism, the fair value of this mechanism is not material.
 

3.
In August 2020, the Company announced the closing of an investment round in which a number of investors, including institutional investors and Israeli and foreign private investment bodies, led by Rami Levy, entered into an agreement for an investment of a gross total of approximately USD 5.8 million (NIS 20 million). Part of the investment, a total of approximately USD 4.6 million (NIS 16 million), was invested immediately against the allotment of 5,292,160 ordinary shares with no par value of the Company, and unlisted warrants exercisable into 7,409,021 ordinary shares of the Company at an exercise price of NIS 3.95 per share. Some investors were also issued unlisted rights that are required to be exercised or forfeited in the event that the Company lists its securities on a leading foreign stock exchange, into 1,374,998 ordinary shares of the Company with no par value at a price of NIS 3.00 each (in total USD 1.2 million, or NIS 4 million), as well as unlisted rights to receive 1,925,000 unlisted warrants that can be exercised in return for NIS 3.95 per share.
 
F - 35
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 4 – Material events in the reporting period (cont.)
 

A.
Capital Raising (cont.)
 
3.  (cont.)
 
As part of the investment, the Company granted the investors a ratchet dilution protection mechanism, under which if during a period of 24 months or until the date of listing of the Company on the Nasdaq, whichever is earlier, the Company will raise capital at a share price less than NIS 3.00 per share, the Company will allot the investors additional shares of the Company, as if the original investment had been made at the adjusted price, provided that the protection is granted only with respect to the shares that each offeree will hold when the protection is exercised.
 
The Company also engaged in a consulting agreement with Adom Group (“Adom”), under which Adom serves as a consultant for the development of the Company's operations in clean meat production industry, and will assist it in penetrating the markets in which Adom operates in Europe and South America. In return for its services, the Company granted Adom options, in place of a cash payment, equivalent to 2.08 million options at an exercise price of NIS 3.95 per share, for a period of three years, and with a vesting period of six quarters.
 
Under the agreement with the Adom Group, the Company granted the Group first refusal rights for establishing a production plant using the technology that the Company will develop in the future, in one of the target countries including Israel, Poland, Argentina and Brazil, according to which if Adom finds a leading local producer in the meat industry in a target country, that will invest in the Company a minimum of USD 1 million and will engage with the company to establish a production plant, the Company will grant Adom first refusal rights for production in such country together with the said franchisee. It is hereby clarified that Adom’s foregoing right is conditional upon Adom investing a cumulative amount of NIS 10 million in the Company, directly or through investors on its behalf (of which NIS 8 million has already been invested under the aforementioned investment agreement). Notwithstanding the foregoing, the Company reserves the right to notify Adom, at any time, of cancellation of the foregoing first refusal right, in exchange for a payment to Adom of approximately USD 0.7 million (NIS 2.5 million).
 
The Adom Group started providing consulting services in July 2020.
 
Subsequent to the balance sheet date, on July 9, 2020, the Tel Aviv Stock Exchange Ltd. approved the Rami Levy transaction described above, and on July 14, 2020, a general meeting approved the private placement to a group of investors. On August 4, 2020, the Company announced the completion of the private placement of its securities. Under this private placement, the Company allotted 5,292,160 ordinary shares; warrants exercisable into 7,409,021 shares; 1,374,998 share rights; and 1,925,000 rights to options.
 

B.
Share capital and share premium
 
During the period, the Group recognized the following amounts in share capital and premium:
 
   
Six months ended
 
   
June 30, 2020
 
   
(Unaudited)
 
   
USD thousands
 
Reverse Acquisition
   
11,439
 
Capital raising *
   
3,059
 
Exercise of options into shares during the period
   
2,119
 
     
16,617
 

*  The issue expenses amounted to USD 241 thousand presented as deducted from the equity.
 
F - 36
Meat-Tech 3D Ltd.

Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 4 – Material events in the reporting period (cont.)
 
B.   Share capital and share premium (cont.)
 
Share capital
 
   
Six months ended
June 30, 2020
 
       
In shares without par value
     
       
Issued and authorized share capital as at January 1, 2020
   
19,870,337
 
Ordinary shares from the Merger Transaction
   
30,525,506
 
Issued during the period
   
5,790,364
 
Exercise of options during the period
   
3,713,069
 
Issued and paid-up share capital as at June 30, 2020
   
59,899,276
 


C.
Separation Agreement from Therapin
 
On May 26, 2020, following the approval of the Company's board of directors, the Company engaged in a separation agreement with Therapin, in which the Company held 14.74% of the issued and paid-up share capital. Pursuant to the separation agreement, immediately upon the signing of the agreement, the investment agreement under which the Company invested in Therapin, in return for allotment of shares and options of Therapin, an amount of USD 2.1 million (NIS 7.25 million) (the “Payment Amount”) was canceled, and replaced with a debt arrangement as follows:
 

1.
At the time of signing, Therapin committed to pay the Company an amount of USD 11,000 (NIS 40,000) per month, thereafter as of August 1, 2020 over a period of 119 months (the “Payment Period”), for an aggregate total amount of USD 1.4 million (NIS 4.8 million). During the two years from the date of the separation agreement, 50% of the payments from Therapin will be transferred to a restricted deposit and form an additional source for repayment of the settlement fund, if there are any additional creditors. The Company does not know of any additional creditors. After two years, the contents of the restricted deposit will be released to the Company.
 

2.
The rest of the Payment Amount will be paid to the Company if during the Payment Period, Therapin or a subsidiary of Therapin complete an exit event, including listing on a stock exchange following a merger or IPO, and the Company will be given the option to receive shares in such merged company/issue, or payment of the balance in cash (to the extent that payment is cash-based).
 

3.
During the Payment Period, if Therapin has not completed one of the transactions as set out in Section 2, then in the event that Therapin generates a distributable surplus, Therapin will pay the Company an amount equivalent to 14.74% of the surplus balance as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
 

4.
In the event that, during or subsequent to the end of the Payment Period, Therapin distributes a dividend to its shareholders, and on that date there is a remaining outstanding balance, Therapin will pay the Company an amount equivalent to 14.74% of the dividend distributed to shareholders as repayment on account of the outstanding balance (but in any case no more than the outstanding balance).
 

5.
As a result of the separation agreement, the Company is no longer a shareholder in Therapin, but rather a debtholder.
 
The engagement in the separation agreement was decided in light of the Company’s change in direction to focus on the development of a clean meat product using three-dimensional printing technology.
 
F - 37
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 4 – Material events in the reporting period (cont.)
 
C.   Separation Agreement from Therapin (cont.)
 
In the valuation determined by the Company’s board of directors in consultation with an external consultant, at the date of the separation agreement the fair value of the investment in Therapin was estimated at approximately USD 1.3 million (NIS 4.5 million). The fair value was assessed by capitalization of future cash flows (proceeds) at interest rates that reflect the level of risk (based on the average term of the debt) of these proceeds and were classified as Level 3 in the fair value hierarchy.
 
The revaluation was accounted for in other comprehensive income in the amount of USD 334 thousand (NIS 1,200 thousand). As of the separation date, when the investment in Therapin became debt rather than equity, fair value changes will be made through profit or loss.
 
The fair value was measured using discounting rates that reflect the risks in the projected repayments. The estimated capitalization interest was based on Therapin's financial statements, cash balances and liabilities, repayment dates, and analysis of the market in which Therapin operates. The expected additional payment event is 5 years, interest rate for capitalization of the debt is 6%-18.4%, depending on the average term of the debt.
 
Developments in the Therapin investment:
 
As at June 30, 2020
 
   
USD thousands
 
As at January 1, 2020
   
-
 
Investment in shares
   
1,642
 
Revaluation of investment
   
(334
)
Balance as at May 26, 2020
   
1,308
 
Decrease in investment (proceeds)
   
(10
)
As at June 30, 2020
   
1,298
 
 

D.
Effects of Covid-19 Coronavirus Pandemic
 
In March 2020, the World Health Organization declared the coronavirus (COVID-19) outbreak a global pandemic. To date, the impact of the pandemic on the Company’s operations has been mainly limited to a temporary facility closure in the context of a government-mandated general lockdown, which temporary delayed certain development activities. Based on the information in its possession, the Company estimates that as of the date of approval of the financial statements, the Covid-19 pandemic is not expected to affect the Company's operations. However, the Company is unable to assess with certainty the extent of future impact, in part due to the uncertainty regarding the duration of the Covid-19 pandemic, its force and its effects on the markets in which the Company operates and additional measures that the government may adopt.
 
F - 38
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 5 – Share-based payments:
 
Presented hereunder are details of new grants made during the period. All granted options and restricted stock units (RSU) that were granted are non-tradable and are disposed by way of listing of shares for trading: 
 
Date of grant and entitled  employees
 
Instrument terms
 
No. of instruments (thousands)
 
Vesting Conditions
 
Contractual life of options (years)
RSUs awarded to consultants and the chairman of the Company's board on May 7, 2020
 
The RSUs are exercisable for a payment of NIS 0.3 per share
 
1,503
 
36 monthly tranches
 
3 years
                 
RSUs awarded to an employee on May 7, 2020
 
The RSUs are exercisable without exercise price
 
100
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
                 
Options awarded to consultants of the Company on May 7, 2020
 
Each option can be exercised for an ordinary share without par value of the Company
 
3,987
 
6 quarterly tranches
 
4 years
                 
Options awarded to consultants of the Company on May 7, 2020
 
Each option can be exercised for an ordinary share without par value of the Company
 
80
 
Immediate
 
4 years
                 
Options awarded to the CEO on May 7, 2020
 
Each option can be exercised for an ordinary share without par value of the Company
 
500
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
                 
Options awarded to employees of the Company on May 7, 2020
 
Each option can be exercised for an ordinary share without par value of the Company
 
1,550
 
1/3 after one year and the balance in 8 quarterly tranches
 
4 years
                 
Total ordinary shares into which the above options and RSUs may be converted
     
7,720
       

The fair value at the date the options and RSUs were awarded was estimated using a binomial option pricing model.
 
The parameters used to measure the grant date fair value of share-based payment plans are as follows:
 
   
Options for shares plan
   Grant date fair value
 
NIS 22,330 thousand
     
   The parameters used to calculate fair value:
   
   Share price (NIS at grant date)
 
2.617
   Exercise price (NIS unlinked)
 
0.3-3.49
   Expected volatility (weighted average)
 
95%
   Expected useful life (weighted average)
 
3 or 4 years
   Risk-free interest rate
 
0.1%-0.3%
   Expected rate of dividends
 
0%

F - 39
Meat-Tech 3D Ltd.
 
Notes to the Interim Condensed Consolidated Financial Statements
 
NOTE 5 – Share-based payments (cont.):
 
The expected volatility (standard deviation) was determined on the basis of share price volatility in similar companies. It is not possible to rely solely on the standard deviation of the Company’s shares, since the date of the merger is January 2020. The simplified method was used for estimating the expected useful life of the employee stock options. The estimated useful life of the options for consultants and officers is the full contractual life of the option. The risk-free interest rate was based on Israeli government bonds, with time to maturity equivalent to the expected useful life of the options.
 
The total expenditure over the six-months ended June 30, 2020, amounted to approximately USD 1.6 million (NIS 5.6 million).

On May 7, 2020, the Company's board of directors approved allotment of options (unregistered) to employees, directors and consultants (service providers), and allotment of RSUs to an employee of the Company, in accordance with the Company’s options and RSU plan. Thus, as part of the allotment to employees, the Company allotted 1,630,000 options (unregistered) exercisable for 1,630,000 ordinary shares of the Company to 12 employees and 4 service providers at additional exercise price of NIS 1.90 per option and 100,000 RSUs. The exercise period is up to 4 years from the date of allotment of the options (the date on which the options are actually allotted). Options that are not exercised by the expiration date will expire , will be null and void and will not grant their holders any rights.
 
On March 7, 2020, the Company’s board of directors approved the allotment of 500,000 options to Mr. Sharon Fima, who serves as a director of the Company, CEO and CTO of the Company in accordance with the terms of his office and employment. On May 7, 2020, this allotment was approved by the general meeting.
 
An allocation was also approved for the chairman of the Company’s board of directors for 1,127,000 RSUs vesting over a period of 3 years. Consultants of the Company were also awarded an aggregate of 376,000 RSUs, for a total of 1,503,000 RSUs.
 
In addition, the Company's service providers were awarded 3,987,000 options exercisable for ordinary shares with a vesting period of between one and a half to three years.
 
NOTE 6 – Related Parties
 
A.          Balances with related parties
 
   
June 30,
   
December 31,
 
   
2020
   
2019
   
2019
 
   
USD thousands
   
USD thousands
   
USD thousands
 
Receivables:
                 
Related companies
   
-
     
-
     
87
 
                         
Payables:
                       
Related companies
   
4
     
18
     
21
 
Directors and interested parties
   
41
     
-
     
31
 

F - 40
1.
Independent Auditors’ Report
 
The Board of Directors
 
Peace of Meat BV:
 
We have audited the accompanying financial statements of Peace of Meat BV, which comprise the statement of financial position as of February 29, 2020, and the related statements of income, changes in  equity, and cash flows for the period from inception (September 1, 2019) to February 29, 2020, and the related notes to the financial statements.
 
Management’s Responsibility for the Financial Statements
 
Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
 
Auditors’ Responsibility
 
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
 
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
 
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
 
Opinion
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Peace of Meat BV as of February 29, 2020, and its financial performance and its cash flows for the period from inception (September 1, 2019) to February 29, 2020 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
 
Somekh Chaikin
Certified Public Accountants (Isr.)
Member firm of KPMG International
Jerusalem, Israel
 
December 31, 2020

F - 41
 
2.
Statement of Financial Position
 
   
Notes
   
Balance as at February 29, 2020
 
         
Euro
 
Assets
           
Cash and cash equivalents
   
6.9
     
448,611
 
Other receivables
   
6.8
     
30,092
 
Prepaid expenses
           
7,500
 
Total current assets
           
486,203
 
Total assets Tota assets
           
486,203
 
                 
Liabilities
               
Current liabilities
               
Convertible debentures
   
6.12
     
865,096
 
Trade payables
           
4,444
 
Other payables
           
28,310
 
Total current liabilities
           
897,850
 
Total liabilities
           
897,850
 
                 
Equity
               
Share capital
   
6.10
     
5,000
 
Reserves
   
6.13
     
99,623
 
Retained earnings
           
(516,270
)
Equity attributable to the owners of the Company
           
(411,647
)
Total equity
           
(411,647
)
Total equity and liabilities
           
486,203
 

The accompanying notes are an integral part of these financial statements.
 
F - 42

3.
Statement of Income
 
   
Notes
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
 
Research and development expenses
   
6.4
     
(137,583
)
Selling, general and administrative expenses
   
6.5
     
(163,246
)
Operating loss
           
(300,829
)
                 
Financing expenses
   
6.6
     
(215,441
)
Financing expenses, net
           
(215,441
)
Loss for the year
           
(516,270
)
 
The accompanying notes are an integral part of these financial statements.

F - 43
 
4.
Statement of Changes in Equity
 
   
Notes
   
Attributable to the owners
of the Company
Euro
 
For the period from September 1, 2019 ended February 29, 2020
       
Share Capital
   
Retained Earnings
   
Other reserves
   
Total equity
 
Total Comprehensive income for the period
                             
Loss for the period
        -      
(516 270
)
   -      
(516,270
)
Transactions with owners, recognized directly in equity
                                 
Issue of ordinary shares
   
6.10
     
5,000
      -
     -      
5,000
 
Share-based payments
   
6.13
      -
      -
     
99,623
     
99,623
 
Balance as at February 29, 2020
           
5,000
     
(516,270
)
   
99,623
     
(411,647
)

The accompanying notes are an integral part of these financial statements.

F - 44
 
5.
Statement of Cash Flows
 
   
Notes
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
 
Cash flows from operating activities
           
             
Loss for the year
         
(516,270
)
Non-cash and operational adjustments
             
Change in fair value of convertible debentures
   
6.6
     
215,141
 
Share-based payment transactions
           
99,623
 
Working capital adjustments
               
Change in other receivables
           
(30,092
)
Change in trade and other payables
           
32,754
 
Change in prepaid expenses
           
(7,500
)
Net cash used in operating activities
           
(206,344
)
 
   
Notes
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
 
             
Cash flows from financing activities
           
Proceeds from issuance of share capital
   
6.10
     
5,000
 
Proceeds from issuance of convertible debentures
   
6.13
     
649,955
 
Net cash from financing activities
           
654,955
 
Net increase in cash and cash equivalents
           
448,611
 
Cash and cash equivalents as at February 29, 2020
           
448,611
 

The accompanying notes are an integral part of these financial statements.

F - 45
 
6.
Notes to the Financial Statements
 

6.1.
General
 
6.1.1.
Reporting Entity
 
Peace of Meat BV (the “Company”) is a Belgian resident company incorporated in Belgium. The address of the Company’s registered office is Olieweg 95, 2020 Antwerp, Belgium. The financial statements of the Company are those for the period from inception (September 1, 2019) to February 29, 2020.
 
The Company is principally engaged in scientific and commercial activities relating to the development, production and commercialization of cultured duck and chicken cells as a food ingredient.
 
On October 27, 2020, Meat-Tech 3D (“Meat-Tech”) made an initial investment in the Company in the amount of 1 million Euro in return for approximately 5.65% of the outstanding equity of the Company. On December 3, 2020, Meat-Tech and the shareholders of the Company entered into an agreement for the sale and purchase of the Company whereby Meat-Tech would become the owner of all of the Company’s equity upon shareholders approval of the agreement. The acquisition will be paid for by a combination of cash and ordinary shares, up to a maximum of 15 million Euro, part of which will be paid immediately and the rest, if and when the Company achieves certain agreed upon technological milestones over the course of approximately two years. The amount paid immediately amounted to a total of 7.5 million Euro (consisting of 3.9 million Euro in cash and 3.6 million Euro in shares of Meat-Tech). The number of Meat-Tech shares to be delivered to the sellers will be calculated based on the average trading price per Meat-Tech share on the Tel Aviv Stock Exchange for  the thirty (30)-day period immediately prior to December 3, 2020. As part of the agreement, Meat-Tech committed to provide the Company with 1 million Euro per quarter with a minimum commitment period through and including the quarter ending December 2022 as financial support to enable the Company to continue as a going concern.
 
6.1.2.
Material Events in the Reporting Period
 
During this period, the Company was founded with a share capital of 5,000 Euro and 1,000,000 ordinary shares. In addition, the Company entered into various convertible debentures, the characteristics of which are set forth elsewhere in these financial statements.

F - 46
 
6.1.3.
Definitions
 
In these financial statements –
 

a)
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
 

b)
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
 

c)
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
 
F - 47


6.2.
Basis of preparation
 
6.2.1.
Statement of Compliance
 
The financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issues by the International Accounting Standards Board (“IASB”).
 
The financial statements were authorized for issue by the Company’s Board of Directors on December 31, 2020.
 
They have been prepared under the assumption that the Company operates on a going concern basis.
 
6.2.2.
Functional and Presentation Currency
 
These Financial Statements are presented in Euro, which is the Company’s functional currency, and have been rounded to the nearest Euro, except when otherwise indicated. The Euro is the currency that represents the principal economic environment in which the Company operates.
 
6.2.3.
Basis of Measurement
 
The financial statements have been prepared on a historical cost basis, except for the convertible debentures that have been measured at fair value.
 
6.2.4.
Use of Estimates
 
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
The preparation of accounting estimates used in the preparation of the Financial Statements requires that management of the Company makes assumptions regarding circumstances and events that involve considerable uncertainty.  Company management prepares the estimates on the basis of past experience, various facts, external circumstances, and reasonable assumptions according to the pertinent circumstances of each estimate. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

F - 48
 
Information about assumptions made by the Company with respect to the future and other reasons for uncertainty with respect to estimates that have a significant risk of resulting in a material adjustment to carrying amounts of assets and liabilities in the next financial year are included in the following notes:
 
Estimate
Principal assumptions
Possible effects
Reference
 
Recognition of a deferred tax asset in respect of tax losses
The probability that in the future there will be taxable profits against which carried forward losses can be utilized
Recognition or reversal of deferred tax asset in profit or loss
For information on losses for which a deferred tax asset was not recognized, see Note 6.7 of the Financial Statements.
Measurement of financial liabilities related to convertible debentures
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
Measurement of a conversion feature related to convertible debentures under different scenarios
For information on the scenarios, see Note 6.12 of the Financial Statements.
Measurement of the compensation expense related to a call option
The assumptions underlying the option pricing model applied
Measurement of a call option as compensation expense
For information on the valuation of the share-based payment arrangements related to a call option, see Note 6.13 of the Financial Statements.

Determination of fair value
 
Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities. Further information about the assumptions that were used to determine fair value is included in Note 6.14 of the Financial Statements.
 
When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
 
•          Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
•          Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
 
•          Level 3: inputs that are not based on observable market data (unobservable inputs).
 
F - 49


6.3.
Summary of Significant Accounting Policies
 
6.3.1.
Foreign Currency Translation
 
Foreign currency transactions and balances
 
Transactions in foreign currencies are translated to the respective functional currencies of the Company at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortized cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortized cost in foreign currency translated at the exchange rate at the end of the year.
 
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
 
Foreign currency differences arising on translation are generally recognized in profit or loss.
 
6.3.2.
Financial Instruments
 
6.3.2.1. Financial liabilities
 
Initial recognition of financial liabilities
 
The Company initially recognizes debt securities issued on the date that they originated. All other financial liabilities are recognized initially on the trade date at which the Company becomes a party to the contractual provisions of the instrument.
 
Subsequent measurement of financial liabilities
 
Financial liabilities (other than financial liabilities at fair value through profit or loss) are recognized initially at fair value less any directly attributable transaction costs. Subsequent to initial recognition, these financial liabilities are measured at amortized cost using the effective interest method. Financial liabilities are designated at fair value through profit or loss if the Company manages such liabilities and their performance is assessed based on their fair value in accordance with the Company's documented risk management strategy, providing that the designation is intended to prevent an accounting mismatch, or the liability is a combined instrument including an embedded derivative.
 
Transaction costs directly attributable to an expected issuance of an instrument that will be classified as a financial liability are recognized as an asset in the framework of deferred expenses in the statement of financial position. These transaction costs are deducted from the financial liability upon its initial recognition, or are amortized as financing expenses in the statement of income when the issuance is no longer expected to occur.

F - 50
 
6.3.2.2. Share Capital
 
Ordinary shares
 
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognized as a deduction from equity, net of any tax effects.
 
6.3.3.
Financing Income and Expenses
 
Financing expenses comprise interest expense on borrowings and changes in fair value of the financial liabilities and the effects recognized in profit or loss.
 
In the statements of cash flows, the changes in the fair value of the liabilities and the effects of the amortised cost are recorded as part of the adjustments to the operating activities.
 
6.3.4.
Taxes
 
Income tax comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss.
 
Current taxes
 
Current tax is the expected tax payable (or receivable) on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date. Current tax also includes taxes in respect of prior years and any tax arising from dividends.
 
Offset of current tax assets and liabilities
 
Current tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, there is intent to settle current tax liabilities and assets on a net basis or the tax assets and liabilities will be realized simultaneously.
 
Deferred taxes
 
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
 
The measurement of deferred tax reflects the tax consequences that would follow the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
 
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. A deferred tax asset is recognized for unused tax losses, tax benefits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

F - 51
 
Deferred tax assets that were not recognized are reevaluated at each reporting date and recognized if it has become probable that future taxable profits will be available against which they can be utilized.
 
6.3.5.
Government Grants
 
Government grants are recognized initially at fair value when there is reasonable assurance that they will be received and the Company will comply with the conditions associated with the grant. Grants that compensate the Company for expenses incurred are presented as a deduction from the corresponding expense.
 
We refer to Note 6.8 of the Financial Statements for the other receivables. For the period from September 1, 2019 ended February 29, 2020, an amount of 28,372 Euro has been recognized in the statement of income.
 
6.3.6.
Research and Development
 
The Company is currently only involved in research activities.
 
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is recognized in profit or loss when incurred.
 
6.3.7.
Employee Benefits
 
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided.
 
A liability is recognized for the amount expected to be paid under short-term vacation pay or year-end bonus if the Company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.
 
The employee benefits are classified, for measurement purposes, as short-term benefits.
 
F - 52

6.3.8.
Share-Based Payments Arrangements
 
Share-based compensation expense related to share awards is recognized based on the fair value of the awards granted. The grant date fair value of share-based payment awards granted to the party working under a service contract is recognized as a share-based payments expense, with a corresponding increase in equity, over the period the party working under a service contract is expected to become unconditionally entitled to the awards.
 
The fair value of the awards granted requires the input of highly subjective assumptions, including the expected term of the option and the expected volatility of the price of the Company’s ordinary shares. The assumptions used to determine the fair value of the awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment.
 
6.3.9.
New Standards, Amendments to Standards and Interpretations not yet adopted
 
Standard / interpretation / amendment
 
The requirements of the publication
 
Effective date and transitional provisions
 
Expected effects

Amendment to IFRS 3, Business Combinations
 
The Amendment clarifies whether a transaction to acquire an operation is the acquisition of a "business" or an asset. For the purpose of this examination, the Amendment added an optional concentration test so that if substantially all of the fair value of the acquired assets is concentrated in a single identifiable asset or a group of similar identifiable assets, the acquisition will be of an asset. In addition, the minimum requirements for definition as a business have been clarified, such as for example the requirement that the acquired processes be substantive so that in order for it to be a business, the operation shall include at least one input element and one substantive process, which together significantly contribute to the ability to create outputs. Furthermore, the Amendment narrows the reference to the outputs element required in order to meet the definition of a business and added examples illustrating the aforesaid examination.
 
The Amendment is effective for transactions to acquire an asset or business for which the acquisition date is in annual periods beginning on or after January 1, 2020, with earlier application being permitted.
 
 
In the opinion of the Company, application of the Amendment may have a material effect on the accounting treatment of future acquisitions of operations.
 
 
 

F - 53
 

6.4.
Research and Development Expenses
 
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
 
Management fees and expenses
   
56,182
 
Share-based payment
   
99,623
 
Other
   
10,150
 
Total research and development expenses
   
165,955
 
Less participation of the Flemish government in research and development expenses
   
28,372
 
Total research and development expenses
   
137,583
 

See Note 6.15 of the financial statements regarding management fees, expenses and professional fees and share-based payment paid to related parties.
 

6.5.
Selling, General and Administrative Expenses
 
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
 
Management fees and expenses
   
85,644
 
Travel cost
   
32,164
 
Professional fees
   
16,958
 
Corporate branding fees
   
12,549
 
Fairs, conferences and other marketing expenses
   
3,105
 
Salaries, wages and related expenses (see also Note 6.11 on employee benefits)
   
3,211
 
License fees
   
2,671
 
Office space fees
   
2,539
 
Other general and administrative expenses
   
4,405
 
Total selling, general and administrative expenses
   
163,246
 

See Note 6.15 of the financial statements  regarding management fees, expenses and professional fees paid to related parties.
 
F - 54
 

6.6.
Financing Expenses
 
Financing expenses can be broken down as follows:
 
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
 
Financial liabilities at fair value through profit or loss
     
Net change in fair value of convertible debetures measured at fair value through profit or loss
   
215,141
 
Other
       
Other financing expenses
   
300
 
Total financing expenses
   
215,441
 


6.7.
Income Tax
 
Current income tax

The enacted tax rate amounts to 25%. The Company does not have a taxable basis an therefore no amount as current income tax is recorded.

Deferred taxes

Tax losses carried forward do not expire under Belgian tax law. Deferred tax assets on these items have only been recognized when it is probable that taxable profit will be available in the foreseeable future (1-2 years). Based on the projected results of the Company, the Company does not expect to realize any taxable basis. Therefore, no deferred tax assets have been recorded.

Unrecognized deferred tax assets

Deferred tax assets have not been recognized in respect of the following items:
 
   
As at February 29, 2020
 
   
Euro
 
       
Tax asset not recognized
   
55,484
 
Total
   
55,484
 


F - 55


6.8.
Other Receivables
 
The other receivables include the following:
 
   
As at February 29, 2020
 
   
Euro
 
Other receivables
     
Grants receivable
   
28,372
 
VAT recoverable
   
1,720
 
Total other receivables
   
30,092
 

A government grant has been approved by the Flemish Government in favor of different parties, one of which is the Company. Under the government grant, the maximum amount to which the Company will be entitled amounts to 1,172,468 Euro. The government grant covers 60% of the total eligible costs related to an interdisciplinary cooperative research project on cultured meat (“Project”) under the Grant Agreement. The period of the project under the Grant Agreement is 48 months and started January 1, 2020.
 
The grant depends on a simultaneous increase in the liquidity and solvency of the Company through an increase of the permanent capital by at least 400,000 Euro through a cash contribution in the form of capital and/or in the form of one or more ordinary or subordinated loans, convertible or non-convertible, or in the form of long-term loans with a term at least equal to the duration of the Project.
 
The further granting after 12 months depends on a simultaneous liquidity and solvency increase of the Company through the increase of the permanent assets by at least 2,500,000 through a cash contribution in the form of capital and/or in the form of one or more ordinary or subordinated loans, convertible or non-convertible, or in the form of long-term loans with a term at least equal to the duration of the Project and/or in the form of additional current account financing, insofar as the latter is converted into a subordinated loan for at least the entire duration of the Project.
 
The further granting after 24 months depends on the following information to be made available, namely (a) the final annual accounts as at December 31, 2020, (b) a year-to-date of the income statement for the current financial year 2021 and (c) an updated cash flow plan for the remaining months of the Project.
 
The further granting after 24 months is also subject to a positive assessment of the implementation of the Project after 24 months from the start date of the Project with particular attention to (i) the financial position of the Company, as should be apparent from available data and/or (ii) the financing capacity of the Company.
 
If the Company does not comply with the grant conditions, it will be required to refund the grant either in whole or in part, subject to the terms of terms of the grant. In the opinion of management of the Company, the Company is in compliance with the conditions for receiving the grant. No amount has been received in the period as of February 29, 2020.
 
F - 56
 

6.9.
Cash and Cash Equivalents
 
Cash and cash equivalents include the following. There are no restrictions on cash.
 
   
As at February 29, 2020
 
   
Euro
 
Cash and cash equivalents
     
Bank balance
   
448,661
 
Total cash and equivalents
   
448,661
 


6.10.
Capital and Reserves
 
The share capital of the Company consists of 1,000,000 ordinary shares with no nominal value for a total amount of 5,000 Euro. All shares have the same rights.   There have been no movements in the number of shares during the period. The share capital reflects the share capital at the date of incorporation of the Compay on September 1, 2019.
 
There are no treasury shares.
 
We refer to Note 6.13 on Share-Based Payment Arrangements and Note 6.16 on Subsequent Events.
 
There are no items classified as “other comprehensive income”.
 
F - 57


6.11.
Employment Benefits
 
Employee benefits include short-term benefits. The composition of employee benefits is as follows:
 
   
As at February 29, 2020
 
   
Euro
 
Presented under current liabilities – other payables
     
Short-term employee benefits
   
2,830
 
Total short-term employee benefits
   
2,830
 

The short-term employee benefits include liabilities for salary, holiday pay, year-end premium as well as the salary related taxes and social contributions.
 

6.12.
Convertible debentures
 
This note provides information regarding the contractual terms of the Company’s interest bearing convertible debentures measured at fair value. Further information on the Company's exposure to credit, liquidity, and market risks is included in Note 6.14 of the Financial Statements.

F - 58
 
Identitity
of Borrower
 
Type
 
Loan date
 
Original loan amount
 
Interest Mechanism
 
Payment date of Principal
 
Other Material Terms
 
Face Value
 
Fair Value
The Company
 
Convertible Debentures “2019” (1)
 
Between August 27, 2019 and January 6, 2020
 
649,955
 
4% annually based on original loan amount (calculated on a 365 days basis)
 
Maturity date as at December 31, 2020 with a possibility to extend if lenders whose pro rata portion of the sum of all convertible debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree

Early Repayment possible if Majority Lenders agree
 
Conversion mechanisms and conditions:

•    Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that date minus discount as follows:

 (i) in the event of Conversion prior to April 1, 2020: 25%;
(ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%;

•    Mandatory conversion at maturity date based on price per share based on two different situations:

(i) 4 mllion Euro pre money if a grant of 3 mllion Euro has been awarded

(ii) 2 million Euro pre money if a grant of 3 million has not been awarded.

•     Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable are:

(a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;

(b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations and failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;

(c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up or any similar event.
 
649,955
 
865,096
Total material loans in the Company
 
649,955
 
865,096

F - 59
 
For the fair value, see also Note 6.14 on Financial Instruments.
 
No transactions costs have been incurred; therefore, the proceeds from the convertible debentures equal the net proceeds.
 
(1)          Presented hereunder are additional details on convertible debentures
 
   
Euro
 
Proceeds from issue of convertible debentures
   
649,955
 
Change in fair value of convertible debentures
   
215,141
 
Balance as at February 29, 2020
   
865,096
 

For further information on the conversion of convertible debentures into shares subsequent to the reporting date, see Note 6.16 on Subsequent Events.
 
F - 60

6.13.
Share-Based Payment Arrangements
 
Presented hereunder are details of new grants made during the period. The call option that was granted is non-tradable and is disposed by way of exercise by the beneficiary holder:
 
Date of grant and enitles parties
 
Instrument terms
 
Number of instruments
 
Vesting Conditions
 
Contractual life of Call option
Call option awarded to CSO of the Company on January 13, 2020 and approved by the Board of Directors on January 17, 2020
 
The Call option can be exercised for a maximum of 100 shares of the Company against a total payment of 750,00 Euro (for 100 shares).
 




100,000
 
Vesting upon consummation of an equity financing in the Company by a third party investor or purchase of the shares by another corporation/business with proceeds of at least 1 million Euro by December 31,  2021
 
The Call Option is exercisable as of the Closing Date until and including December 31, 2021.
Total ordinary shares into which the above Call option may be converted
 
100,000
 


The fair value of the options awarded during the period is estimated on the grant date based on the Company’s fair value based on the Option-Pricing Method (“OPM”).
 
The assumptions underlying the valuation based on the OPM are as follows:
 
   
Ordinary shares
 
   
Euro
 
Grant date fair value of 100,000 ordinary shares
   
807,000
 
         
The parameters used to calculate the fair value of the company
       
Expected volatility
   
77.12
%
Expected term
 
3 years
 
Risk free interest rate
   
0.61
%

The expected volatility (standard deviation) was determined based on the average yearly standard deviation in stock prices of comparable companies for a period corresponding to the expected term, beginning on February 21, 2020. The risk-free interest rate is based on on the Germany treasury bonds with a time to maturity of three years plus the country risk spread between German and Belgium.

F - 61
 
Based on the OPM, the fair value for the call option is estimated at 806,250 Euro which represents the fair value of 100,000 ordinary shares minus the call option exercice price of 750 Euro.
 
The expense in respect of the share-based payment arrangement has been recorded under “research and development” expenses. The expense is determined based on the number of days of service between January 17, 2020 to February 29, 2020 compared to the expected life of the call option. The expected life of the call option is estimated to be between January 17, 2020 and December 30, 2020, based on the probability of a Qualified Financing.
 
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
 
Share-based payments
   
99,623
 
     
99,623
 

See Note 6.15 of the Financial Statements on related party transactions regarding share-based payment paid to related parties.
 
F - 62
 

6.14.
Financial Instruments
 
The Company has exposure to the following risks from its use of financial instruments: credit, liquidity and market risks.
 
A. Framework for risk management
 
The Board of Directors has overall responsibility for the establishment and oversight of the Company’s risk management framework.
 
The Company’s risk management policy was formulated to identify and analyze the risks that the Company faces, to set appropriate limits for the risks and controls, and to monitor the risks and their compliance with the limits. The risk policy and risk management methods are reviewed regularly to reflect changes in market conditions and in the Company’s operations.
 
The Company acts to develop an effective control environment in which all employees understand their roles and commitment.
 
B. Credit risk
 
Credit risk is the risk of financial loss to the Company if a debtor or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from the Company’s receivables.
 
The Company restricts exposure to credit risk by investing only in bank deposits.
 
C. Liquidity risk
 
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
 
This does not take into account the potential effect of extreme circumstances that cannot reasonably be predicted.
 
D. Market risk
 
Market risk is the risk that changes in market prices, such as foreign currency exchange rates, the CPI, interest rates and the prices of equity instruments, will influence the Company’s results or the value of its holdings in financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
 
F - 63
E. Fair value
 
The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to their fair value.
 
The fair values of the other financial liabilities, together with the carrying amounts shown in the statement of financial position, are as follows.
 

1.
Financial instruments measured at fair value.
 
February 29, 2020
         
Fair value
        
   
Carrying amount
   
Level 1
   
Level 2
   
Level 3
 
Valuation techniques for determining fair value
 

Inputs used to determine fair value
   
EUR
        
Non-current liabilities
                                  
Convertible debentures
   
649,955
     
     
     
865,096
 
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
 
 
 
 
Discount rate of 9.38%
     
649,955
     
     
     
865,096
        



F - 64

(1)
The scenarios as mentioned in the table above are as follows:


Scenario
 
Management’s estimate of probability as at February 29, 2020
 
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a discount of 28%
   
40
%
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34%
   
40
%
Conversion at Maturity Date
   
20
%
TOTAL
   
100
%


F - 65


2.
Fair value hierarchy of financial instruments measured at fair value
 
The table below presents an analysis of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with the fair value hierarchy levels (for a definition of the various hierarchy levels, see Note 6.2 of the Financial Statements).
 
The fair value hierarchy for the financial instruments measured at fair value is level 3 as determined by Management. The applied interest rates for determining the fair value of the financial liabilities have been based on the median of the comparative interest rates on unsecured notes with venture capital-backed companies from the pharmaceutical, technology and biotech industry.
 
February 29, 2020
 

 
Level 1
Euro
   
Level 2
Euro
   
Level 3
Euro
 
Financial liabilties measured at fair value through profit or loss
   
     
       
Convertible debentures
   
     
     
865,096
 
     
     
     
865,096
 


6.15.
Related Party Transactions
 
All directors and executive officers charge their fees to the Company through their respective management companies.
 
With the exception of the share based payment for the CSO, there are no non-cash benefits in addition to the fees charged. See also Note 6.13 of the Financial Statements.
 
Certain executive officers are subject to a mutual term of notice between 1 and 3 months. Upon resignation at the Company’s request, they are not entitled to any termination benefits.

F - 66
 
Compensation to key management personnel and interested parties (including directors) that are contracted by the Company:
 
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
 
Management fees and professional fees – research and development expenses
   
56,182
 
Management fees and professional fees – selling, general and administrative expenses
   
85,644
 
Share-based payments – research and development expenses
   
99,623
 
Total
   
241,449
 

Liabilities with related parties can be presented as follows:
 
   
As at February 29, 2020
 
   
Euro
 
Presented under other payables
     
Current account with related parties
   
480
 
Total
   
480
 

 
F - 67

6.16.
Subsequent Events
 
COVID-19
 
Following the outbreak of the coronavirus (COVID-19) in China in December 2019, and it spreading to many other countries at the beginning of 2020, there was a decrease in economic activity in many areas around the world, including Belgium. The spread of the virus has led to a disruption in the supply chain, a decrease in global transportation, restrictions on travel and work that were announced by the State of Belgium and other countries around the world and a decrease in the value of financial assets and commodities on the markets in Belgium and the world. As a result of the travel and work restrictions, the Company operated on a limited scale initially in March 2020, however re-assumed fully operational capacity by May 2020 following appropriate safety and sanitary procedures. 
 
Despite the worldwide negative impact on the Belgian and the world’s economy, the spreading of the coronavirus and the decrease of economic activity as described above, had no major impact on the Company’s operations and results. The Company is still involved in the research and development phase.
 
Since this event is not under the control of the Company, and matters such as the virus continuing to spread or stopping may affect the Company's assessments, the Company is continuing to regularly follow the changes on the markets in Belgium and the world and is examining the potential mid- and long- term effects on its business results.
 
The full impact of the COVID-19 outbreak continues to evolve as of the date of this report. As such, it is uncertain as to the full magnitude that the pandemic will have on the Company’s financial condition, liquidity, and future results of operations. Management is actively monitoring the global situation on its financial condition, liquidity, operations, suppliers, industry, and workforce. Given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, the Company is not able to estimate the effects of the COVID-19 outbreak on its results of operations, financial condition, or liquidity for calendar year 2020.
 
Covertible Notes
 
On October 27, 2020, in an extraordinary shareholders’ meeting before a notary public, the convertible debentures have been converted into share capital against the issuance of 112,296 new ordinary shares. The amount converted consisted of the face value of the convertible debentures as well as the accrued interests as calculated up to and including September 30, 2020.
 
Further to the capital increases of October 27, 2020, the option vested (see Note 6.13 of the Financial Statements) and the beneficiary of the option has exercised the option.

F - 68

1.
Condensed Interim Statement of Financial Position (Unaudited)
 
   
Notes
   
Balance as at August 31, 2020
   
Balance as at February 29, 2020
 
         
Euro
   
Euro
 
Assets
                 
Cash and cash equivalents
         
312,309
     
448,611
 
Other receivables
   
5.8
     
63,761
     
30,092
 
Prepaid expenses
           
11,250
     
7,500
 
Total current assets Tota assets
           
387,320
     
486,203
 
                         
Fixed assets, net
   
5.9
     
143,922
     
-
 
Intangible assets
   
5.9
     
4,117
     
-
 
Right-of-use assets
   
5.19
     
14,333
     
-
 
Non-current assets
           
162,372
     
-
 
Total assets
           
549,692
     
486,203
 
Liabilities
                       
Convertible debentures    
5.14
     
1,181,474
     
865,096
 
Current maturities of lease liabilities
   
5.19
     
2,683
     
-
 
Trade payables
   
5.16
     
104,292
     
4,444
 
Other payables
           
25,198
     
28,310
 
Grants received in advance
   
5.13
     
69,203
     
-
 
Total current liabilities
           
1,382,850
     
897,850
 
                         
Long-term lease liabilities
   
5.19
     
11,957
     
-
 
Total non-current liabilities
           
11,957
     
-
 
Total liabilities
           
1,394,807
     
897,850
 
                         
Equity
                       
Share capital
   
5.11
     
5,000
     
5,000
 
Reserves
   
5.15
     
525,916
     
99,623
 
Retained earnings
           
(1,376,031
)
   
(516,270
)
Equity attributable to the owners of the Company
           
(845,115
)
   
(411,647
)
Total equity
           
(845,115
)
   
(411,647
)
Total equity and liabilities
           
(549,692
)
   
(486,203
)

The accompanying notes are an integral part of these financial statements.

F - 69
 

2.
Condensed Interim Statement of Income (Unaudited)
 
   
Notes
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
   
Euro
 
Research and development expenses
   
5.4
     
(547,620
)
   
(137,583
)
Selling, general and administrative expenses
   
5.5
     
(174,077
)
   
(163,246
)
Operating loss
           
(721,697
)
   
(300 ,829
)
                         
Financing income
   
5.6
     
376
     
-
 
Financing expense
   
5.7
     
(138,440
)
   
(215,441
)
Financing expenses, net
           
(138,064
)
   
(215,441
)
Loss for the period
           
(859,761
)
   
(516,270
)

The accompanying notes are an integral part of these financial statements.

F - 70
 
3.
Condensed Interim Statement of Changes in Equity (Unaudited)
 
   
Notes
   
Attributable to the owners
of the Company
Euro
 
For the period from September 1, 2019 ended February 29, 2020
       
Share Capital
   
Retained Earnings
   
Other reserves
   
Total equity
 
Total Comprehensive income for the period
                             
Loss for the period
               
(516,270
)
         
(516,270
)
Transactions with owners, recognized directly in equity
                                 
Issue of ordinary shares
         
5,000
                   
5,000
 
Share-based payments
   
5.15
                     
99,623
     
99,623
 
Balance as at February 29, 2020
           
5,000
     
(516,270
)
   
99,623
     
(411,647
)

   
Notes
   
Attributable to the owners
of the Company
Euro
 
For the six months ended August 31, 2020
       
Share Capital
   
Retained Earnings
   
Other reserves
   
Total equity
 
Balance as at 1 March 2020
         
5,000
     
(516,270
)
   
99,623
     
(411,647
)
Total Comprehensive income for the period
                                     
Loss for the period
         
-
     
(859,761
)
   
-
     
(859,761
)
Transactions with owners, recognized directly in equity
                                     
Share-based payments
   
5.15
                     
426,293
     
426,293
 
Balance as at August 31, 2020
           
5,000
     
(1,376,031
)
   
525,916
     
(845,115
)
 
The accompanying notes are an integral part of these financial statements.

F - 71
 
4.
Condensed Interim Statement of Cash Flows (Unaudited)
 
   
Notes
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
   
Euro
 
                   
Cash flows from operating activities
                 
Loss for the period
         
(859,761
)
   
(516,270
)
Non-cash and operational adjustments
                     
Depreciation and amortization
   

     
5,738
     
-
 
Change in fair value of convertible debentures
   
5.7
     
138,077
     
215,141
 
Share-based payment transactions
   
5.15
     
426,293
     
99,623
 
Working capital adjustments
                       
Change in other receivables
           
(33,669
)
   
(30,092
)
Change in trade, other payables, deferred income and grants received in advance
           
81,475
     
32,754
 
Change in prepaid expenses
           
(3,750
)
   
(7,500
)
Net cash used in operating activities
           
(245,597
)
   
(206,344
)

   
Notes
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
         
Euro
   
Euro
 
                   
Cash flows from investing activities
                 
Acquisition of fixed assets
   
5.9
     
(64,209
)
   
-
 
Acquisition of intangible assets
   
5.9
     
(4,350
)
   
-
 
Net cash flow used in investing activities
           
(68,559
)
   
-
 
Cash flows from financing activities
                       
Proceeds from issuance of share capital
           
-
     
5,000
 
Proceeds from issuance of convertible debentures
   
5.14
     
178,301
     
649,955
 
Payment of principal of lease liabilities
           
(447
)
   
-
 
Net cash from financing activities
           
177,854
     
654,955
 
Net increase (decrease) of cash and cash equivalents
           
(136,302
)
   
448,611
 
Cash and cash equivalents as at end of previous period
           
448,611
     
-
 
Cash and cash equivalents as at the end of the period
           
312,309
     
448,611
 

The accompanying notes are an integral part of these financial statements.

F - 72

5.
Notes to the Condensed Interim Financial Statements (Unaudited)
 

5.1.
General
 

5.1.1.
Reporting Entity
 
Peace of Meat BV (the “Company”) is a Belgian resident company incorporated in Belgium. The address of the Company’s registered office is Olieweg 95, 2020 Antwerp, Belgium. The financial statements of the Company are those for the 6 months ended August 31, 2020.
 
The Company is principally engaged in scientific and commercial activities relating to the development, production and commercialization of cultured duck and chicken cells as a food ingredient.
 
On October 27, 2020, Meat-Tech 3D has made an initial investment in the Company in the amount of 1 million Euro in return for approximately 5.65% of the outstanding equity of the Company. On December 3, 2020, Meat-Tech 3D Ltd and the shareholders of the Company entered into an agreement for the sale and purchase of the Company whereby Meat-Tech 3D Ltd will become the owner of all of the Companys equity upon shareholder’s approval of the agreement. The acquisition will be paid for by a combination of cash and ordinary shares, totaling a maximum of 15 million Euro, part of which will be paid immediately and the rest, if and when the Company achieves agreed upon technological milestones over the course of approximately two years. The amount paid immediately amounted to a total of 7,5 million Euro (consisting of 3,9 million Euro in cash and 3,6 million Euro in shares of Meat-Tech 3D Ltd). The number of Meat-Tech 3D Ltd shares to be delivered to the sellers shall be calculated based on the average trading price per Meat-Tech 3D Ltd share in Tel Aviv Stock Exchanges of the thirty (30)-day period immediately prior to the date of the agreement of December 3, 2020. As part of the agreement for the sale and purchase of the Company, Meat-Tech 3D Ltd committed to provide at all times sufficient financial and other support to enable the Company to continue as a going concern and fulfill its obligations. The financial support amounts to 1 million Euro per quarter with a minimum commitment period through and including the quarter ending December 2022.
 

5.1.2.
Material Events in the Reporting Period
 
Following the outbreak of the coronavirus (COVID-19) in China in December 2019, and it reaching many other countries as well at the beginning of 2020, there was a decrease in economic activity in many areas around the world, including Belgium. The spread of the virus has led, inter alia, to a disruption in the supply chain, a decrease in global transportation, restrictions on travel and work that were announced by Belgium and other countries around the world and a decrease in the value of financial assets and commodities on the markets in Belgium and the world. As a result of the travel and work restrictions, the Company operated on a limited scale initially in March 2020, however re-assumed fully operational capacity by May 2020 following appropriate safety and sanitary procedures. 
 
Despite the worldwide negative impact on the Belgian and the world’s economy, the spreading of the coronavirus and the decrease of economic activity as described above, had no major impact on the Company’s operations and results. The Company is still involved in the research and development phase.
 
Since this event is not under the control of the Company, and matters such as the virus continuing to spread or stopping may affect the Company's assessments, the Company is continuing to regularly follow the changes on the markets in Belgium and the world and is examining the mid and long- term effects on its business results.

F - 73
 

5.1.3.
Definitions
 
In these financial statements –
 

a)
The Company – Peace of Meat BV, with its registered office at Olieweg 95, 2020 Antwerp, Belgium.
 

b)
Related party – Within its meaning in IAS 24 (2009), “Related Party Disclosures”.
 

c)
Condensed Interim Financial Statements– Condensed Interim Financial Statements for the 6 months ended August 31, 2020.



d)
Financial Statements – Financial Statements for the period from inception (September 1, 2019) ended February 29, 2020.
 

5.2.
Basis of Preparation
 

5.2.1.
Statement of Compliance
 
These condensed interim financial statements have been prepared in accordance with IAS 34 Condensed Interim Financial Reporting and do not include all the information required for full annual financial statements. They should be read in conjunction with the financial statements as at and for the period ended February 29, 2020.
 
These condensed interim financial statements were authorized for issue by the Company’s Board of Directors on December 31, 2020.
 
The condensed interim financial statements have been prepared under the assumption that the Company is operating on a going concern basis.
 
F - 74
 

5.2.2.
Functional and Presentation Currency
 
These condensed interim financial statements are presented in Euro, which is the Company’s functional currency, and have been rounded to the nearest Euro, except when otherwise indicated. The Euro is the currency that represents the principal economic environment in which the Company operates.
 

5.2.3.
Basis of Measurement
 
The financial statements have been prepared on a historical cost basis, except for the convertible debentures that have been measured at fair value.
 

5.2.4.
Use of Estimates
 
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
 
Except as described below, the significant judgments made by management in applying the Company’s accounting policies and the principal assumptions used in the estimation of uncertainty were the same as those that applied to the Financial Statements.
 
Estimate
 
Principal assumptions
 
Possible effects
 
Reference
 
Measurement of financial liabilities related to convertible debentures
 
The probability of scenarios of conversion, early repayment and the maturity date of the convertible loan agreements
 
Measurement of a conversion feature related to concertible debentures under different scenarios
 
For information on the scenarios, see Note 5.17 of the condensed interim financial statements.

F - 75
Determination of fair value
 
Preparation of the financial statements requires the Company to determine the fair value of certain assets and liabilities. Further information about the assumptions that were used to determine fair value is included in Note 5.17 of the condensed interim financial statements.
 
When determining the fair value of an asset or liability, the Company uses observable market data as much as possible. There are three levels of fair value measurements in the fair value hierarchy that are based on the data used in the measurement, as follows:
 
•           Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
 
•           Level 2: inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly
 
•          Level 3: inputs that are not based on observable market data (unobservable inputs).
 

5.3.
Summary of Significant Accounting Policies
 
Except as described below the accounting policies applied by the Company in these condensed interim financial statements are the same as those applied by the Company in its Financial Statements.
 
Presented hereunder is a description of the changes in accounting policies applied in these condensed interim financial statements and their effect:
 

5.3.1.
Tangible Assets
 
Tangible assets are stated at cost, net of accumulated depreciation and/or accumulated impairment losses, if any.
 
Depreciation is a systematic allocation of the depreciable amount of an asset over its useful life. The depreciable amount is the cost of the asset, less its residual value.
 
Depreciation is recognized in profit and loss on a straight-line basis over the estimated useful lives of the assets as follows:
 
Operating equipment:  5 years

The assets’ residual values, useful lives and methods of depreciation are reviewed at each financial year-end and adjusted prospectively, if appropriate.

F - 76


5.3.2.
Intangible Assets
 
Intangible assets are comprised only of software and are measured on initial recognition at cost. They are measured at cost less accumulated amortization and accumulated impairment losses.
 
Amortization is a systematic allocation of the amortizable amount of an intangible asset over its useful life. The amortizable amount is the cost of the asset less its residual value.
 
Amortization is recognized in profit or loss on a straight-line basis, over the estimated useful lives of the intangible assets from the date they are available for use, since these methods most closely reflect the expected pattern of consumption of the future economic benefits embodied in each asset.
 
The estimated useful lives for the current and comparative periods are as follows:
 
Software:  3 years          .
 
Amortization methods, useful lives and residual values are reviewed at the end of each reporting year and adjusted if appropriate.
F - 77
 
 

5.3.3.
Right-of-Use Assets and Liabilities
 
Determining whether an arrangement contains a lease
 
On the inception date of the lease, the Company determines whether the arrangement is a lease or contains a lease, while examining if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In its assessment of whether an arrangement conveys the right to control the use of an identified asset, the Company assesses whether it has the following two rights throughout the lease term:
 
(a)
The right to obtain substantially all the economic benefits from use of the identified asset; and
 
(b)          The right to direct the identified asset’s use.
 
Leased assets and lease liabilities
 
Contracts that award the Company control over the use of a leased asset for a period of time in exchange for consideration are accounted for as leases. Upon initial recognition, the Company recognizes a liability at the present value of the balance of future lease payments, and concurrently recognizes a right-of-use asset at the same amount of the lease liability, adjusted for any prepaid or accrued lease payments, plus initial direct costs incurred in respect of the lease.
 
Since the interest rate implicit in the Company's leases is not readily determinable, the incremental borrowing rate of the lessee is used. Subsequent to initial recognition, the right-of-use asset is accounted for using the cost model, and depreciated over the shorter of the lease term or useful life of the asset.
 
The Company has elected to apply the practical expedient by which short-term leases of up to one year and/or leases in which the underlying asset has a low value, are accounted for such that lease payments are recognized in profit or loss on a straight-line basis, over the lease term, without recognizing an asset and/or liability in the statement of financial position.This is the case for the short term lab space fees.
 
The lease term
 
The lease term is the non-cancellable period of the lease plus periods covered by an extension or termination option if it is reasonably certain that the lessee will or will not exercise the option, respectively.
 
Depreciation of right-of-use asset
 
After lease commencement, a right-of-use asset is measured on a cost basis less accumulated depreciation and accumulated impairment losses and is adjusted for re-measurements of the lease liability. Depreciation is calculated on a straight-line basis over the useful life or contractual lease period, whichever earlier, as follows:
 
Motor vehicles          5 years.

F - 78
 

5.4.
Research and Development Expenses
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
Management fees and expenses
   
89,236
     
56,182
 
Lab materials, auxiliary materials and consumables
   
68,244
     
-
 
Salaries, wages and related expenses
   
60,755
     
-
 
Share-based payment
   
426,293
     
99,623
 
Professional fees
   
13,333
         
Lab space fees
   
8,612
     
-
 
Depreciation and amortization
   
5,738
         
Other
   
11,834
     
10,150
 
Total research and development expenses
   
684,045
     
165,955
 
Less income from the Flemish government (Belgium) in research and development expenses
   
136,425
     
28,372
 
Total research and development expenses
   
547,620
     
137,583
 

See Note 5.18 of the condensed interim financial statements regarding management fees, expenses and professional fees, and share-based payments paid to related parties.
 
F - 79


5.5.
Selling, General and Administrative Expenses
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
Management fees and expenses
   
80,501
     
85,644
 
Travel costs
   
25,482
     
32,164
 
Professional fees
   
52,889
     
16,958
 
Corporate branding fees
   
-
     
12,549
 
Fairs, conferences and other marketing expenses
   
1,125
     
3,105
 
Salaries, wages and related expenses
   
-
     
3,211
 
License
   
5,000
     
2,671
 
Office space fees
   
1,695
     
2,539
 
Other general and administrative expenses
   
7,385
     
4,405
 
Total selling, general and administrative expenses
   
174,077
     
163,246
 
 
See Note 5.18 of the condensed interim financial statements regarding management fees, expenses and professional fees paid to related parties.
 

5.6.
Financing Income
 
Financing income can be broken down as follows:
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
             
Net foreign exchange gain
   
376
     
-
 
Total financing income
   
376
     
-
 

F - 80
 

5.7.
Financing Expense
 
Financing expenses can be broken down as follows:
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
Financial liabilities at fair value through profit or loss
           
Net change in fair value of convertible debentures measured at fair value through profit or loss
   
138,077
     
215,141
 
Other
               
Other financing expenses
   
363
     
300
 
                 
Total financing expense
   
138,440
     
215,441
 


5.8.
Other Receivables
 
Other receivables include the following. There are no restrictions on cash.
 
   
As at August 31, 2020
   
As at February 29, 2020
 
   
Euro
   
Euro
 
Other receivables
           
Advance payments
   
37,005
     
-
 
Grants receivable
   
-
     
28,372
 
VAT recoverable
   
26,756
     
1,720
 
Total other receivables
   
63,761
     
30,092
 

F - 81
 

5.9.
Intangible and Tangible Fixed Assets
 
Acquisitions and disposals
 
During the six month period ended August 31, 2020 the Company acquired fixed assets on credit in the amount of 84,464 Euro. The cost of acquisition has not yet been paid at the reporting date.

The investments in the six month period ended August 31, 2020 relate to operating equipment.

 Tangible fixed assets
 
   
Operating equipment
   
Total
 
   
Euro
   
Euro
 
Cost
           
As at February 29, 2020
           
Additions during the six months
   
148,673
     
148,673
 
As at August 31, 2020
   
148,673
     
148,673
 
Accumulated Depreciation
               
As at February 29, 2020
               
Depreciation during the six months
   
(4,751
)
   
(4,751
)
As at August 31, 2020
   
(4,751
)
   
(4,751
)
Amortized balance
               
As at February 29, 2020
   
-
     
-
 
As at August 31, 2020
   
143,922
     
143,922
 

 
F - 82
Intangible assets

   
Software
   
Total
 
   
Euro
   
Euro
 
Cost
           
As at February 29, 2020
   
-
     
-
 
Additions during the six months
   
4,350
     
4,350
 
As at August 31, 2020
   
4,350
     
4,350
 
Accumulated amortization
           
-
 
As at February 29, 2020
               
Amortization during the six months
   
(233
)
   
(233
)
As at August 31, 2020
   
(233
)
   
(233
)
Amortized balance
               
As at February 29, 2020
   
-
     
-
 
As at August 31, 2020
   
4,117
     
4,117
 


5.10.
Cash and Cash Equivalents
 
Cash and cash equivalents include the following. There are no restrictions on cash.
 
   
As at August 31, 2020
   
As at February 29, 2020
 
   
Euro
   
Euro
 
Cash and cash equivalents
           
Bank balance
   
312,309
     
448,661
 
Total cash and cash equivalents
   
312,309
     
448,661
 


5.11.
Capital and Reserves
 
There have been no changes to the share capital since February 29, 2020.
 
We refer to Notes 5.15 and 5.20 of these condensed interim financial statements.
 
F - 83


5.12.
Employment Benefits
 
Employee benefits include short-term benefits. The composition of employee benefits is as follows:
 
   
As at August 31, 2020
   
As at February 29, 2020
 
   
Euro
   
Euro
 
Presented under current liabilities – other payables
           
Short-term employee benefits
   
25,176
     
2,830
 
Total short-term employee benefits
   
25,176
     
2,830
 

The short-term employee benefits include liabilities for salary, holiday pay, year-end premium as well as the salary related taxes and social contributions.
 

5.13.
Government Grants
 
   
As at August 31, 2020
   
As at February 29, 2020
 
   
Euro
   
Euro
 
Government grants
           
As part of other receivables
         
28,372
 
As part of grants received in advance
   
(69,203
)
       
Total other receivables / grants received in advance
   
(69,203
)
   
28,372
 

The change in the amounts of government grants from February 29, 2020 to August 31, 220 can be presented as follows:
 
   
Euro
 
Government grants as part of “other receivable” as at February 29, 2020
   
28,372
 
Additional government grants the Company is entitled to in the six months ended August 31, 2020
   
136,425
 
Government grants received in the six months ended August 31, 2020
   
(234,000
)
Total grants received in advance as at August 31, 2020
   
(69,203
)

 
F - 84

5.14.
Convertible Debentures
 
This note provides information regarding the contractual terms of the Company’s interest bearing convertible debentures measured at fair value.
 
Further information on the Company's exposure to credit, liquidity, and market risks is included in Note 5.17 of the condensed interim financial statements.
 
Identitity
of Borrower
 
Type
 
Loan date
 
Original loan amount
 
Interest Mechanism
 
Payment date of Principal
Other Material Terms
 
Face Value
 
Fair Value
The Company
 
Convertible Debentures “2019” (1)
 
Between August 27, 2019 and January 6, 2020
 
649,955
 
4% annually based on original loan amount (calculated on a 365 days basis)
 
Maturity date as at December 31, 2020 with a possibility to extend to a later date if lenders whose pro rata portion of the sum of all convertible debentures “2019” aggregates to more than 50% of the committed amount of the sum of all convertible debentures “2019” (“Majority Lenders”), agree

Early Repayment possible if Majority Lenders agree
Conversion mechanisms and conditions:
•     Mandatory conversion in case of a Qualified Financing (1 million Euro) based on price per share at that date minus discount as follows:

 (i) in the event of Conversion prior to April 1, 2020: 25%;

(ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%;

•    Mandatory conversion at maturity date based on price per share based on two different situations:

(i) 4 million Euro pre money if a grant of 3 million Euro has been awarded

(ii) 2 million Euro pre money if a grant of 3 million has not been awarded.

•     Events of Default whereby the lenders shall have the right to declare the loan immediately due and payable are:

(a) Failure to pay: the Company fails to pay when due and the failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;

(b) Material breach of Obligations: the Company materially fails to observe or perform any of its obligations and failure is not remedied within seven business days after the Majority Lenders have given notice of this failure;

(c) Insolvency: in case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up or any similar event.
 
649,955
 
925,813

F - 85
 
Identitity
of Borrower
 
Type
 
Loan date
 
Original loan amount
 
Interest Mechanism
 
Payment date of Principal
 
Other Material Terms
 
Face Value
 
Fair Value
The Company
 
Convertible Debenture "2020" (1)
 
May 21, 2020
 
178,301
 
4% annually based on original loan amount (calculated on a 365 days basis)
 
Maturity date as at December 31, 2025 with a possibility for the lender to unilaterally extend but provided that in no event December 31, 2030 is exceeded.

No early repayment possible
 
 
Conversion mechanisms and conditions:

•     Mandatory conversion in case of a Qualified Financing (1 mllion Euro) based on price per share at that date minus discount as follows:

(i) in the event of Conversion prior to April 1, 2020: 25%;

(ii) in the event of Conversion on or after April 1, 2020: 25% increased with a percentage equal to 1% multiplied by the number of months that have passed since April 1, 2020 but with a cap of 34%;

•     Mandatory conversion at maturity date based on a price per share calculated on a fully diluted pre-money valuation of the Borrower which shall be the higher of:

(i) the fully diluted pre-money valuation of the Company determined in accordance with the International Private Equity and Venture Capital Valuation Guidelines by an independent auditor with relevant industry expertise appointed by the Company, minus the Discount, and

(ii) four million Euro.

•    Event of Default whereby the lender shall have the right to declare the loan immediately due and payable is: insolvency. In case of forced liquidation, receivership or winding up, the making of an assignment for the benefit of creditors or any voluntary winding up.
 
178,301
 
255,661
Total material loans in the Company
 
828,256
 
1,181,474

No transactions costs have been incurred: therefore, the proceeds from the convertible debentures equal the net proceeds.

F - 86
 
(1)          Presented hereunder are additional details on convertible debentures
 
   
Euro
 
Balance as at February 29, 2020
   
865,096
 
Proceeds from issue of convertible debentures "2020"
   
178,301
 
Change in fair value of convertible debentures
   
138,077
 
Balance as at August 31, 2020
   
1,181,474
 

For further information on the conversion of convertible debentures into shares subsequent to the reporting date, see Note 5.20 of the condensed interim financial statements.
 
F - 87


5.15.
Share-Based Payment Arrangements
 
There were no additional grants made during the six months ended August 31, 2020. The expense for the six months ended August 31, 2020 related to the share-based payments is as follows:
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
Share-based payments
   
426,293
     
99,623
 
Total
   
426,293
     
99,623
 

The cumulative expense amounts to 525,916 EUR as at August 31, 2020.
 
See also Note 5.18 of the condensed interim financial statementsregarding options that were granted to related parties.
 

5.16.
Trade Payables
 
Trade payables include the following:
 
   
As at August 31, 2020
   
As at February 29, 2020
 
   
Euro
   
Euro
 
Trade payables
           
Open debts
   
97,873
     
4,444
 
Accrued charges
   
6,419
         
Total trade payables
   
104 ,292
     
4,444
 

There are no supplier financing arrangements.

F - 88
 

5.17.
Financial Instruments
 
The carrying amounts of financial assets and liabilities, including cash and cash equivalents, other receivables, trade payables and other payables are the same or proximate to their fair value.
 
The fair values of the other financial liabilities, together with the carrying amounts shown in the statement of financial position, are as follows.
 

1.
Financial instruments measured at fair value for disclosure purposes only.
 
August 31, 2020         
         
Fair value
        
   
Carrying amount
   
Level 1
   
Level 2
   
Level 3
 
Valuation techniques for determining fair value
 
Inputs used to datermine fair value
   
EUR
        
Non-current liabilities
                                  
Convertible debentures
   
828,256
     
     
     
1,181,474
 
Fair value is estimated by discounting the future value of the debenture based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with venture capital backed companies from the pharmaceutical, technology and biotech industry. (1)
 
 
Discount rate of 9.38% or 9.25% depending on the different scenarios
     
828,256
     
     
     
1,181,474
        

February 29, 2020
         
Fair value
        
   
Carrying amount
   
Level 1
   
Level 2
   
Level 3
 
Valuation techniques for determining fair value
 
Inputs used to datermine fair value
   
EUR
        
Non-current liabilities
                                  
Convertible debentures
   
649 955
     
     
     
865,096
 
Fair value is estimated by discounting the amounts obtained above based on the probability of conversion under different scenarios at a discount rate which is based on the median of the comparative interest rates on unsecured notes with Venture Capital backed companies from the pharmaceutical, technology and biotech industry. (2)
 
 
Discount rate of 9.38%
     
649 955
     
     
     
865,096
        

F - 89


(1)
The scenarios related to the Convertible Debentures “2019” as mentioned in the table above compare as follows:


Scenario
 
Management’s estimate of probability as at August 31, 2020
   
Management’s estimate of probability as at February 29, 2020
 
A conversion based on a Qualified Financing expected to take place on June 30, 2020 with a discount of 28%
   
0
%
   
40
%
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34%
   
90
%
   
40
%
Conversion at Maturity Date
   
10
%
   
20
%
TOTAL
   
100
%
   
100
%


(2)
The scenarios related to the Convertible Debenture “2020” are as follows:
 

Scenario
 
Management’s estimate of probability as at August 31, 2020
 
A conversion based on a Qualified Financing expected to take place on December 30, 2020 with a discount of 34%
   
90
%
A conversion based on a Qualified Financing expected to take place on December 30, 2021  with a discount of 34%
   
2
%
A conversion based on a Qualified Financing expected to take place on December 30, 2022  with a discount of 34%
   
2
%
A conversion based on a Qualified Financing expected to take place on December 30, 2023  with a discount of 34%
   
2
%
A conversion based on a Qualified Financing expected to take place on December 30, 2024  with a discount of 34%
   
2
%
A conversion based on a Qualified Financing expected to take place on December 30, 2025  with a discount of 34%
   
1
%
Coversion at Maturity Date
   
1
%
TOTAL
   
100
%

F - 90
 

2.
Fair value hierarchy of financial instruments measured at fair value
 
The table below presents an analysis of financial instruments measured at fair value on the temporal basis using valuation methodology in accordance with the fair value hierarchy levels (for a definition of the various hierarchy levels, see Note 5.2 of the condensed interim financial statements).
 
The fair value hierarchy for the financial instruments measured at fair value is level 3 as determined by Management. The applied interest rates for determining the fair value of the financial liabilities have been based on the median of the comparative observable interest rates on unsecured notes with Venture Capital backed companies from the pharmaceutical, technology and biotech industry.
 
August 31, 2020
 
   
Level 1
Euro
   
Level 2
Euro
   
Level 3
Euro
 
Financial liabilties measured at fair value through profit or loss
                 
Convertible debentures
   
     
     
1,181,474
 
     
     
     
1,181,474
 

February 29, 2020
 
   
Level 1
Euro
   
Level 2
Euro
   
Level 3
Euro
 
Financial liabilties measured at fair value through profit or loss
                 
Convertible debentures
   
     
     
865,096
 
     
     
     
865,096
 

 
F - 91


5.18.
Related Party Transactions
 
   
For the six months ended August 31, 2020
   
For the period from September 1, 2019 ended February 29, 2020
 
   
Euro
   
Euro
 
Management fees, expenses and professional fees – research and development expenses
   
89,236
     
56,182
 
Management fees, expenses and professional fees – selling, general and administrative expenses
   
80,501
     
85,644
 
Share-based payments – research and development expenses
   
426,293
     
99,623
 
Total
   
596,030
     
241,449
 

Liabilities with related parties can be presented as follows:
 
   
As at August 31, 2020
   
As at
February 29, 2020
 
   
Euro
   
Euro
 
Presented under other payables
           
Current account with related parties
   
22
     
480
 
Total
   
22
     
480
 

 
F - 92


5.19.
Leases
 
On May 22, 2020, the Company entered into a new lease agreement for a vehicle for 5 years. The Company makes fixed payments during the contract period. The Company initially recognized a long-term lease liability and a right-of-use asset in the amount of 15,087 Euro. The incremental interest rate used for estimating the liability is 1,45%.
 
Right-of-Use Asset
 
   
As at August 31, 2020
 
   
Euro
 
Balance as at March 31, 2020
   
-
 
Additions during the year
   
15,087
 
Amortization during the year
   
(754
)
Balance as at August 31, 2020
   
14,333
 

Maturity analysis of the Company’s lease liability
 
   
As at August 31, 2020
 
   
Euro
 
Up to one year
   
2,683
 
Between 1 years and 5 years
   
11,957
 
Total
   
14,640
 

F - 93
Amounts recognized in the statement of income
 
   
As at August 31, 2020
 
   
Euro
 
Amortization of Right-of-use asset
   
754
 
Interest expense on lease liability
   
1
 
 

5.20.
Subsequent Events
 
On October 27, 2020, in an extraordinary shareholders’ meeting before a notary public, the convertible debentures have been converted into share capital against a price per share of 7.50 Euro against the issuance of 112,296 new ordinary shares. The amount converted consisted of the face value of the convertible debentures as well as the accrued intrests as calculated up to and including September 30, 2020.
 
Further to the capital increases of October 27, 2020, the option vested (see Note 5.15 of the condensed interim financial statements) and the beneficiary of the option has exercised the option.

F - 94
 

            American Depositary Shares
Each Representing            Ordinary Shares
 

 

 
Meat-Tech 3D Ltd.
 
 
PROSPECTUS
 
 
, 2021

 
Sole Book-Running Manager
 
H.C. Wainwright & Co.

Until and including,              2021 (25 days after the date of this prospectus), all dealers that buy, sell, or trade the ADSs, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.


PART II
 
Information Not Required in Prospectus
 
Item 6. Indemnification, Insurance and Exculpation of Office Holders (including Directors).
 
Under the Companies Law, the Securities Law, 5728-1968 (the “Securities Law”) and the Economic Competition Law, 5748-1988 (the “Antitrust Law”), a company may indemnify an office holder in respect of the following liabilities, payments and expenses incurred for acts performed by him or her as an office holder, either in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
 
•
a monetary liability incurred by or imposed on the office holder in favor of another person pursuant to a court judgment, including pursuant to a settlement confirmed as judgment or arbitrator’s decision approved by a competent court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;
 
•
reasonable litigation expenses, including reasonable attorneys’ fees, which were incurred by the office holder as a result of an investigation or proceeding filed against the office holder by an authority authorized to conduct such investigation or proceeding, provided that such investigation or proceeding was either (i) concluded without the filing of an indictment against such office holder and without the imposition on him of any monetary obligation in lieu of a criminal proceeding; (ii) concluded without the filing of an indictment against the office holder but with the imposition of a monetary obligation on the office holder in lieu of criminal proceedings for an offense that does not require proof of criminal intent; or (iii) in connection with a monetary sanction;
 
•
a monetary liability imposed on the office holder in favor of all the injured parties by the breach in an Administrative Proceeding (as defined below) as set forth in Section 52(54)(a)(1)(a) to the Securities Law;
 
•
expenses expended by the office holder with respect to an Administrative Proceeding under the Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees;
 
•
reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or which were imposed on the office holder by a court (i) in a proceeding instituted against him or her by the company, on its behalf, or by a third party, or (ii) in connection with criminal indictment of which the office holder was acquitted, or (iii) in a criminal indictment which the office holder was convicted of an offense that does not require proof of criminal intent;
 
•
financial liability imposed on the office holder on behalf of all the victims of the breach in an Administrative Proceeding;
 
•
expenses incurred by an office holder in connection with a proceeding conducted with respect to the office holder under the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses; and
 
•
any other obligation or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder, including, without limitation, matters referenced in Section 56H(b)(1) of the Securities Law.
 
An “Administrative Proceeding” is defined as a proceeding pursuant to chapters H3 (Monetary Sanction by the Israel Securities Authority), H4 (Administrative Enforcement Proceedings of the Administrative Enforcement Committee) or I1 (Arrangement to Conditionally Prevent Proceedings or Suspend Proceedings) of the Securities Law.

II - 1
 
•
Under the Companies Law, the Securities Law and the Antitrust Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association:
 
•
a breach of the duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company;
 
•
a breach of duty of care to the company or to a third party, to the extent such a breach arises out of the negligent conduct of the office holder;
 
•
a monetary liability imposed on the office holder in favor of a third party;
 
•
a monetary liability imposed on the office holder in favor of an injured party in certain Administrative Proceedings under the Securities Law, including reasonable attorneys’ fees and other litigation expenses;
 
•
expenses incurred by an office holder in connection with an Administrative Proceeding, including reasonable attorneys’ fees and other litigation expenses; and
 
•
monetary liability imposed on the office holder in proceedings under or in connection with the Antitrust Law, including reasonable attorneys’ fees and other litigation expenses.
 
Under the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
 
•
a breach of the duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
 
•
a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
 
•
an act or omission committed with intent to derive illegal personal benefit; or
 
•
a fine or forfeit levied against the office holder.
 
Under the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to directors or controlling shareholders, their relatives and third parties in which such controlling shareholders have a personal interest, also by the shareholders.
 
Our articles of association permit us to insure our office holders to the fullest extent permitted or to be permitted by law. Our office holders are currently covered by a directors’ and officers’ liability insurance policy. As of the date of this prospectus, no claims for directors’ and officers’ liability insurance have been filed under this policy and we are not aware of any pending or threatened litigation or proceeding involving any of our office holders, including our directors, in which indemnification is sought.
 
We have entered into agreements with each of our current office holders undertaking to indemnify them to the fullest extent permitted by law, subject to limited exceptions, including, with respect to liabilities resulting from this offering, to the extent that these liabilities are not covered by insurance. This indemnification is limited as follows: the maximum aggregate amount of indemnification that we may pay to all office holders entitled to indemnification, whether in advance or after the event, with respect to all our indemnification undertakings to officer holders, if and to the extent that it grants them, based on the grounds specified above, shall not exceed the maximum indemnification amount of 25% of our shareholders’ equity according to its last consolidated financial statements at the time of indemnification. Such indemnification amounts are in addition to any insurance amounts. However, in the opinion of the SEC, indemnification of office holders for liabilities arising under the Securities Act is against public policy and therefore unenforceable.
 
II - 2

 
There is no pending litigation or proceeding against any of our office holders as to which indemnification is being sought, nor are we aware of any pending or threatened litigation that may result in claims for indemnification by any office holder.
 
We have also entered into agreements with each of our current office holders undertaking to exculpate them in accordance with the Companies Law, whereby an Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care, if a provision authorizing such exculpation is included in its articles of association. Our articles of association include such a provision. A company may not exculpate an office holder from liability for a breach of a fiduciary duty, and may not exculpate a director in advance from liability arising out of a prohibited dividend or distribution to shareholders. We also do not exculpate our directors in advance from liability for damages caused to the company as a result of a breach of duty of care in connection with a transaction in which a controlling shareholder or any office holder has a personal interest.
 
Item 7. Recent Sales of Unregistered Securities.
 
Since inception of our predecessor entity, MeaTech Ltd. (now known as Chicken Meat-Tech Ltd.), we have issued securities which were not registered under the Securities Act as set forth below.
 
The following is a summary of transactions during the preceding three years involving sales of our securities that were not registered under the Securities Act:
 
•
In September and October 2019, we issued 19,681 ordinary shares to certain investors at a price of $95.94 per share and 9,839 warrants exercisable into ordinary shares at an exercise price of $353 per warrant, for aggregate gross proceeds of $1.89 million.
 
•
In May 2020, we issued to certain investors 1,391,794 ordinary shares and warrants to purchase 8,040,382 ordinary shares at an exercise price of NIS 3.36 per warrant, for aggregate gross proceeds of $1 million.
 
•
In May 2020, we issued to certain investors 4,398,570 ordinary shares and 4,398,570 options to purchase ordinary shares at an exercise price of NIS 3.03, for aggregate gross proceeds of $2.4 million.
 
•
In August 2020, we issued to certain investors 5,292,160 ordinary shares and warrants exercisable into 7,409,021 ordinary shares at an exercise price of NIS 3.95 per share, for aggregate gross proceeds of $5.8 million, as well as rights exercisable into 1,374,998 ordinary shares at an exercise price of NIS 3.00 per share, and rights for warrants exercisable into 1,925,000 ordinary shares at an exercise price of NIS 3.95 per share.
 
•
In December 2020, we issued to certain investors 6,791,600 ordinary shares, warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 5.00 per share and warrants exercisable into 3,395,800 ordinary shares at an exercise price of NIS 6.00 per share, for aggregate gross proceeds of $7.3 million.
 

•
In February 2021, we issued 4,070,766 ordinary shares and rights to purchase 4,070,766 additional ordinary shares, vesting with no exercise price upon the achievement of certain milestones, to certain shareholders of Peace of Meat, in the course of purchasing the entire outstanding equity of Peace of Meat in return for a combination of cash and our securities.
 
We believe that the offers, sales and issuances of the securities described in the preceding paragraphs were exempt from registration either (a) under Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder (including Regulation D and Rule 506), in that the transactions were between an issuer and sophisticated investors or members of its senior executive management and did not involve any public offering within the meaning of Section 4(a)(2) or (b) under Regulation S promulgated under the Securities Act in that offers, sales and issuances were not made to persons in the United States and no directed selling efforts were made in the United States.
 
II - 3

Item 8. Exhibits and Financial Statement Schedules.
 
Exhibit No.         Description
 
1.1*
Form of Underwriting Agreement
 
2.1#
 
 
4.1*
Form of Deposit Agreement between the registrant, the Bank of New York Mellon as Depositary, and owners and holders from time to time of ADSs issued thereunder
 
4.2*
Specimen American Depositary Receipt (included in Exhibit 4.1)
 
5.1
 
10.1#
 
10.2#
 
10.3#
 
10.4#
 
10.5*#
 
10.6
 
10.7
 
10.8
 
10.9#
 
10.10
 
10.11
 
21.1
 
23.1
 
23.2
 
23.3
 
24.1
 
*          To be filed by amendment.
 
#          English translation of original Hebrew document.

II - 4

Item 9. Undertakings.
 
a.      The undersigned registrant hereby undertakes:
 
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i.
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
ii.
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
 
iii.
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
 
2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
 
4.
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

II - 5

5.
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
 
6.
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
i.
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
iv.
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
b.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
c.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
d.
The undersigned registrant hereby undertakes that:
 
1.
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
 
2.
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 

II - 6

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ness Ziona, Israel on February 18, 2021.
 
 
MEAT-TECH 3D LTD.
 
By:  /s/ Sharon Fima
Name: Sharon Fima
Title: Chief Executive Officer
 
Power of Attorney
 
Each of the undersigned officers and directors of Meat-Tech 3D Ltd. hereby constitutes and appoints Sharon Fima, with full power to act alone, the individual’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this registration statement of Meat-Tech 3D Ltd. on Form F-1, and any other registration statement relating to the same offering (including any registration statement, or amendment thereto, that is to become effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and any and all amendments thereto (including post-effective amendments to the registration statement), and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

II - 7

Signatures
 
Title
 
Date

/s/ Sharon Fima
       
Sharon Fima
 
Chief Executive Officer, Chief Technology Officer and Director (Principal Executive Officer)
 
February 18, 2021
/s/ Guy Hefer
       
Guy Hefer
 
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
 
February 18, 2021
/s/ Steven H. Lavin
       
Steven H. Lavin
 
Chairman of the Board of Directors
 
February 18, 2021

/s/ Eli Arad
       
Eli Arad
 
Director
 
February 18, 2021
 
/s/ Daniel Ayalon
       
Daniel Ayalon
 
Director
 
February 18, 2021
 
/s/ Shirly Cohen
       
Shirly Cohen
 
Director
 
February 18, 2021
 
/s/ David Gerbi
       
David Gerbi
 
Director
 
February 18, 2021

Signature of authorized representative in the United States
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant’s duly authorized representative has signed this registration statement on Form F-1 in the city of Newark, the State of Delaware, on February 18, 2021.
 
 
By:  Puglisi & Associates
 
By: /s/ Donald J. Puglisi
Name: Donald J. Puglisi
Title:   Managing Director

II - 8

Exhibit 2.1

Agreement
 
Made and entered into on the ___ day of October, 2019
 
 
Between

 
 
Ophectra Real Estate and Investments Ltd.
 
 
Company No.: 520041955
 
 
of 20 HaMagshimim Street, Petach Tikva
 
 
(hereinafter: the “Company” or “Ophectra”)
 
of the first part;
 
 
and
 
     
 
MeaTech Ltd.
 
 
Company No.: 515851152
 
 
of 18 Einstein Street, Nes Ziona
 
 
(hereinafter: “MeaTech”)
 
of the second part;
 
 
and
 
     
 
The Shareholders of MeaTech Ltd.
 
 
as listed in Appendix A to this Agreement
 
 
(hereinafter: the “Existing Shareholders of MeaTech”)
 
of the third part;

Whereas
The Company is a public company whose shares are listed on the Tel Aviv Stock Exchange Ltd. (“TASE”); and
 
Whereas
As at the date of signing of this Agreement, the issued and paid-up share capital of the Company is as specified in Appendix A to this Agreement; and
 
Whereas
The Parties wish that the Company will acquire from the Existing Shareholders of MeaTech all shares of MeaTech held by them, so that after completing the merger (as this term is defined below) Ophectra will hold 100% of the issued and paid-up share capital of MeaTech (the “Transferred MeaTech Shares”); and
 
Whereas
In exchange for the Transferred MeaTech Shares, the Company will allot shares and warrants convertible to shares of the Company to each of the Existing Shareholders of MeaTech, so that after such allotment the Existing Shareholders of MeaTech will hold the allotted securities (as defined below), at a rate that will be equivalent to, after allotment of the allotted securities, up to 68% of the issued and paid-up share capital of Ophectra, partially diluted, in accordance with the milestones agreed upon between the Parties; and
 
Whereas
The shares are exchanged for business and financial purposes, with the intention, among others, of raising capital and/or debt on the TASE through the Company, for financing the business activities of MeaTech Ltd.
 
Now, therefore, it is hereby agreed, stipulated and declared between the Parties as follows:

1.
General
 

1.1.
The preamble and appendices to this Agreement constitute an integral part hereof.
 

1.2.
Headings of the sections are for the sake of convenience only and will not be used for the purpose of interpretation
 

1.3.
In this Agreement, the terms set out below will have the meanings specified alongside them:
 

1.3.1.
Interested Party - as defined in the Companies Law 1999 (the “Companies Law”);
 

1.3.2.
Partially diluted in the Company - the issued and paid-up share capital of the Company at date of signing, as defined below, with the addition of the founders shares and founders rights, as defined below, that will be allotted to MeaTech shareholders under the share exchange transaction, and on the assumption of full exercise of the all the founders rights, and without taking into account existing warrants of the Company as at date of signing, as defined below,  as set out in Section 7.9 below.
 

1.3.3.
Existing warrants of the Company at date of signing - 4,506,600 warrants (unregistered), as recorded in the Company's register of warrants as at the date of this Agreement, each of which can be exercised for one (1) ordinary share of the Company without par value, as set out below:
 
a) 671,000 warrants (unregistered) of Ophectra 1/17A; b) 2,860,600 warrants (unregistered) of Ophectra 06/18B; c) 400,000 warrants (unregistered) Employee Options 2018; d) 140,000 warrants (unregistered) Consultant Options 11/18; e) 60,000 warrants (unregistered) Employee Options 12/18; f) 375,000 warrants (unregistered) Consultant Options 12/18
 

1.3.4.
Fully diluted - on the assumption that the relevant company has allotted to all holders of convertible securities of that company and/or to anyone who has been given the right to receive convertible securities in that company, the maximum number of shares that may result from exercise and/or conversion of convertible securities and/or such foregoing right, even if the date of exercise of the right to receive the shares falls at an allotment subsequent to the date of signing of this Agreement or the date of closing;
 

1.3.5.
Net liquid capital - any cash held by the Company less the Company’s liabilities (separate).
 

1.3.6.
Issued and paid-up capital of the Company at the date of signing - a total number of 19,870,337 ordinary shares without par value.
 

1.3.7.
Exchange of shares - simultaneous execution of the following actions, one against the other: (a) transfer of the transferred MeaTech shares from the Existing Shareholders of MeaTech to the Company; and (b) allotment of the allotted securities by the Company to the Existing Shareholders of MeaTech;
 

1.3.8.
Bridging Loans - loans that MeaTech will provide to the Company in accordance with the provisions of this Agreement, and it is clarified that these loans are provided instead of loans from a financial entity and are intended only to serve as bridging for working capital needs during the transition period;
 

1.3.9.
Completion of the merger or closing of the transaction - when all the preconditions as set out in section 6 below have been met;
 

1.3.10.
Company’s liabilities - all the Company's liabilities, whether future, final or contingent, known or unknown, including contractual or proprietary liabilities, financial or non-financial liabilities, including all costs, expenses and payments arising from such liabilities and complying with them (including towards suppliers, employees and customers) and excluding the Company’s expenses and liabilities that arise due to this Agreement;
 
2

1.3.11.
Company Shares - ordinary shares of the Company without any par value;
 

1.3.12.
MeaTech Shares - shares of MeaTech that have no par value;
 

1.3.13.
Founders Shares - 29,805,506 ordinary shares of the Company without par value, which after allotment will constitute, as per the Company's declaration, 60.00% of the issued and paid-up share capital of the Company, not fully diluted;
 

1.3.14.
Founders Rights - 12,418,960 warrants, not listed for trading, that may be exercised for 12,418,960 ordinary shares of the Company without par value, and which, after allotment will constitute 8% of the issued and paid-up share capital of the Company, partially diluted;
 

1.3.15.
Allotted Securities - the Founders Shares together with the Founders Rights, subject to adjustments as set out in section 2.6 and section 7.9 below;
 

1.3.16.
Transition Period - the period beginning from date of signing of this Agreement and ending on the earlier of the following dates: date of closing of the transaction or the date of cancellation of the Agreement by any of the Parties.
 
2.
The Transaction
 

2.1.
As soon as the preconditions set out in section 6 below are met, the Company will acquire 100% of the issued and paid-up share capital of MeaTech from MeaTech shareholders, in exchange for the allotment of the Founders Shares, so that after their allotment MeaTech shareholders will hold 60% of the Company's issued and paid-up share capital, not fully diluted, and at the same time the Company will allocate to MeaTech shareholders, against the transfer of MeaTech Shares, the Founders Rights, so that after their allotment and on the assumption that they will be exercised, MeaTech shareholders will hold 68% of the issued and paid-up share capital of the Company.
 

2.2.
Once the foregoing allotment of shares and rights is completed, the Company will hold 100% of the issued and paid-up share capital of MeaTech.
 

2.3.
At the date of closing of the transaction, the Company's net liquid capital will not fall below NIS 0, excluding the bridging loans that will be provided, if provided, by MeaTech to the Company with the addition of any amount that the Company will raise or receive as a result of exercising existing warrants of the Company. The Company may use these funds only in the normal course of business, and all so that they can be used by the merged company.
 

2.4.
On the date of completion of the merger, the Company will allot to each of the shareholders of MeaTech a quantity of Founders Shares and Founders Rights, based on the breakdown in the capital table attached as Appendix 2.4 to this Agreement.
 

2.5.
The Founders Rights will be allotted to MeaTech shareholders on the date of completion of the merger, without any additional consideration, as part of the consideration of transferring of MeaTech Shares to the Company, and the Founders Rights will be exercisable without any additional consideration, based on compliance with the following milestones:
 

2.5.1.
Immediately after completing the development of the prototype of a layer of stem cells using 3D printing technology - 50% of the Founders Rights will vest and will be exercisable for Company Shares;
 
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2.5.2.
Immediately following a taste test of clean meat tissue weighing at least 100 grams that was printed using the 3D printer to be developed by Meat-Tech - 50% of the Founders Rights will vest and will be exercisable for Company Shares;
 

2.5.3.
Notwithstanding the foregoing, in the event that securities of the Company or of MeaTech (that will become a subsidiary of the Company following the merger) are listed for trading on a foreign stock exchange, in the United States, UK, Australia, the Netherlands, Germany or China, all the Founder Rights will vest immediately and will be exercisable for Company Shares.
 

2.6.
The terms and conditions of the warrants and the adjustments that will apply to them are set out in Appendix 2.6 to this Agreement.
 

2.7.
Appointment of directors and termination of office of serving directors
 
On the closing date of the merger transaction, and subject to the approval of the general meeting of the Company's shareholders, four directors will be appointed to the Company's Board of Directors on behalf of MeaTech, the identity of whom will be given to the Company by MeaTech, and simultaneously all of the directors in office at that time, who are not external directors, will give notice of the termination of their term of office in the Company, which will take effect on the closing date of the transaction, unless MeaTech requests the continuation of the term of office of any of them.
 

2.8.
Appointment of a CEO and Chief Technology Officer
 
Upon closing of the merger transaction, the Company's current CEO, Mr. Shmulik Levi, will give notice of his resignation as CEO of the Company, which will take effect immediately. Simultaneous to the announcement by the current CEO of his resignation from the position of CEO, the appointment of Mr. Sharon Pima as CEO and Chief Technology Officer (CTO) of the merged company will take effect. For further information concerning the terms of employment of Mr. Sharon Pima as the Company's CEO and CTO, see Appendix 0 to this Agreement.
 

2.9.
Insurance and run-off insurance
 
On the closing date of the merger transaction, and subject to the approval of the shareholders' general meeting, the Company will purchase a directors’ liability insurance policy for the directors and officers, which will include cover for the Company's new directors and other officers and directors, if any, of the Company and of MeaTech, from time to time, and will purchase a run-off directors liability insurance policy for events that occurred prior to the effective date, and this from the effective date onwards for a period of seven (7) years. The foregoing insurance policy will also cover the directors and officers who served in the Company prior to the effective date.
 

2.10.
Letters of exemption and indemnification
 
On the closing date of the merger transaction, and subject to approval of the general meeting of the Company's shareholders, letters of exemption and indemnification will be granted to the directors and officers whose appointments take effect on the closing date of the merger transaction (including to officers who will be controlling shareholders of the Company), based on the text attached as Appendix 2.10 to this Agreement.
 
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2.11.
Approval of a Compensations Policy
 
On the date of completion of the merger transaction, and subject to the approval of the general meeting of the Company's shareholders, the Company will ratify the Company's compensations policy, a copy of which is attached as Appendix 2.11 to this Agreement.
 

2.12.
Bridging loans
 
Immediately upon obtaining the approval of the Company's general meeting for the merger transaction, and at the request of the Company, MeaTech will provide the Company with bridging loans of up to NIS 500 thousand. The loan will be provided to the Company for a period of six months and bear annual interest of 5%, and will be repaid by the Company in one lump sum on the date of completion of the merger, or if the merger is not completed within 6 months, it will be repaid by the Company in one lump sum on that date. The Company will use the loan funds for its ongoing needs in the normal course of business and for completing the merger, including for all expenses involved in the merger.
 
3.
Company’s Declarations
 
The Company hereby declares and undertakes as follows:
 

3.1.
The Company is a public company, lawfully incorporated and registered in Israel on July 22, 1992. The Company's shares were listed for trading on the Tel Aviv Stock Exchange Ltd. (“TASE”) and the Company became a public company.
 

3.2.
The Company hereby declares that it has the authority to engage in this Agreement, pursuant to any law and agreement, and that subject to compliance with the preconditions as set out in section 6 below, there is no cause or impediment, written or oral, with respect to such engagement. The Company's signature on this Agreement and its execution do not conflict with or contradict: (a) any judgment, order, guidelines and/or directive that any court, judicial body or administrative authority imposed on it; (b) any agreement, undertaking or restriction that the Company is party to.
 

3.3.
The Company declares that other than the approvals as set out in section 6 below, which the Company is required to obtain and produce no later than on the closing date of the transaction, all approvals of the Company's organs required for approving and executing the Company’s engagement in this Agreement have been received, including from related parties or third parties. The signatories on behalf of the Company are lawfully authorized to sign and their signatures on this Agreement are binding on the Company, for all intents and purposes.
 

3.4.
At the time of signing of this Agreement, the Company's registered share capital amounts to NIS 1,000,000,000 that is divided into 1,000,000,000 shares without par value, of which 19,870,337 shares were issued in accordance with the law and the Company's articles of association.
 

3.5.
Other than the shares issued by the Company as set out in section 3.4 above, and excluding existing warrants of the Company at the time of signing this Agreement, the Company has not granted or allotted any shares or securities convertible for Company shares, including options and/or other rights to acquire the Company's securities, it has not undertaken (expressly or conditionally) to allot, transfer, convert, encumber or otherwise grant any shares and/or securities convertible to Company shares, including options and/or to grant any other right with respect to its shares to anyone and/or to any entity and has not received any loans that may be converted into the Company's securities.
 
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3.6.
As at the date of signing of this Agreement, the holdings of interested parties in securities of the Company are:
 
Interested party
 
Shares
   
Warrants
   
% of the Company's capital and voting rights
   
% of the Company's capital and voting rights (fully diluted)
 
Simon Sioma
   
2,672,575
     
850,815
     
13.45
%
   
14.45
%
Shimon Cohen
   
3,140,000
     
306,172
     
15.802
%
   
14.137
%
Asher Deutsch
   
125,000
     
0
     
0.6290
%
   
0.513
%
Shmuel Levi
   
5,495
     
400,000
     
0.028
%
   
1.663
%
Yaacov Bar-Lev
   
1,297,062
     
131,579
     
6.528
%
   
5.861
%

Other than as set out above, to the best of the Company's knowledge, there are no other shareholders and/or entities that hold 5% or more of the Company's share capital and no executive officer who holds securities of the Company.
 

3.7.
The securities that will be allotted to the Existing Shareholders of MeaTech at the date of completion of the merger, will be allotted in accordance with the law and will be fully paid-up and free from any restriction, foreclosure, or any third party right, other than the restrictions under the Securities Law, 1968 (the “Securities Law”) and its Regulations. The shares that will be allotted to the Existing Shareholders of MeaTech at the date of completion of the merger will be registered in the name of the nominee company of the Tel Aviv Stock Exchange Ltd.  ("the Nominee Company").
 

3.8.
The Company has duly published, on time, all financial statements, reports and/or notices that it was required to publish pursuant to the provisions of the Securities Law and Regulations (“Immediate Reports”).
 

3.9.
As at the date of this Agreement, there is no agreement or arrangement or understandings between the Company and/or any of the Company's shareholders and/or any third party, with respect to holdings of the Company's securities, including for buying or selling of the Company's securities, voting rights in the Company, rights to vote in the general meetings of the Company, and including any undertaking to engage in such agreement.
 

3.10.
The Company's periodic report for 2018, its audited financial statements as at December 31, 2018, its reviewed financial statements as at June 30, 2019 and immediate reports (below jointly: the “Company Reports"), were prepared based on correct, complete and up-to-date information that fully, properly, correctly, currently and accurately reflect the state of the Company's business, the Company's financial position, including its equity, assets, liabilities, profits, operating results and cash flows and any other matter, that it is required by law to include in the Company Reports, as of the dates specified in these reports. The Company Reports are prepared, with regard to the financial statements, consistent and in accordance with the International Financial Reporting Standards (IFRS) applicable to the Company, and in accordance with the accounting policies that have been adopted to date and with the Securities Law and Regulations applicable at the date of their signing. Further to that stated in the Company Reports, the Company has no other obligations and/or financial liabilities of any kind towards any person and/or entity whatsoever, whether their due date has passed or not, whether they have materialized or not. From June 30, 2019 through the date of signing of this Agreement, the Company's operations were conducted in the ordinary course of business, and there has been no unusual and/or material transaction and/or material action by the Company that were not reflected in the Company Reports and/or immediate reports.
 
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3.11.
As at the date of this Agreement, the Company is not party to any legal or quasi-legal proceedings or any proceedings whatsoever, before the Securities Authority or before any court of justice, court of law or other tribunal, including in arbitration, mediation or conciliation, and the Company has not received any notice of such proceedings, other than as specified in Appendix 3.11.
 

3.12.
The Company has no commitments whatsoever, of any kind, towards employees and/or consultants, that cannot be canceled within 30 days without payment of a fine or any exit fees, other than the obligation to give 90 day advance notice to the Company's CEO.
 

3.13.
No claims have been filed against the Company and the Company is not aware of any intention to file any motion for the appointment of a receiver and/or trustee in bankruptcy and/or for the appointment of a temporary or permanent liquidator and/or the appointment of a special manager and/or motion for a stay of proceedings. Neither the Company and/or anyone acting on its behalf have taken any measures with regard to a settlement or arrangement with creditors or voluntary liquidation or appointment of a receiver, for any part of its assets. No creditor has exercised a lien or pledge against any of the Company's assets and no foreclosure or execution order has become enforceable, and no property has been foreclosed.
 

3.14.
Other than as specified in Appendix 3.14 of this Agreement, the assets and/or rights of the Company and/or its registered and/or issued share capital, in whole or in part, are not encumbered by any mortgages, pledges, liens, foreclosures and/or other charges, registered or unregistered, and there are no other third party rights whatsoever with respect to them and/or in connection thereto on any of the Company's assets and the Company has not undertaken in any obligation to create a lien and/or to grant any right to any third party with respect to its property, rights and/or shares and/or any part thereof. For the purposes of the foregoing, the term “pledges” also includes endorsement of rights, endorsement of rights by way of lien, granting right of use of assets and negative liens (all the foregoing charges will be known below: the “Charges”).
 

3.15.
Other than as specified in Appendix 3.15 to this Agreement, as of the date of this Agreement, the Company does not employ any outside workers or service providers that may be considered employees and it has not undertaken and is not exposed to any obligation to employ employees or to receive any other services whatsoever.
 

3.16.
As at the transaction closing date, the Company's net liquid capital will not fall below an amount of NIS 0 in cash, excluding bridging loans that MeaTech provided to the Company.
 

3.17.
Other than as set out in the Company's financial statements as at December 31, 2018 the Company is not aware of any objection, complaint or investigation that may have been lodged against the Company or the existence of any warning of an investigation being opened against the Company by the tax authorities. The Company has complied with all the reporting requirements applicable to it, and has submitted to the tax authorities all the reports (including income tax and VAT reports) that it is required to submit under the laws applicable to it, and has made payment, on time, of all applicable tax payments and/or has made appropriate provisions in its financial statements sufficient to pay and fulfill all its obligations to all tax authorities.
 
7

3.18.
The Company provided MeaTech and the Existing Shareholders of MeaTech with all the information and documents concerning the Company and its operations, as well as all information and documents necessary for a reasonable investor to make a decision regarding a transaction of the type that is the subject of this Agreement. The information and/or documents that were provided as aforesaid are correct, comprehensive, accurate and complete and do not include any misleading detail and do not lack any missing detail and/or fact that was not disclosed.
 

3.19.
All the Company’s representations and obligations are to be deemed as having been given not only to MeaTech, but also to the Existing Shareholders of MeaTech .
 

3.20.
The declarations and undertakings pursuant to the provisions of this section 3 will be correct as at the closing date. Without derogating from the foregoing, on the closing date, the Company will revise the foregoing declarations, thus, wherever the statements and appendices contain sections that relate to the date of signing, the statements and appendices would be updated by the Company so that they are correct as at the closing date.
 

3.21.
The Company received all the information, documents and data it requested with regard to MeaTech, its subsidiaries, the transferred MeaTech securities, and the operations of MeaTech and its subsidiaries. It entered into this Agreement after in depth and meticulous due diligence of the state of MeaTech, its subsidiaries, the transferred MeaTech securities, as well as due diligence of the state of their business by professional consultants and to its full satisfaction. The Company asked all the questions it needed, including questions that arose from the data and documents presented to it by MeaTech and/or anyone on its behalf, to make the decision whether or not to enter into this Agreement and all its questions and requests were address in full, to its absolute satisfaction.
 

3.22.
The Company did not receive or rely upon any forward looking information and/or representation and/or guarantees and/or forecasts and/or assessment and/or guarantee and/or any representation regarding the chances of succeeding of MeaTech and/or any of its subsidiaries and/or the operations of any of them and/or regarding profits and/or income that may or may not be generated and/or concerning any other issue or matter.
 

3.23.
The Company is aware that the acquisition of MeaTech’s securities involves risks and it has considered and taken into account all the risks involved.
 

3.24.
Apart from the representations expressly stipulated in sections 4 and 5 below, the Company has not received or depended on any other representations or declarations and it is acquiring the transferred MeaTech shares without any obligations, declarations, responsibilities and/or representations of any kind from MeaTech and/or the Existing Shareholders of MeaTech, including the status of the transferred shares of MeaTech and/or the obligations and rights attached to the transferred MeaTech shares or deriving from them and/or concerning MeaTech, its operations, business or position.
 
4.
MeaTech Declarations
 
MeaTech declares and undertakes, subject to compliance with the preconditions, as follows:
 

4.1.
MeaTech is a private company, which was incorporated in the State of Israel on May 27, 2018.
 

4.2.
MeaTech operates in the food-tech industry, focusing on processes for three-dimensional printing of clean meat, through the use of stem cells, in accordance with and subject to the provisions of any law.
 
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4.3.
MeaTech’s operations are intended to be carried out at the MeaTech offices in Ness Ziona. MeaTech is in the process of developing a prototype for 3D printing of clean meat, using stem cells, and MeaTech holds the intellectual property as set out in Appendix 4.3.  Mr. Sharon Pima is the CEO and CTO of MeaTech and serves as its director, while to the best of MeaTech's knowledge, there is no proprietary restriction that prohibits the products that MeaTech has developed.
 

4.4.
At the time of signing of this Agreement, the registered share capital and issued shares of MeaTech are listed in the attached capital table attached as Appendix 4.4 to this Agreement. Other than as specified in the capital table attached as Appendix 4.4 to this Agreement, MeaTech has not committed to any undertaking towards any third party, whether in an existing, future or contingent engagement, to grant, allot or sell shares, and/or other MeaTech securities, or rights to purchase shares and/or other of MeaTech securities.
 

4.5.
The Existing Shareholders of MeaTech hold 100% of the issued share capital of MeaTech.
 

4.6.
MeaTech hereby declares that, subject to compliance with the preconditions set out in section 6 below:
 

4.6.1.
It has the authority to engage in this Agreement;
 

4.6.2.
Its signature on this Agreement and its execution do not conflict with or contradict: (a) any judgment, order, guidelines and/or directive that any court, judicial body or administrative authority imposed on it; (b) any agreement, undertaking or restriction that the Company is party to;
 

4.7.
MeaTech's financial statements (as defined below) adequately, correctly and accurately reflect MeaTech's business, as well as its equity, assets and liabilities. MeaTech’s financial statements as at December 31, 2019 (“MeaTech’s Financial Statements”) are formulated according to generally accepted accounting principles in Israel. From June 30, 2019 through to the date of signing of this Agreement, MeaTech's operations were conducted in the ordinary course of business, and there has been no unusual and/or material transaction and/or material action by the MeaTech that were not reflected in the MeaTech’s Financial Statements.
 

4.8.
Other than as specified in Appendix 4.8, and to the best of MeaTech's knowledge, the Existing Shareholders of MeaTech have no argument or claim against MeaTech and MeaTech has no debt or obligation towards the Existing Shareholders of MeaTech.
 

4.9.
At the time of signing of this Agreement, MeaTech has completed a capital raising in the amount of NIS 7 million.
 
5.
Declarations of the Existing Shareholders of MeaTech
 
Each of the Existing Shareholders of MeaTech hereby declares and undertakes, separately, with regard to them individually only, and not jointly with the others, subject to compliance with all the preconditions set out in section 6 below, that
 

5.1.
The transfer of the securities of MeaTech held by them to the Company and the fulfillment of its obligations under this Agreement do not conflict with and/or contradict its incorporation documents (if it is a corporation) or any agreement or understanding to which it is a party.
 
9

5.2.
In the event that the participating MeaTech shareholder is a corporation, its engagement in this Agreement, the transfer of MeaTech's securities which it holds and owns, to the Company and its compliance with its other obligations under this Agreement have been duly approved by all its authorized entities and organs.
 

5.3.
It is the legal owner and sole holder of the transferred MeaTech shares as recorded alongside its name in Appendix 5.3, and that they are clear and free of any lien, debt, foreclosure and/or any other third party right (other than as specified in the articles of association of MeaTech). It has not made any commitment to any third party, whether in an existing, future or contingent engagement, to sell the MeaTech securities held by it.
 

5.4.
It has not undertaken, granted or given to any person and/or entity (other than the Company) the right to purchase shares or other securities of MeaTech (including the transferred MeaTech securities) and/or any right to receive securities of MeaTech (including the transferred MeaTech securities) in any other manner, including the right of first refusal, option right, securities convertible to shares and/or any other similar right, which are valid on the date of signing of this Agreement or that will take effect after the date of signing of the Agreement.
 

5.5.
It consents to the transfer of the transferred MeaTech securities to the Company in accordance with and subject to the provisions of this Agreement. It hereby waives any right of first refusal with respect to the transfer of MeaTech securities held by it to the Company.
 

5.6.
It is aware that the Founders Shares that will be allotted to it in accordance with the provisions of this Agreement, including the Founders Warrants, are subject to resale restrictions in accordance with the provisions of the Securities Law and Regulations.
 

5.7.
Other than as set out in this Agreement, there are no agreements, either written or oral, between any of the Existing Shareholders of MeaTech and any holder of shares in the Company, or between holders of MeaTech securities, all or part of them, between one another, or between them and others, regarding the purchase or sale of securities of the Company or regarding voting rights therein.
 

5.8.
It will acquire the Company's shares without obligations, declarations, guarantees and/or representations of any kind on behalf of the Company regarding the Company's shares, including the status of the Company's shares or the obligations and rights attached to the Company's shares or arising therefrom and/or regarding the Company, other than that presented in section 3 above.
 

5.9.
Mr. Sharon Pima hereby declares and undertakes that within a period of 24 months from the date of completion of the merger (the “Contractual Lock-up Period”) he will not dispose of the Company's shares allotted to him as part of the merger transaction to replace his holdings of MeaTech shares. The foregoing undertaking will remain in place until the earliest of the following: a) if the Company or MeaTech is bought out by an unrelated third party, by way of acquisition or merger under which the Company or MeaTech is not the surviving entity (an “Exit Event”); b) if the Company meets the first milestone it may sell up to 25% of its holdings, also prior to the end of the Contractual Lock-up Period; c) if the Company meets the second milestone, it will be able to sell up to 25% of its holdings, also prior to the end of the Contractual Lock-up Period; d) if the Company fails to comply with the foregoing two milestones, the Contractual Lock-up Period will be extended until the date on which the Company does comply with these two milestones; (e) 48 months from the date of completion of the merger. In order to secure this undertaking by Mr. Pima, the foregoing shares will be held in trust by a trustee appointed by the Company. Notwithstanding the foregoing, the Company authorizes Mr. Pima, through the trustee, to sell the minimum number of shares required for payment of tax liabilities that it will be required to pay with respect to the merger, should the merger transaction be concluded in a tax deferral track.
 
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6.
Preconditions
 

6.1.
Completion of the merger is contingent upon compliance with all the preconditions set out below:
 

6.1.1.
Approval by the general meeting of the Company's shareholders, pursuant to the provisions of Sections 274 and 275 of the Companies Law, of the Company's engagement in this Agreement and the execution of all its provisions, including the appointment of directors to be recommended by the Existing Shareholders of MeaTech , approval of the remuneration, terms of employment and terms of office of the directors and officers, as set out in Appendix 6.1.1.
 

6.1.2.
All representations under section 3 above will be materially correct, as at the date of completion, unless MeaTech will waive compliance with this precondition.
 

6.1.3.
All representations under section 5 above will be materially correct, as at the date of completion, unless the Company will waive compliance with this precondition.
 

6.1.4.
Receipt of a decision concerning taxation of the Agreement (pre-rolling) from the Tax Authority, in accordance with the provisions of Chapter E2 of the Income Tax Ordinance, unless the participating Existing Shareholders of MeaTech have waived this precondition in writing. The Company undertakes to send to MeaTech and/or the Existing Shareholders of MeaTech any information and/or document and/or to sign any document required for the purpose of obtaining such pre-rolling, and to assist it and carry out the necessary measures for obtaining the pre-rolling.
 

6.1.5.
Section 350 Arrangement / Sale of the Company’s Operations
 
Approval of a settlement arrangement, pursuant to Section 350 of the Companies Law, between the Company and its creditors and shareholders  (“Creditors’ Settlement) in which, among others, the Tax Authority will be included as a respondent/creditor, and under which the sale of the Company's current operations will be approved, together with all the Company's rights and obligations as at the date of completion of the Creditors' Settlement, so that at the date of completion of the merger, all the Company’s current operations will be transferred to an officer who will be appointed for this purpose by the Company, with the approval of the court, as part of the Creditors' Settlement (the “Settlement Fund”). The appointed officer will act in order to sell the current operations, and any consideration received with regard to such sale, whether received prior to or after the completion of the merger, after payment of taxes, if required, and the expenses of the officer, if appointed by the court as aforesaid, will be transferred to the Company. Thus, after approval of the arrangement and completion of the merger, the Company's sole operation will be MeaTech, and the Company will be free of any debt or liabilities to any third parties, other than as expressly provided in the Creditors' Settlement, and other than the right to receive the proceeds from the sale of the assets, immediately after they have been sold by the officer, as well as any amount that the Company will receive until the date of completion of the merger as a result of the exercise of options or raising of capital that will be executed by the Company by the date of completion of the merger. Under the arrangement, and in order to enable completion of the merger, the Company will request approval to acquire the shares and allot Founders Shares and Founders Rights to MeaTech shareholders, exempt from issuing a prospectus, and subject to the Securities Law lock-up provisions with respect to a private placement of securities of a listed company. This in view of the number of offerees to whom the Company is required to allot securities as part of the acquisition of the MeaTech shares.
 
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6.1.6.
Approval by the general meeting of the shareholders of MeaTech to execute the transaction.
 

6.1.7.
The amount of cash held by the Company at the closing date of the transaction, less the Company's liabilities (separate), is an amount of at least NIS 1 plus any amount that the Company will raise or will receive as a result of the exercise of existing options in the Company. The Company may use these funds only in the normal course of business, and all so that they can be used by the merged company.
 

6.1.8.
TASE approval for listing for trading of the Founders Shares and the shares that will result from the Founders Rights.
 

6.2.
If the preconditions are not met within 90 days from the date of signing of this Agreement, MeaTech may terminate this Agreement without any of the parties having cause or claim against any of the parties. It is clarified that any delay in completing the transaction that is caused due to the demands or requirements of the TASE or the Securities Authority will not be counted.
 
7.
Transition Period
 

7.1.
During the Transition Period and subject to the provisions of any law applicable to public companies, the Company will not carry out any of the following actions, other than with the consent of the Existing Directors of MeaTech, in advance and in writing: negotiations, requests for proposals or soliciting proposals for acquisition of control of the Company or for acquisition of operations for the Company’s revenue purposes, transactions outside of the ordinary course of business.
 

7.2.
During the Transition Period, and subject to the provisions of any law, MeaTech and/or the Existing Shareholders of MeaTech will not carry out any of the following actions, unless with the Company's prior written consent: (a) distribution of dividends or bonus shares; (b) engage in an agreement for the sale of control of MeaTech.
 

7.3.
MeaTech undertakes to contact all its shareholders and inform them of their eligibility to participate in the Agreement as Existing Shareholders of MeaTech.
 

7.4.
At the time of signing this Agreement, MeaTech will submit to the Company: (a) a draft outline of MeaTech operations; and (b) financial statements, drafted in accordance with IFRS; (the foregoing outline and financial statements will be called in this Agreement, the “MeaTech Documents”);
 

7.5.
The Company undertakes to prepare and carry out all actions to ensure that notice is given for the purpose of holding a general meeting of the Company no later than by ____________. For convening of such meeting, MeaTech will send the Company its financial statements as at June 30, 2019 and the outline in a Word file. The Company will act, as quickly as possible, to obtain and prepare all the other documents and materials necessary for issuing such notice.
 

7.6.
The Parties will cooperate with one another to carry out the required actions, as set out in the above provisions of this section.
 

7.7.
In the event that the transaction is completed, the Company will bear the transaction costs incurred by MeaTech.
 
12

7.8.
Until the date of completion of the merger transaction, the Company will refrain from carrying out any capital raising, issuing of shares and/or warrants, unless with the consent of the board of directors of MeaTech.
 

7.9.
The number of Founders Shares that will actually be allotted to the Existing Shareholders of MeaTech may be revised depending on the following circumstances: the number of Founders Shares and Founders Rights that will be allotted to MeaTech shareholders, reflects a holding of 68%, partially diluted. If by the date of completion of the merger the Company will allot shares or warrants or RSU or any other instrument (convertible loan, bond or other) that does not derive from the exercise of existing options of the Company (“Additional Securities”) then, with the agreement of the Parties, the number of Founders Shares and Rights will increase, so that the additional securities or part thereof, as MeaTech will decide, will be deemed as part of the Company's issued and paid-up share capital, partially diluted, and accordingly, the number of shares and warrants that will be allotted to MeaTech shareholders will be revised in order to reflect a holding of 68% of the issued and paid-up share capital of the Company, partially diluted. In any case, and in the avoidance of any doubt, the shares and warrants to be allotted to MeaTech shareholders will not cause their holding to exceed 74.99% of the issued and paid-up share capital of the Company after the transaction.
 
8.
Closing of the Transaction
 

8.1.
At the transaction closing date, the Parties to the Agreement will convene and carry out all of the following actions, jointly and simultaneously:
 

8.1.1.
The Company will present before MeaTech and before the Existing Shareholders of MeaTech:
 

8.1.1.1.
Minutes of the general meeting resolution as required in accordance with the provisions of section 6.1.1 above;
 

8.1.1.2.
Minutes concerning the appointment of directors whose identities will be decided by MeaTech, as directors of the Company, and that will be effective as of the day following the date of completion;
 

8.1.1.3.
A letter of resignation signed by all the directors in office in the Company on that date, and that are not external directors, with the exception of the directors whose continued term of office will be approved by MeaTech, in which they announce their resignation as directors of the Company, effective immediately;
 

8.1.1.4.
Confirmation from an executive officer of the Company that all the preconditions as set out in the foregoing sections have been met, unless MeaTech or the existing shareholders of MeaTech, as the case may be, have waived any of the preconditions as set out above.
 

8.1.2.
MeaTech will hand over to the Company confirmation of the approval of the taxation decision in the Agreement (pre-rolling) as required under section 6.1.4 above, unless the Existing Shareholders of MeaTech have waived the fulfillment of this precondition.
 

8.1.3.
MeaTech will hand over to the Company confirmation that all the preconditions as set out in sections 6.1.13 above have been met, unless MeaTech or the Existing Shareholders of MeaTech, as the case may be, have waived any of the preconditions as set out above.
 

8.1.4.
A meeting of the Company's board of directors will convene at which the authorized signatories of the Company will be changed and replaced by the authorized signatories as will be sent to the Company by MeaTech prior to the date of completion.
 
13

8.1.5.
The Company will send to MeaTech and the Existing Shareholders of MeaTech signed confirmation that there have been no changes in the representations set out in section 2 above, other than as specified in this confirmation, and that these are also correct as at the transaction closing date.
 

8.1.6.
MeaTech will send the Company its signed confirmation that there have been no changes in the representations set out in section 4 above, other than as specified in this confirmation, and that these are also correct as at the transaction closing date.
 
9.
Completion of the Merger
 

9.1.
The completion of the merger and exchange of shares is conditional on the following:
 

9.1.1.
Compliance with the preconditions;
 

9.1.2.
Obtaining TASE approval for listing of the allotted securities for trading;
 

9.2.
As soon as the preconditions are met, the Company will apply for confirmation from TASE to list the allotted securities for trading;
 

9.3.
At the date of completion of the merger, the Parties to the Agreement will convene and carry out all of the following actions, jointly and simultaneously:
 

9.3.1.
MeaTech and the Existing Shareholders of MeaTech will transfer to the Company 100% of the fully diluted issued share capital of MeaTech. Each of the Existing Shareholders of MeaTech will provide the Company signed deeds of transfer with respect to the transferred shares.
 

9.3.2.
MeaTech will provide the Company an updated register of shareholders of MeaTech, under which the Company is registered as the sole shareholder of 100% of the fully diluted issued share capital of MeaTech, and duly signed notices to the Registrar of Companies with regard to the transfer of shares.
 

9.3.3.
The Company will present to MeaTech TASE approval for listing of the allotted securities
 

9.3.4.
The Company will allot the allotted securities to each of the Existing Shareholders of MeaTech and will issue to the Nominee Company a share certificate in respect of the shares to be allotted to each of the Existing Shareholders of MeaTech.
 
10.
Miscellaneous
 

10.1.
Each Party undertakes to produce any certificate, to sign any document and to take any action that it is required to produce or perform to give effect to the provisions of this Agreement and its execution.
 

10.2.
This Agreement reflects and expresses all that is agreed between the Parties with regard to the allotted securities and it supersedes any agreement, arrangement, negotiations and talks conducted by the Parties prior to signing.
 

10.3.
It is hereby agreed that none of the parties will transfer, convert, and/or assign, directly and/or indirectly, for consideration or no, any right or liability under this Agreement.
 

10.4.
Each Party will bear the taxes applicable to it under any law in respect of this transaction, if and to the extent applicable.
 
14

10.5.
Each Party hereby waives any right of set-off and/or lien, unless explicitly provided otherwise in this Agreement.
 

10.6.
Any extension, amendment, addendum and/or other change to this Agreement will be made in writing and will be signed by the Company, MeaTech, and the Existing Shareholders of MeaTech who hold the majority of MeaTech securities, and in any case will not constitute a precedent for other cases.
 

10.7.
If a Party to this Agreement fails to exercise or delays the exercise of its rights arising from or with respect to this Agreement, this will not be construed as a waiver of these rights or as a notice on its part or as any precedent whatsoever, both with respect to an event with regard to which such Party had the opportunity to exercise such rights and with regard to any other event, and it will be entitled to exercise its rights arising from this Agreement and/or with respect thereto and/or lawfully at any time that it deems appropriate.
 

10.8.
Any notice sent by one Party to another to the addresses as set out in the preamble to this Agreement or in Appendix A or to any another address that the other Party has given in writing, will be deemed as received by the Party addressed three days after dispatch by registered mail, and if delivered by hand - at the time of delivery, and if sent by fax - on the first business day after sending.
 
In witness whereof, the Parties have hereunto set their hands
 
/s/ Shmuel Levy
 /s/ Authorized Representative
 

/s/ Sharon Fima
Ophectra Real Estate and Investments Ltd.
 
MeaTech Ltd.

15
Signatures of the Existing Shareholders of MeaTech appear in Appendix A below.
 
16
Appendix A
 
Shareholders of MeaTech
 
Name
ID / Company No.
Address
Number of transferred MeaTech shares
Number of transferred MeaTech warrants
Number of Company shares allotted
Number of Company warrants allotted
Details of bank account to which the Company's shares will be allotted
Signature
MeaTech LTD
515851152
18 Einstein Street, Nes Ziona
38,497
9,838
29,805,506
12,418,960
-
 

We, the undersigned, the holders of shares and/or other convertible securities of MeaTech Ltd.  (the “Company”) hereby confirm, by our signature below, our participation in this Agreement and the sale of our holdings in the Company to Ophectra Real Estate and Investments Ltd. By our signature below we accept the provisions of section 5 above, separately, and not jointly with others.
 
Name
ID / Company No.
Address
Number of shares held in MeaTech
Number of warrants held in MeaTech
Number of Company shares to be allotted
Number of Company warrants to be allotted
Details of bank account to which the Company shares will be allotted
Signature
Sharon Fima
   
3,136
0
1,933,797
805,749
   
Amir Hasidim
   
3,136
0
1,933,797
805,749
   
Omri Schanin
   
3,136
0
1,933,797
805,749
   

17
Name
ID / Company No.
Address
Number of shares held in MeaTech
Number of warrants held in MeaTech
Number of Company shares to be allotted
Number of Company warrants to be allotted
Details of bank account to which the Company shares will be allotted
Signature
Arik Kaufman
   
3,136
0
1,933,797
805,749
   
Yaron Kaiser
   
3,136
0
1,933,797
805,749
   
Meital Goldman
   
3,136
0
1,933,797
805,749
   
AT Pharma
   
154
77
142,445
59,352
   
Avishai Ben Haim
   
1,013
506
936,683
390,284
   
Eitan Mammon
   
1,013
506
936,683
390,284
   
Eli Nidam
   
1,013
506
936,683
390,284
   
Erez Yosef
   
72
36
66,598
27,749
   
Daniel Lipman
   
72
36
66,598
27,749
   
Liad Grupper
   
1,302
651
1,204,306
501,794
   
Moshe Edri
   
145
72
133,812
55,755
   
Saadia Ozeri
   
1,013
506
936,683
390,284
   

18
 
Name
ID / Company No.
Address
Number of shares held in MeaTech
Number of warrants held in MeaTech
Number of Company shares to be allotted
Number of Company warrants to be allotted
Details of bank account to which the Company shares will be allotted
Signature
I.S.T. Trust Ltd.
   
1,447
723
1,338,118
557,549
   
Dudi Nidam
   
289
145
267,624
111,510
   
Daniel (Deborah) Nidam
   
289
145
267,624
111,510
   
Dina Saban
   
579
289
535,247
223,020
   
Kfir Guttman
   
434
217
401,435
167,265
   
Liran Damti
   
3,908
1,954
3,614,769
1,506,154
   
Doron Daum
   
218
109
201,643
84,018
   
Avi Daum
   
144
72
133,195
55,498
   
Sagi Ephraim Abramoff
   
290
145
268,240
111,767
   
Sofia Esther Abramoff
   
290
145
268,240
111,767
   
Gad Avrahamoff
   
1,738
869
1,607,592
669,830
   

19

Name
ID / Company No.
Address
 
Number of shares held in MeaTech
Number of warrants held in MeaTech
Number of Company shares to be allotted
Number of Company warrants to be allotted
Details of bank account to which the Company shares will be allotted
Signature
Ben-Zion Zilberfarb
   
1,738
869
1,607,592
669,830
   
Pinchas Pozilov
   
1,738
869
1,607,592
669,830
   
Avi Epstein
   
290
145
268,240
111,767
   
Avi Epstein
   
58
29
53,648
22,353
   
Avraham Hazan
   
434
217
401,435
167,265
   
                 
Total
   
38,497
9,838
29,805,506
12,418,960
   

 
20

Exhibit 3.1

ENGLISH TRANSLATION OF ARTICLES OF INCORPORATION
OF
MEAT-TECH 3D LTD. (the “Company”)

Contents
 
Section
Subject
Page No.
 
 
 
1.
Introduction
2
2.
Public company
3
3
Purpose of the Company
3
4.
Limitation of liability
3
5.
Amendment of the Articles
3
6.
Charitable Contributions
3
7.
Share capital
3
8.
Issuance of shares and other securities
3
9.
Register of shareholders of the Company and issuance of share certificates
4
10.
Transfer of shares of the Company
5
11.
Bearer share certificate
6
12.
Lien on shares
6
13.
Changes to the share capital
7
14.
Powers of the general meeting
8
15.
Notice of a general meeting
8
16.
Discussions at general meetings
9
17.
Shareholders’ voting
9
18.
Appointment of a voting proxy
10
19.
Voting by proxy statement
11
20.
Appointment and termination of service of directors
11
21.
Chairman of the Board of Directors
12
22.
Acts of the directors
13
23.
Validity of acts and approval of transactions
13
24.
General manager
14
25.
Internal auditor
14
26.
Secretary
15
27.
Auditor
15
28.
Distribution and allocation of dividends and bonus shares
15
29.       
Dividends and bonus shares
15
30.
Acquisition of the Company’s securities
17
31.
Release of Officeholders
17
32.
Indemnification of Officeholders
17
33.
Insurance of Officeholders
19
34.
Exculpation, Indemnification and Insurance – General
19
35.
Merger
19
36.
Liquidation
19
37.
Restructuring of the Company
20
38.
Notices
20
 
 
Chapter One - General
 
1.
Introduction
 
 
1.1
Each of the terms set forth below shall, in these Articles, bear the meaning set out opposite it:
 
 
Law -
the provisions of any (mandatory) law applying in the State of Israel.
 
Administrative Proceeding -
a proceeding according to Chapter H-3 (imposition of financial sanctions by the Securities Authority), H-4 (imposition of administrative enforcement measures by the Administrative Enforcement Commission) or I-1 (conditional arrangement for avoiding the implementation of proceedings or termination of proceedings, which are subject to conditions) of the Securities Law, 5728-1968, as amended from time to time; as well as any other administrative procedure or other or additional administrative enforcement procedure which by law (whether existing or enacted in the future) may be granted indemnification and/or insurance and/or exculpation in respect of expenses incurred in connection therewith or payments or liabilities related to or in respect thereof.
 
Companies Law -
the Companies Law, 5759-1999, or any other provision of Law replacing the same.
 
Securities Law,
5728-1968 -
the Securities Law, 5728-1968, or any other provision of Law replacing the same.
 
Business Day -
a day on which most of the banks in Israel are open for transaction of business.
 
Writing -
printing or any other form of printing words including documents that have been transmitted in writing by fax, cable, telex, e-mail, computer or any other electronic means of communication, that creates or enables the creation of a copy and/or print-out of the document.
 
Securities -
as defined in Section 1 of the Securities Law.
 
Incompetent -
a person declared to be incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.
 
Companies Ordinance -
the Companies Ordinance (New Version) 5743-1983, or any other provision of Law replacing the same.
 
Simple Majority -
a majority of more than one half of the votes of the shareholders entitled to vote and who have voted, personally or by proxy or by means of a voting warrant, except for abstentions.
 
Articles -
the articles of association of the Company as presently framed or duly modified from time to time, either expressly or under any Law.
 
Companies Regulations-
regulations that have been promulgated by virtue of the Companies Law and/or the Companies Ordinance.
 
Securities Regulations -
regulations that have been promulgated by virtue of the Securities Law.
 
Related Company -
a corporation that directly or indirectly controls the Company and/or any other corporation that is, directly or indirectly, controlled by such corporation and/or a corporation that is controlled, directly or indirectly, by the Company.
 
Registered Shareholder-
a shareholder registered in the Company’s register of shareholders.
 
Unregistered Shareholder-
a shareholder who is not registered in the Company’s register of shareholders.
 
 
1.2
In these Articles, the reference to any organ or officeholder is to those of the Company.
 
 
1.3
In the absence of any other provision on the subject and save where the subject matter or the context is inconsistent, the provisions of Sections 3-10 of the Interpretation Law, 5741-1981, will, mutatis mutandis, similarly apply to the interpretation of the Articles.

 
 
Unless otherwise provided in this clause, words and expressions contained in the Articles shall bear the meaning ascribed thereto in the Companies Law, and in the absence thereof in the Companies Law, then the meaning ascribed thereto in the Companies Regulations, and in the absence thereof, the meaning ascribed thereto in the Securities Law, and in the absence thereof, the meaning ascribed thereto in the Securities Regulations, and in the absence thereof, the meaning ascribed thereto in any other Law, save where such meaning is inconsistent with the context in which such word or expression appears, or the purpose of the relevant provision contained in the Articles.
 
2
 
 
Reference herein to any provision of Law that has been amended or repealed shall be regarded as valid as if it were part of these Articles, unless such provision is invalidated as a result of such amendment or repeal.
 
 
 
The provisions hereof are in addition to and do not supersede the provisions prescribed in the Companies Law. In the event of any of the provisions hereof being contrary to that permitted by Law, such provisions will be interpreted to the extent possible in consistency with such provisions of Law.
 
Wherever in these Articles it is stipulated that its provisions are subject to the provisions of the law (or any other similar terminology), the reference is to mandatory legal provisions.
 
2. 
Public company
 
The Company is a public company.
 
3.
Purpose of the Company
 
The purpose of the Company is to engage in any lawful business.
 
4.
Limitation of liability
 
The liability of each of the shareholders in the Company is limited to pay the full amount of the sum that it undertook to pay at the time of the allotment, in respect of the shares allotted to it.
 
5.
Amendment of the Articles
 
Save as otherwise prescribed in relation to any particular provision of these Articles, the Company may alter or replace any of the provisions hereof by resolution that will be adopted by the general meeting by simple majority.
 
6.
Charitable Contributions
 
The Company may make donations even if the same falls outside the framework of business considerations.
 
Chapter Two - Share capital of the Company
 
7. 
Share capital
 
 
7.1
The registered share capital of the Company is 500,000,000 ordinary shares, registered in name, with no par value each (“Share”, “Ordinary Share”, “Shares” or “Ordinary Shares”, as appropriate). Each Share confers the right to receive notices of and to participate and vote in the general meetings. A shareholder has one vote for every fully paid Share that he holds. All the Shares shall rank pari passu in relation to the amounts of equity paid or credited as paid on account of their par value, in all matters relating to a dividend, the distribution of bonus shares and any other distribution, repurchase and participation in the distribution of the Company’s surplus assets upon liquidation.
 
 
7.2
The provisions of these Articles with respect to shares shall similarly apply to other securities that will be issued by the Company, mutatis mutandis.
 
8. 
Issuance of Shares and other securities
 
 
8.1
No pre-emption right - The existing shareholders of the Company shall have no right of pre-emption, preferential right or any other right to acquire securities of the Company. The Board of Directors may, at its absolute discretion, first offer securities of the Company to all or some of the existing shareholders.
 
3
 
8.2
Redeemable securities - The Company may issue redeemable securities that confer rights and are subject to terms as shall be determined by the Board of Directors.
 
 
8.3
Commissions - The Company may pay a commission to any person (including underwriting fees) in consideration of underwriting, marketing or distribution services of the Company’s securities, either absolutely or conditionally, on such conditions as will be determined by the Board of Directors. The payments mentioned in this paragraph may be paid in cash or in securities of the Company, or partly in one and partly in the other.
 
 
8.4
The Board of Directors may provide for differences among the holders of the securities of the Company in relation to the terms of allotment of the Company’s securities and the rights attached thereto and may vary such conditions, including a waiver of part thereof. The Board of Directors may further issue to the securities holders demands for unpaid sums in respect of the securities that they hold.
 
 
8.5
Unless otherwise provided by the terms of allotment, any payment on account of a share will first be credited on account of the par value and only thereafter on account of the premium on any share.
  
 
8.6
A shareholder shall not be entitled to his rights as shareholder, including a dividend, unless he has fully paid the amounts under the terms of the issuance, with the addition of interest, linkage and expenses, if any, and all unless otherwise determined in the terms of the allotment.
 
 
8.7
The Board of Directors may forfeit and sell, re-allot or otherwise dispose of any security for which the full amount has not been paid, as they decide, including for no consideration.
 
 
8.8
Save for the rights and obligations that are excepted by these Articles or which by Law are granted to or imposed on any former holder of a security, the forfeiture of a security shall nullify at the time of forfeiture, any right in, or claim or demand against, the Company, in relation to the security.
 
9. 
Register of shareholders of the Company and issuance of share certificates
 
 
9.1
The secretary of the Company, or any person who has been appointed by the Board of Directors of the Company, shall be responsible for maintaining the register of shareholders and the register of material shareholders. A shareholder shall be entitled to receive from the Company, free of charge, within two months of the allotment or registration of the transfer (unless the terms of issuance state otherwise) one certificate or a number of certificates as resolved by the Company for all the shares of a certain class that are registered in his name, denoting the number and class (if any) of the shares and any other detail the Board of Directors shall deem to be important. In the event of a share that is held jointly, the Company shall not be bound to issue more than one certificate to the joint holders, and the delivery of any such certificate to any one of the joint holders shall be deemed to be delivery to all.
 
 
9.2
The Board of Directors may close the registers of the shareholders for up to an aggregate period of 30 days in any year.
 
 
9.3
Each certificate shall bear the seal or stamp of the Company or its printed name and the signature of two of the following persons: the general manager, the chief financial officer and the secretary of the Company; or the signature of any such other person who will have been appointed by the Board of Directors for such purpose.
 
 
9.4
The Company is entitled to issue a new certificate in place of a certificate that was issued and lost or defaced or destroyed, on receipt of proof and indemnity as required by the Company, after payment of any such amount as determined by the Board of Directors. The Company may, pursuant to a resolution of the Board of Directors, replace existing certificates with new ones, without payment, subject to the conditions that will be determined by the Board of Directors.
 
 
9.5
Where two or more persons are registered as joint holders of a share, each of them shall be entitled to acknowledge the receipt of dividend or other payments in respect of the said share, and such acknowledgement will be binding on all the holders of that share.
 
 
9.6
The Company may recognize a trustee as holder of a share and issue a share certificate in the trustee’s name provided the trustee will have given notice of the identity of the beneficiary of the trust. The Company shall not be bound or required to recognize any equitable or contingent right or a future right or partial right or any other right in respect of any such share, other than the absolute right of the registered shareholder of each share, unless on the basis of a judicial order or pursuant to the requirements of any Law.
 
4
10. 
Transfer of Shares of the Company
 
 
10.1 
Shares of the Company may be transferred.
 
 
10.2
The transfer of Shares that are registered in the Shareholder Register will not be recorded in the name of a registered shareholder, unless an original signed transfer deed (the “Transfer Deed”) has been submitted to the Company, unless otherwise determined by the Company’s Board of Directors. A Transfer Deed will be drawn up in the following format or in best approximation thereof or in another format approved by the Board of Directors.
 

Instrument of Share Transfer

I, the undersigned ______________I.D./corporate no. ___________________
of ___________________ (the “Transferor”)
transfer to _____________________ I.D./corporate no. ___________________
of__________________________ (the “Transferee”)
In consideration of the sum of NIS ___________
(in words____________New Shekels) paid to me for ______ shares of par value_______ NIS each, marked with the numbers ___________to __________, (inclusive) of the Company _____________Ltd., (the “Company”) to be held by the Transferee, the administrator of his estate and by his successors on the conditions on which I held the same at the time of the execution hereof and I, the Transferee, agree to take the said shares on such conditions, and subject to these the Articles of the Company, from time to time.

IN WITNESS WHEREOF we have signed this _____ day of ___________ ___.

Name and signature of the Transferor:__________________
Name of the lawyer witness to the signature: __________________
Name and signature of the Transferee:_______________
Name of the lawyer witness to the signature: __________________
 

The transfer of Shares that have not been fully paid, or of Shares on which the Company has a lien or a pledge, will not take effect, unless approved by the Board of Directors, which is entitled, at its sole discretion and without providing reasons therefore, to decline to record such transfer.
 
The Board of Directors may reject the transfer of such Shares and may also condition the transfer of such Shares upon the undertaking by the transferee, in the amount and in the manner to be determined by the Board of Directors, to repay the liabilities of the transferor in respect of the Shares or the liabilities with respect to which the Company has a lien or a pledge on the Shares.
 
 
10.3
The transferor will continue to be deemed the holder of the Transferred Shares until the name of the transferee is recorded in the Company’s Shareholder Register.
 
 
10.4
The Transfer Deed will be submitted at the registered office of the Company to be recorded, together with the certificates of registration (if issued) of the Shares that are to be transferred and any other evidence that may be required by the Company regarding the proprietary right of the transferor in the Shares or his right to transfer them.
 
 
10.5
A joint shareholder who wishes to transfer his right in the Share but is not in possession of the Share certificate will not be required to attach the Share certificate to the Transfer Deed, provided that the Transfer Deed specifies that the transferor is not in possession of the Share certificate pertaining to the Share in which the right is being transferred and that the Transferred Share is jointly held by others, whose details are provided.
 
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10.6
The Company may require the payment of a fee for the recording of the transfer in an amount or at a rate as shall be determined by the Board of Directors from time to time.
 
 
10.7
Upon the passing away of the holder of Shares in the Company, the Company shall recognize the custodians or the estate administrator, the executor of the will, or in the absence of these the legal heirs of the shareholder, as the exclusive parties eligible to the Shares of the shareholders, this after receiving proof of such eligibility, as shall be determined by the Board of Directors.
 
 
10.8
If a shareholder who passes away held Shares jointly with others, the Company will recognize the surviving party as the holder of said shares, unless all joint holders of the Share notified the Company in writing prior to the passing away of any of them of their wish not to apply the provisions of this Article; nevertheless, this will not suffice to exempt the heir of a joint shareholder from any obligation that would have been required of the joint shareholder had he not passed away.
 
 
10.9
A person who acquires a right in Shares in his capacity as custodian, estate administrator, heir of a shareholder, receiver, liquidator or trustee in the bankruptcy of a shareholder or under another provision of the Law, is entitled, subject to providing proof of his right as shall be required by the Board of Directors, to be registered as the shareholder or to transfer them to another person, subject to the provisions of the Articles with respect to transfer.
 
 
10.10
A person who acquires a right to a Share as a result of its transfer by virtue of Law, shall be entitled to a dividend and to the other rights pertaining to the Share and shall also be entitled to receive and give receipts for a dividend or other payments made in connection with the Share, but shall not be entitled to receive notices in respect of the Company’s general meetings (to the extent that such right exists), and to participate or vote therein in connection with that Share or to use any right conferred by the Share, except as stated above, until he is registered in the Shareholder Register.
 
11. 
Bearer share certificate
 
The Company will not issue bearer share certificates.
 
12. 
Lien on shares
 
 
12.1
The Company shall have a first charge and right of lien on all shares that are not fully paid up and registered in the name of each shareholder and on the proceeds of sale thereof (whether or not they have matured for payment), in relation to monies which have been demanded or which shall become payable on a fixed date for such share.  The Company shall have a first lien on all the shares (other than fully paid up shares) registered in the name of a shareholder as security for the monies due from him, or his assets, whether solely or jointly with others.  Such lien shall also apply to dividends declared from time to time in respect of these shares.
 
 
12.2
The Board of Directors may, in order to exercise any such charge or lien, sell the shares that are, in whole or in part, subject to the lien in any manner they may deem fit, but no sale shall be made until notice in writing is given to such shareholder concerning the Company’s intention to sell the shares and such sums have not been paid within fourteen days of the notice. The net proceeds of any such sale, after payment of costs of the sale, shall be used to pay the debts or the liabilities of the shareholder and the balance (if any) shall be paid to him.
 
 
12.3
If a sale of shares is made in order to enforce a charge or lien by the apparent exercise of the powers conferred above, the Board of Directors is entitled to register them in the Shareholder Register in the name of the purchaser, and the purchaser shall not be bound to check the legality of the proceedings or the manner in which the proceeds of the sale have been used.  After the said shares have been registered in the Shareholder Register in the purchaser’s name, no person shall have any right to challenge the validity of the sale.
 
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13. 
Changes to the share capital
 
The general meeting may decide to take any of the following actions at any time, provided that such resolution of the general meeting is passed by a simple majority:
 
 
13.1
Increase of the registered share capital
 
To increase the registered share capital of the Company, whether or not all of the Shares registered at such time have been issued. The increased share capital will be divided into Shares conferring ordinary rights, preference rights, deferred rights or other special rights (subject to the special rights of an existing class of Shares) or subject to the conditions and restrictions relating to a dividend, repurchase, voting or other conditions, as directed by the general meeting in its resolution to increase the registered share capital. This is all subject to the provisions of Section 46B of the Securities Law, which provides that the capital of a company whose Shares are listed for trade on the stock exchange for the first time will comprise a single class of shares.
 
 
13.2
Amendment of rights
 
 
13.2.1
Whenever the share capital is divided into different classes, the Company shall be entitled, subject to a resolution being passed at the shareholders’ meeting by simple majority, unless otherwise provided by the terms of issuance of the Shares of the same class, to amend the rights conferred by any class of the Company’s Shares, provided that the written consent of all the holders of Shares of such class has been obtained or that the resolution was approved in a general meeting of the holders of Shares of such class, by a simple majority or - if otherwise provided in the terms of issuance of a specific class of Company Shares - as provided in the terms of issuance of such class of Shares. All being subject to the provisions of Section 46B of the Securities Law, which determines that the capital of a company whose shares are listed for trade on the stock exchange for the first time will comprise a single class of shares.
 
 
13.2.2
The rights conferred upon the holders or the owners of a class of Shares, whether issued with ordinary rights or with preference rights or with other special rights, shall not be deemed to have been amended by the creation or the issuance of other Shares conferring the same rights, or the amendment of the rights attached to existing Shares, unless otherwise provided in the terms of issuance of such Shares.
 
 
13.3
Consolidation and re-division of the share capital
 
The Company will be allowed to consolidate and re-divide its share capital, in whole or in part, into Shares with a higher or lesser par value than that set out in the Articles. In the event that, as a result of the consolidation, certain shareholders remain with fractional Shares, the Board of Directors shall be entitled, subject to obtaining the approval of the general meeting in a resolution on the consolidation of capital as stated above:
 
 
13.3.1
To sell all the fractions, and for that purpose to appoint a trustee in whose name the Share certificates that include the fractions will be issued, who will sell them, and the proceeds, net of commissions and expenses, will be divided among those eligible. The Board of Directors shall be entitled to decide that shareholders that are entitled to proceeds in an amount that is less than a specified sum determined by it, will not receive proceeds from the sale of the fractions as above, and their share in the proceeds will be divided among the shareholders that are entitled to proceeds in an amount that exceeds the specified sum so determined, in proportion to the share of the proceeds to which they are entitled;
   
 
13.3.2
To issue to each shareholder with respect to which the consolidation and re-division results in a fractional Share, Shares of the class of Shares existing prior to the consolidation, fully paid, in such number which after consolidation of the fraction will suffice for one whole Share, and such allotment will be considered to be valid shortly before the consolidation;
 
 
13.3.3
To determine that shareholders shall not be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of half or less of the number of Shares whose consolidation creates one consolidated Share, and shall be entitled to receive a consolidated Share in respect of the fraction of a consolidated Share resulting from the consolidation of more than half of the number of Shares whose consolidation creates one consolidated Share.
 
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In the event that an action pursuant to paragraphs 13.3.2 or 13.3.3 above requires the allotment of additional Shares, these shall be paid in the manner applicable to the payment of bonus shares. Consolidation and re-division as above will not be deemed as the amendment of the rights attaching to the Shares to which the consolidation and re-division relate.
 
 
13.4
Cancellation of registered share capital that has not been allotted
 
To cancel registered share capital that has not yet been allotted, provided that the Company has no obligation to allot such Shares.
 
 
13.5
Division of share capital
 
To divide the share capital of the Company, in whole or in part, into Shares with a lesser par value than that stipulated in the Articles by dividing all or part of the Company’s Shares at the same time.
 
Chapter Three - General Meetings
 
14. 
Powers of the general meeting
 
 
14.1
Matters falling within the power of the general meeting
 
Resolutions of the Company on the following matters shall be adopted by the general meeting:
 
 
14.1.1
Amendment of the Articles.
 
 
14.1.2
The exercise of powers by the Board of Directors, provided the general meeting has determined by simple majority of the votes of the shareholders entitled to vote and who have voted, that the Board of Directors is constrained from exercising its powers and also that the exercise of any of its powers are essential for the proper management of the Company.
 
 
14.1.3
Approve actions and transactions requiring the approval of the general meeting pursuant to the provisions of Sections 255 and 268 to 275 of the Companies Law (provided that there are no other legal provisions according to which the approval of the general meeting in accordance with such sections is not required).
 
 
14.1.4
Any resolution which pursuant to Law or the Articles is to be adopted by resolution of the general meeting.
 
 
14.1.5
Any power that is conferred on the general meeting by Law.
 
 
14.2
Power of the general meeting to transfer powers among the bodies
 
The general meeting may, by simple majority of the votes of the shareholders who are entitled to vote and who have voted, take powers that are conferred upon any other body and transfer the powers that are conferred on the general manager to the Board of Directors, all for a specific matter or for a specific period of time that shall not exceed the time that is required in the circumstances.
 
15. 
Notice of a general meeting
 
The Company will provide notices to shareholders regarding the convening of an annual or special general meeting, as required and in the manner and at the time permitted by law. Unless otherwise provided by law, notice of a general meeting may be given by the Company to its shareholders by publishing an immediate report, as well as by publishing an announcement convening the general meeting on the Company's website or through two widely circulated daily newspapers published in Hebrew in Israel.

Except as aforesaid, the shareholders registered in the shareholders' register shall not be notified of a general meeting (annual or special), except to the extent required by law. Insofar as there is mandatory provision in the law to the contrary, the Company will be entitled to convene a general meeting with 14 days' notice.
 
The notice of a general meeting will specify the time and place of the convening of the meeting, its agenda, a summary of the proposed resolutions and any details required by Law.
 
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16. 
Discussion at general meetings
 
 
16.1 
Quorum
 
The discussion at a general meeting shall not commence unless a quorum is present at the time of the discussion. Two shareholders who are present in person or by proxy, and which hold or represent at least thirty-three-and-one-third percent (33 1/3%) of the voting rights in the Company, shall constitute a quorum. In determining a quorum, a shareholder or his representative, who also serves as the proxy of other shareholders, shall be deemed as two or more shareholders, in accordance with the number of shareholders represented by him.

 
16.2 
Adjournment of the general meeting in the absence of a quorum
 
If half an hour has elapsed from the time set for the meeting and a quorum is not present, the meeting shall be adjourned to the following business day, at the same time and place, or to a different date, as shall be determined by the Board of Directors in a notice to the shareholders. The Company shall announce the adjournment of the meeting and the date of the adjourned meeting in an immediate report.
 
If a quorum is not present at the adjourned meeting, as stated above, a minimum of one shareholder, whether present in person or by proxy, shall be deemed as constituting a quorum, unless the meeting was convened at the request of shareholders.
 
 
16.3
Chairman of the general meeting
 
The Chairman of the Board of Directors shall chair every general meeting, and in his absence, anyone appointed for this purpose by the Board of Directors. In the absence of a Chairman, of if the Chairman fails to appear at the meeting after 15 minutes have elapsed from the time set for the meeting, the shareholders who are present at the meeting shall elect as chairman one of the Company’s directors or officers who are present at the meeting, or if no director or officer is present at the meeting or all have declined to chair the meeting, shall elect one of the attending shareholders, or any of the attending officers, to chair the meeting.
 
The chairman of the meeting shall not have an additional or a casting vote.
 
The decision of the chairman of a general meeting that a resolution has been passed unanimously or by a certain majority or has been rejected and the minutes of the general meeting signed by the chairman constitute prima facie proof of that fact.
 
17. 
Shareholders voting
 
 
17.1
Majority – Resolutions at a general meeting shall be adopted by a simple majority, unless another majority is required by Law. The majority will be determined by a count of votes, each Share conferring one vote upon its holder.
 
 
17.2
Ownership confirmation – An Unregistered Shareholder is required to provide to the Company confirmation of ownership at least two business days prior to the date of the general meeting. The Company is entitled to waive such requirement.
 
 
17.3
Voting by an incompetent person – An incompetent person may vote only through a trustee, a natural custodian or another legal custodian. These persons may vote in person or by proxy.
 
 
17.4
Voting by joint holders of a Share – In the event that two or more shareholders jointly hold a share, one of them shall vote, whether in person or by proxy. If more than one of the joint holders wishes to participate in a vote, only the primary joint holder may vote. For this purpose, the primary joint holder will be the person whose name appears first in the Shareholder Register.
 
 
17.5
The manner of voting and the counting of the votes will be in accordance with the provisions of the Companies Law. A resolution shall be adopted in a general meeting if it has received the majority required therefor by Law or the provisions of these Articles.
 
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18. 
Appointment of a voting proxy
 
 
18.1
Voting by proxy
 
A shareholder may appoint a proxy to participate and vote in his place, whether at a particular general meeting or generally at the Company’s general meetings, provided that a letter of authorization concerning the appointment of the proxy is delivered to the Company at least two business days prior to the date of the general meeting, unless the Company waives this requirement. A proxy is not required to be a shareholder of the Company.
 
If the letter of authorization does not refer to a particular general meeting, then a letter of authorization that has been deposited before one general meeting shall also be valid for subsequent general meetings.
 
The above shall also apply to a shareholder that is a corporation, which appoints a person to participate and vote on its behalf in the general meeting. 
 
 
18.2 
Format of the letter of authorization
 
The letter of authorization shall be signed by the shareholder or by a person authorized for such in writing, and if the appointer is a corporation, the letter shall be signed in a manner that is binding upon the corporation. The Company is entitled to demand the receipt of a written confirmation, to its satisfaction, of the authority of the signatories to bind the corporation. The letter of authorization shall be drawn up in the format set out ’below. The Company Secretary or the Company’s Board of Directors shall be entitled, at their discretion, to accept a letter of authorization in a different format, provided that the changes are immaterial. The Company shall only accept an original letter of authorization or a copy of the letter of authorization, provided that it has been confirmed by a notary or by a lawyer admitted in Israel.
 

Instrument of proxy
 
[Name of the Company]
 
[Address of the Company]
Date: _______________

Dear Sir/Madam,

Re: Annual/special general meeting of ___________________ (the “Company”)

That will be held on ____________________ (the “Meeting”)

I, the undersigned _____________, I.D. no./registered no. _________________ of _________________ Street, being the registered owner of _________________ (*) ordinary shares of NIS_________ par value each, hereby empower _________________ I.D.(**) _______________ and/or _________________ I.D.(**) _______________ and/or _________________ I.D.(**) _______________ to attend and vote in my name and on my behalf at the above Meeting and at any adjourned meeting of the Company/at any general meeting of the Company, until I notify you otherwise.
 
____________
Signature

 
 (*)
A registered shareholder may grant a number of proxies, each relating to a different number of the Company’s shares that he holds, provided he shall not grant proxies for a number larger than that which he holds.
 
(**)
In the case of a proxy not holding an Israeli I.D., the passport number and the country of issue should be inserted where appropriate.
 

 
18.3 
Validity of the letter of authorization
 
The voting under a letter of authorization shall be valid even if prior to such vote the appointer passes away, or becomes incompetent, or becomes bankrupt, or in the case of a corporation - is liquidated, or has canceled the letter of authorization, or has transferred the Share with respect to which it was given, unless a written notice of such occurrence is received at the registered office of the Company before the meeting.
 
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18.4
Disqualification of letters of authorization
 
Subject to the provisions of any Law, the Company Secretary may, in his discretion, disqualify letters of authorization if there is reasonable concern that these have been forged or have been given with respect to Shares for which other letters of authorization were issued.
 
19. 
Voting by written proxy
 
In accordance with these Articles and with the provisions of the Companies Law and the regulations promulgated thereunder, the shareholders of the Company are entitled to vote at general meetings of the Company on all issues with respect to which the possibility of voting by written proxy is required by Law as well as on issues with respect to which the Company’s Board of Directors may choose, from time to time, to allow voting by written proxy.
 
 
Chapter Four - Board of Directors
 
20. 
Appointment of directors and termination of service
 
 
20.1
Number of Directors – The number of directors of the Company shall be no less than three (3) and no more than eleven (11) (including external directors), unless otherwise resolved by the general meeting.
 
 
20.2
Appointment and Replacement of Directors at the Annual Meeting
 
 
20.2.1
The directors shall be elected at every annual meeting and shall serve in office until the end of the following annual meeting, and for as long as no annual meeting has been convened, unless their office shall be vacated prior to such time in accordance with the provisions of these Articles. The directors who are elected shall take office commencing from the end of the meeting at which they were elected, unless a later date is specified in the resolution of their appointment.
 
 
20.2.2
The general meeting may, at any time by simple majority, dismiss a director, and it may resolve, at that time, to appoint another person in his place. The director whose dismissal is on the agenda of the meeting shall be given a reasonable opportunity to present his position to the meeting.
 
 
20.2.3
At every annual meeting, the directors appointed at the previous annual meeting shall be deemed to have retired from office. A retiring director may be re-elected. Notwithstanding the foregoing, in the event that no directors were appointed at the annual meeting, the directors currently serving shall continue to do so.
 
 
20.2.4
A special meeting of the Company may appoint directors to the Company in  place of directors whose office has been terminated and also in any event that the number of the members of the Board of Directors shall be less than the minimum number specified in the Articles or by the general meeting. In addition, a special meeting of the Company may terminate the tenure of a director subject to the provisions of the Companies Law.
 
 
20.2.5
The provisions of Sections 20.2.1 - 20.2.4 above shall not apply to the appointment and the continuation in office of external directors, in respect of whom the provisions of the Companies Law shall apply.
 
 
20.2.6
Subject to the provisions of Law with regard to the expiration of the tenure of a director, but notwithstanding Section 230 of the Companies Law, the tenure of a director shall not be terminated except as set forth in this chapter.
 
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20.3
The Appointment of Directors by the Board of Directors – The Board of Directors may appoint an additional director or additional directors to the Company, whether for the purpose of filling an office which has been vacated for any reason or whether in the capacity of an additional director or additional directors, provided that the number of the directors shall not exceed the maximum number of the members of the Board of Directors. Each director so appointed shall serve in office until the first annual meeting held after his appointment. These directors may be re-elected by a simple majority of the general meeting, unless their tenure was terminated by the Board of Directors or by the general meeting.
 
 
20.4
Date of Commencement of Tenure as a Director – The elected directors shall take office commencing from the end of the general meeting at which they were elected or on the date of their appointment by the Board of Directors as stated in Section 20.3 above, as the case may be, unless a later date shall be determined in the resolution regarding their appointment.
 
 
20.5
Alternate Director – Subject to the provisions of Law, a director may, from time to time, appoint for himself an alternate director (“Alternate Director”), remove such Alternate Director, and also appoint another Alternate Director in place of an Alternate Director whose office has been vacated for any reason, whether for a particular meeting or permanently.
 
 
20.6
Director’s Proxy – Subject to the provisions of Law, each director and each Alternate Director may appoint a proxy to participate in and to vote, instead of them, at any meeting of the Board of Directors or of a committee of the Board of Directors. Such an appointment may be general or for the purpose of a single meeting or several meetings. Should a director or an Alternate Director be present at such a meeting, the proxy may not vote instead of the director who appointed him. Such an appointment shall be in effect in accordance with that stated therein or until the cancellation thereof by the appointer. A director or Alternate Director of the Company may serve as such a proxy.
  
 
20.7
Continuation of the Board of Directors’ activity after termination of the tenure of a director – If the office of a director is vacated, the remaining directors may continue to act as long as their number has not fallen below the minimum number required in these Articles or by the general meeting. If the number of directors falls below the above number, the remaining directors may act solely to convene a general meeting of the Company.
 
 
20.8
Meetings held by communication and not convened – At a meeting convened by any means of communication, it shall be sufficient if all the directors who are entitled to participate in the discussion and in the vote can hear one another simultaneously.

The Board of Directors may pass resolutions without actually convening, provided that all the directors who are entitled to participate in the discussion and vote on the matter of the proposed resolution have agreed not to convene to discuss such matter. Resolutions so passed will be documented in minutes of the resolutions, including the resolution not to convene, and be signed by the Chairman of the Board of Directors. A resolution passed in accordance with this paragraph shall be valid for all purposes as if it had been passed at a meeting of the Board of Directors, duly convened and held.
 
 
20.9
Fees of Board of Directors’ members – Subject to the provisions of the Companies Law, the Company may pay directors remuneration for performing their duties as directors.
 
21. 
Chairman of the Board of Directors
 
 
21.1
Appointment – The Board of Directors shall elect one of its members to serve as Chairman of the Board of Directors and shall, in the resolution of the appointment, determine the period for which he will hold office. Unless otherwise provided by the resolution of his appointment, the Chairman of the Board of Directors shall hold office until another is appointed in his stead or until his service as Chairman shall be terminated by the Board of Directors or until he ceases to serve as director, whichever is the earliest. If the Chairman of the Board ceases to serve as a director of the Company, the Board of Directors shall appoint a new Chairman.
 
 
21.2
Absence of casting vote – In the event of a tie vote on a resolution of the Board of Directors, the Chairman of the Board or the person who has been appointed to preside over the meeting shall have no additional vote.
 
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22. 
Acts of the Directors
 
 
22.1
Convening of Board of Directors meetings
 
Every notice of a meeting of the Board of Directors may be given orally or in writing, provided the notice shall be given a reasonable time before the time appointed for the meeting. Notwithstanding the foregoing, in urgent cases and with the consent of a majority of the directors, the Board of Directors of the Company may convene for a meeting without notice.
 
Such notice shall be given in writing, by fax, e-mail or other means of communication, all to the address or fax number, e-mail address or address to which notices may be sent by other means of communication, as appropriate, and as conveyed by the director to the Company upon his appointment, or by notice in writing to the Company thereafter. Notice of meetings of the Board of Directors shall include all the business which is on the agenda, in reasonable detail.
 
No notice shall be sent to an Alternate Director or proxy who has been appointed unless the director has given notice that he wishes the notice to be sent to him also.
 
 
22.2
Quorum – The quorum for meetings shall be a majority of the members of the Board of Directors, who are not prevented by Law from attending the meeting, or such other quorum as shall be fixed by the Board of Directors by a majority of its members from time to time.
 
 
22.3
Validity of the acts of the directors in case of an incompetent director – Subject to any Law, all the acts that have been done in good faith at a meeting of the Board of Directors or by a committee of the Board of Directors or by any person acting as director shall be valid notwithstanding if it be susbequently discovered that there was some defect in the appointment of any such director or person so acting or that they or any of them were disqualified, as if every such person had been duly appointed and was qualified to be a director.
 
 
22.4
Committees of the Board of Directors

Subject to the provisions of the Companies Law, the Board of Directors may appoint committees of the Board and may also delegate to such committees any of its powers.

The committees of the Board shall report to the Board on a regular basis its resolutions or recommendations. Resolutions or recommendations of Board committees requiring Board approval shall be submitted to the directors, a reasonable time before discussion by the Board. The Board of Directors may revoke a resolution of a committee appointed by it, but such revocation shall not affect the validity of any resolution of a committee pursuant to which the Company shall have acted with respect to any other person who did not know of such revocation.
 
23. 
Validity of acts and approval of transactions
 
 
23.1
Subject to the provisions of any Law, all acts done by the directors or by a committee of the directors or by any person acting as director, or as a member of a committee of the Board, or by the general manager, as appropriate, shall be effectual even if it is subsequently discovered that there was some defect in the appointment of the Board of Directors, the Board committee, the director being a member of the committee or the general manager, as applicable, or that any of such officeholders were disqualified from holding office.
 
 
23.2
Subject to the provisions of the Companies Law:
 
 
23.2.1
No officer shall be disqualified from holding office in the Company by reason of the holding shares of the Company or being an  office holder of the Company or of any other corporation,  including a corporation of which the Company is an interested party, or which is a shareholder of the Company. No officeholder shall similarly be disqualified from acting as such in the Company by reason of his entering into or following the engagement of any such corporation mentioned above in any agreement with the Company on any matter in any manner whatsoever.
 
 
23.2.2
The service of a person as officeholder of the Company shall not disqualify him or his relative or another corporation that is an interested party therein from entering into any contract with the Company in transactions in which the officeholder has a personal interest in any way.
 
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23.2.3
An officeholder shall be entitled to attend and vote at discussions with regard to the approval of transactions or acts in which he has a purported personal interest, as detailed in paragraphs 23.2.1 and 23.2.2 above.
 
 
23.3
Subject to the provisions of the Companies Law, a general notice to the Board of Directors by the officeholder or controlling shareholder of the Company regarding his/its personal interest in any particular entity, detailing that personal interest, shall constitute sufficient disclosure by the officeholder or controlling shareholder to the Company regarding his/its personal interest, for the purpose of entering into any transaction with such entity that is not an extraordinary transaction.
 

 
23.4
Subject to the provisions of the Companies Law, a transaction between the Company and an officer or a transaction between the Company and another person in which an officer of the Company has a personal interest, and which are not exceptional transactions, will be approved by the board or directors or by the audit committee or by the chief executive officer of the company or by a vice president of the company, so long as he/she has no personal interest in the transaction. Such an officer will not approve engagements concerning the terms of office and employment of officers. Such approval can be from one time for a particular transaction and up to a general approval for a particular type of transactions.

Chapter Five - Officeholders, Secretary, Internal Auditor and Auditor
 
 24. 
General Manager
 
 
24.1
The Board of Directors may, from time to time, appoint a general manager for the Company and may appoint more than one general manager. The Board may also at any time dismiss or replace the general manager as it deems fit, subject to the terms of any contract between him and the Company. The general manager shall be responsible for the ongoing management of the Company’s affairs in the framework of the policy that has been set by the Board, and subject to its directions.
 
 
24.2
The general manager shall have all the managerial and executive powers that have been conferred upon him by Law or by these Articles or by any other body of the Company, subject to any Law and except those powers which have been transferred from him to the Board. The general manager shall be subject to the supervision of the Board of Directors.
 
 
24.3
The general manager may, with the approval of the Board, delegate any of his powers to another person who is subordinate to him; such approval may be general and given in advance.
 
 
24.4
Without derogating from the provisions of the Companies Law and any Law, the general manager shall submit reports to the Board of Directors on such matters, at such times and to such extent as shall be determined by the Board, either by specific resolution or in the framework of the Board procedures.
 
 
24.5
The general manager will promptly notify the Chairman of the Board of any irregular matter that is material to the Company, and if there is no Chairman of the Board or he is constrained from fulfilling his duties, the general manager shall give notice thereof to all members of the Board of Directors.
 
 
24.6
The general manager may from time to time appoint officeholders of the Company (other than directors and a general manager) for such permanent, temporary and special duties as the general manager shall deem fit, and may similarly terminate the services of one or more of such persons, at any time.
 
25. 
Internal auditor
 
 
25.1
Where required by law, the Board of Directors of the Company will appoint an internal auditor in accordance with the proposal of the audit committee.
 
 
25.2
The Chairman of the Board of Directors will be the supervisor within the Company’s organization over the internal auditor.
 
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25.3
The internal auditor will submit to the audit committee a proposal for the annual or periodic work program, such program to be approved by the audit committee with such changes as it deems appropriate.
 
26. 
Secretary
 
The Board of Directors may appoint a secretary for the Company on such conditions as it deems fit and appoint an under-secretary and define the scope of their duties and powers. The general manager or the person empowered by him in such respect shall, if no secretary shall have been appointed for the Company, fulfill the duties that are prescribed for the secretary according to any Law, these Articles or by resolution of the Board, and, in the absence of a general manager, such duties shall be performed by the person who will have been appointed in such respect by the Board of Directors.
 
The secretary of the Company shall be responsible for all the documents that are kept at the registered office of the Company, and shall maintain the registers that the Company maintains by Law.
 
27. 
Auditor
 
 
27.1
Subject to the provisions of the Companies Law, the general meeting may appoint an auditor for a period exceeding one year, as will be determined by the general meeting.
 
 
27.2
The Board of Directors will determine the remuneration of the Company’s auditor for audit activities as well as for additional non-audit-related services, unless otherwise directed by the Company in general meeting.
 
Chapter Six – Maintaining and Distribution of Share Capital
 
28. 
Distribution and allocation of dividends and bonus shares
 
A resolution by the Company to distribute a dividend, bonus shares, or any other distribution, including a distribution that does not meet the profit criterion set by the Companies Law, and the terms thereof, will be approved by the Company’s Board of Directors.
 
29. 
Dividend and bonus shares
 
 
29.1
Right to a dividend or bonus shares
 
A dividend or bonus shares shall be distributed to those who are registered in the Company’s Shareholder Register on the date of the resolution to make the distribution or on another date that shall be specified in such resolution.
 
 
29.2 
Payment of the dividend
 
 
29.2.1
The Board of Directors may, in its discretion, decide that the dividend shall be, fully or partly, paid in cash, or by way of distribution of assets in kind, including securities or otherwise.
 
The Board of Directors may, prior to deciding on the distribution of a dividend, set aside any amounts out of retained earnings, as it shall see fit, to a general fund or a reserve fund for the distribution of a dividend, the distribution of bonus shares or any other purpose, as shall be determined by the Board of Directors in its discretion.
 
Until use is made of the above funds, the Board of Directors may invest the amounts set aside as above and the monies of the funds in any investment, as it shall see fit, may manage such investments, may change them, or may use them for any other purpose, and shall be entitled to divide the reserve fund into special funds and to use each fund or a part thereof for the business of the Company, without holding it separately from other assets of the Company, all in the discretion of the Board of Directors and on such terms as it shall determine.
 
 
29.2.2
Manner of payment
 
 
 
Unless otherwise determined in the resolution on the distribution of the dividend, any dividend may be paid net of the tax applicable under any Law, by a check to the payee only, which will be sent by registered mail to the address of record of the shareholder entitled thereto, or by bank transfer. Any such check will be made to the order of the person to whom it is being sent. A dividend in kind will be distributed as shall be determined in the distribution resolution.
 
15
 
 
In the case of registered joint holders, the check shall be sent to the shareholder whose name appears first in the Shareholder Register in relation to the joint holding.
 
 
 
The sending of the check to a person whose name, or in the case of joint holders the name of one of the joint holders, appears in the Shareholder Register on the record date as the holder of a Share, shall be deemed as a release in connection with all the payments made in respect of that Share.
 
 
 
The Company may decide that checks below a certain amount will not be sent, and the amounts of dividend that would have been payable, as above, shall be deemed as an unclaimed dividend.
 
 
 
The Company may set off from the amount of the dividend to which a shareholder is entitled any debt of the shareholder to the Company, whether it has matured or not.
 
 
29.2.3
Unclaimed dividend
 
 
 
The Board of Directors may invest any dividend that is not claimed within one year of its declaration or otherwise use it for the benefit of the Company, until it is claimed. The Company shall not be required to pay interest or linkage on an unclaimed dividend.
 
 
 
At the end of one year from the date of payment of any unclaimed dividend, the Company shall be entitled to use such unclaimed dividend for any purpose whatsoever and the shareholder who is entitled to such unclaimed dividend shall not have any claim in this respect.
 
 
29.3
Capitalization of earnings to funds and distribution of bonus shares
 
 
29.3.1
Funds – The Board of Directors may, in its discretion, set aside into special capital reserves any amount out of the retained earnings of the Company or from the revaluation of its assets, or its proportionate share in the revaluation of the assets of its affiliates, and determine the purpose of such reserves. The Board of Directors may also cancel such reserves.
 
 
29.3.2
Distribution of bonus shares – Subject to the provisions of the Companies Law, the Board of Directors may decide to allot bonus shares and to turn into share capital part of the Company’s earnings, as defined in Section 302(b) of the Companies Law, from share premium or from any other source within its equity, as stated in its most recent financial statements, in an amount that shall be determined by the Board of Directors and which will not fall below the par value of the bonus shares.
 
 
 
Bonus shares that have been allotted will be deemed as having been paid-up.
 
 
 
Having decided on the allotment of bonus shares, the Board of Directors shall be entitled to decide that the Company will transfer to a special fund that will be designated for the future distribution of bonus shares, such amount that, turned into share capital, would be sufficient to allot to any person who, at such time and for any reason, holds a right to purchase Shares in the Company (including a right that may be exercised only at a later date) the bonus shares to which he would have been entitled had he exercised the right to purchase the Shares shortly before the record date for the eligibility for the bonus Shares (in this Section: the “Record Date”). In the event that, subsequent to the Record Date, the holder of said right exercises his right to purchase the Shares or a part thereof, the Company will allot him the number and par value of bonus shares to which he would have been entitled had he exercised his right to purchase the shares that he had purchased in practice, shortly before the Record Date. The bonus shares will entitle their holders to participate in the distribution of dividends starting on the date that shall be determined by the Board of Directors. For the purpose of determining the amount that is to be transferred to the above special reserve, any amount that has been previously transferred to this reserve in respect of prior distributions of bonus shares shall be deemed as an amount that has been capitalized and out of which Shares have been allotted that entitle the holders of the right to purchase Shares to receive bonus shares.
 
16
 
 
For purposes of the distribution of bonus shares, the Board of Directors may settle, as it sees fit, any difficulty that may arise and  make adjustments, including the decision not to distribute fractional Shares, the issuance of certificates for a cumulative amount of fractional Shares, the sale of the fractions and the payment of their consideration to those that are entitled to receive the fractional bonus shares, and to decide that payments to the shareholders will be made in cash, or that fractions with a value less than a specified amount (and if not specified, less than NIS 50) shall not be taken into account in performing such adjustments.
 
30. 
Acquisition of the Company’s securities
 
The Company may acquire its own securities, and may, in such a case, cancel the same.
 
Chapter Seven – Exculpation, Indemnity and Officeholders’ Insurance
 
31. 
Release of officeholders
 
The Company may exculpate, in advance and retroactively, an officeholder from his liability, in whole or in part, due to damage following breach of the duty of care to the Company, to the maximum extent permitted by any Law. Notwithstanding the above, the Company is not entitled to exculpate a director in advance from his liability to the Company due to a breach of the duty of care with respect to a distribution, or in connection with a resolution or transaction in which a controlling shareholder or an officeholder of the Company (including any officeholder other than the one for whom an exculpation letter is granted) has a personal interest.
 
32. 
Indemnification of officeholders
 
The Company may indemnify officeholders of the Company to the maximum extent permitted by any Law. Without derogating from the generality of the foregoing, the following provisions shall apply:
 
 
32.1
The Company may indemnify an officeholder of the Company on account of a liability or expense imposed upon him or which he incurred following an act which he carried out in his capacity as an officeholder of the Company, as set forth below:
 
 
32.1.1
Financial liability that was imposed upon him in favor of another person pursuant to a judgment, including a compromise judgment or an arbitrator’s award approved by a court;
 
 
32.1.2
Reasonable litigation expenses, including attorneys’ fees paid by an officeholder following an investigation or proceeding conducted against him by an authority authorized to conduct such investigation or proceeding, and which ended without the filing of an indictment against him and without any financial obligation being imposed on him as an alternative to a criminal proceeding, or which ended without the filing of an indictment against him but with the imposition of a financial obligation as an alternative to a criminal proceeding for an offense which does not require proof of mens rea or in connection with a financial sanction; in this section –
 
a)          The conclusion of a proceeding without the filing of an indictment in the matter in which a criminal investigation was opened – is treated as the closing of the case under Section 62 of the Criminal Procedure Law [Consolidated Version], 5742-1982 (in this subsection the “Criminal Procedure Law”), or suspension of proceedings by the Attorney General pursuant to Section 231 of the Criminal Procedure Law.
 
b)           “Monetary Liability as an Alternative to a Criminal Proceeding” –Monetary liability imposed by Law as an alternative to a criminal proceeding, including an administrative fine under the Administrative Offenses Law, 5746-1985, a fine for an offense defined as a fineable offense under the provisions of the Criminal Procedure Law, financial sanction or ransom;

17
  
32.1.3
Reasonable litigation expenses, including attorneys’ fees paid by the officeholder or which he was required to pay by a court, in a proceeding filed against him by the Company or on its behalf or by another person, or in criminal charges from which he was acquitted, or in criminal charges in which he was convicted of an offense which does not require proof of mens rea;
 
 
32.1.4
A financial obligation imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
 
 
32.1.5
Expenses incurred by an officeholder in connection with an Administrative Proceeding conducted in his regard, including reasonable litigation expenses, and including attorneys’ fees;
     
 
32.1.6
Expenses incurred by an officeholder in connection with a proceeding under the Antitrust Law, 5748-1988 and/or in connection with it (a “Proceeding Under the Antitrust Law”), conducted regarding him, including reasonable litigation expenses, and attorneys' fees;
 
 
32.1.7
Any other liability or expense in respect of which it is permitted or shall be permitted by Law to indemnify an officeholder.
 
 
32.2
Indemnification in Advance

The Company may give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liability or expense as set forth in Section 32.1.1 above, provided that the advance indemnity undertaking shall be limited to types of events which, in the opinion of the Board of Directors, may be foreseen, in light of the Company’s actual operations at the time of the provision of the indemnity undertaking, and also to such amount or criterion as the Board of Directors has determined to be reasonable given the circumstances of the matter, and when the indemnity undertaking specifies the events which, in the opinion of the Board of Directors, may be foreseen, in light of the Company’s actual operations at the time of the provision of the undertaking, and also the amount or criterion as the Board of Directors has determined to be reasonable given the circumstances of the matter. The Company may also give an undertaking, in advance, to indemnify an officeholder of the Company in respect of any liabilities or expense as set forth in Sections 32.1.1, 32.1.3, 32.1.4, 32.1.5, 32.1.6 and 31.1.7 above.
 
 
32.3
Retroactive Indemnification

The Company may indemnify an officeholder of the Company retroactively.
 
 
32.4
Maximum indemnity

The maximum indemnity amount payable by the Company to all the officeholders who are entitled to receive indemnity, either in advance or retroactively, according to all the indemnity letters that the Company will grant to the officeholders (including indemnity letters that it has granted to officeholders of its held companies), if and to the extent it will grant the same in respect of the grounds set out in paragraphs 32.1.1 - 32.1.7 above, shall not exceed, in the aggregate, the greater of 25% of shareholder equity (as reported in the Company’s last published consolidated financial statements, as of the date of each payment in respect of the indemnity commitment) and USD 20 million.
 
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33. 
Insurance of officeholders
 
 
33.1
The Company may insure officeholders of the Company, to the maximum extent permitted by any Law. Without derogating from the generality of the foregoing, the Company may engage in a contract to insure the liability of an officeholder of the Company in respect of any liability which shall be imposed on him and/or expenses incurred or to be incurred following an act carried out in his capacity as an officeholder of the Company, in any one of the following events:
 
 
33.1.1 
Breach of the duty of care to the Company or to any other person;
 
 
33.1.2
Breach of the fiduciary duty to the Company, provided that the officeholder acted in good faith and had reasonable grounds to assume that his act would not adversely affect the Company’s best interests;
 
 
33.1.3
Financial liability imposed upon him in favor of another person;
 
 
33.1.4
Financial liability imposed on the officeholder for the benefit of all of the parties damaged by the violation of an Administrative Proceeding;
 
 
33.1.5
Expenses incurred or to be incurred by an officer in connection with an Administrative Proceeding, including reasonable litigation expenses, and including attorneys’ fees;
     
 
33.1.6
Expenses incurred or to be incurred in connection with a proceeding under the Antitrust Law, including reasonable litigation expenses, and including attorneys’ fees;
 
 
33.1.7
Any other event in respect of which it is permitted and/or shall be permitted by Law to insure the liability of an officeholder.
 
34. 
Exculpation, Indemnification and Insurance – General
 
 
34.1
The provisions set forth above with regard to exculpation, indemnification and insurance are not intended to and shall not restrict the Company in any manner in its engagement in a contract with regard to the exculpation, insurance or indemnification of the following persons:
 
 
34.1.1 
Persons who are not officeholders of the Company, including employees, contractors or consultants of the Company, who are not officeholders of the Company;
 
 
34.1.2 
 
 
Officeholders of other companies. The Company may engage in a contract with regard to the exculpation, indemnification and insurance of officeholders of companies under its control, associated companies or other companies in which it has any interest, to the maximum extent permitted by any Law, and for this purpose, the provisions set forth above in the matter of the exculpation, indemnification and insurance of officeholders of the Company shall apply, mutatis mutandis.
 
 
34.1.3
In respect of officeholders of the Company – in a situation that such insurance and/or indemnification are not expressly prohibited by any Law.
 
 
34.2
It shall be clarified that in this Chapter, an undertaking with regard to the exculpation, indemnification and insurance of officeholders, as stated above, may remain in effect also after the officeholder has ceased to serve as an officeholder of the Company.
 
Chapter Eight - Merger, liquidation and re-organization of the Company
 
35. 
Merger
 
Subject to any Law, the majority required to approve a merger by the general meeting or class meeting will be a simple majority, all provided that the approval of the shareholders for the merger is required in accordance with the provisions of the law.

36. 
Liquidation
 
 
36.1 
If the Company is liquidated, whether voluntarily or otherwise, the liquidator may, with the approval of a general meeting, distribute in kind among the shareholders parts of the Company’s assets, including determining the order of preference for the payment of the accumulated dividend and the return of the paid-up share capital and, subject to a similar approval, may deposit any part of the Company’s assets with trustees on behalf of the shareholders, as the liquidator, subject to the above approval, shall see fit.
 
19
 
36.2 
Subject to special rights attaching to Shares, if Shares are allotted with special rights, the Company’s Shares will rank pari passu in relation to the amounts of equity paid or credited as paid on account of their par value, in all matters relating to repurchase and participation in the distribution of the Company’s surplus assets upon liquidation.
 
37.
Restructuring of the Company
 
 
37.1 
Upon the sale of assets of the Company, the Board of Directors, or the liquidators (in the event of liquidation), if so authorized by a resolution passed in the Company’s general meeting by a simple majority, may receive Shares paid in whole or in part, debentures or securities of another company, Israeli or foreign, whether incorporated or about to be incorporated for the purpose of acquiring the assets of the Company or a part thereof, and the directors (if the Company’s earnings so allow) or the liquidators (in the event of liquidation) may distribute among the shareholders the above Shares or securities or any other assets of the Company without exercising them or depositing them with trustees on behalf of the shareholders.
 
 
37.2 
The general meeting may, subject to a resolution passed in the Company’s general meeting by a simple majority, decide on the evaluation of the above securities or assets at such price and in such manner as shall be decided by the general meeting, and the shareholders will be required to accept any evaluation or distribution authorized as above and to waive their rights in this matter, other than to the extent that the Company is pending liquidation or is in the process of liquidation, those legal rights (if any) which, pursuant to the provisions of the Law, may not be changed or may not be deviated from.
 
Chapter Nine - Notices
 
38. 
Notices
 
 
38.1
Notices to the shareholders of the company shall be governed by the provisions of Section 15 of these articles.
 
A notice or any other document may be delivered to every shareholder: to shareholders appearing in the Company’s register of shareholders – either in person or by sending it by registered mail  addressed to the address of such shareholder as recorded in the register of shareholders or to any address of which such shareholder has given notice in writing to the Company as being an address for delivery of notices; or to all shareholders (including registered shareholders) – by means of publication in two newspapers in Israel, the filing of an immediate report or by publication on the Company’s website, as determined by the Company.
 
 
38.2
All notices that are to be given to shareholders will be given with respect to shares held jointly, to the person whose name is referred to first in the shareholder register and any notice given in this manner shall be sufficient notice to such shareholders.
 
 
38.3
Any notice or other document that has been given or sent to the shareholder pursuant to these Articles shall be deemed to have been duly given and sent with respect to all the shares that are held by him (whether the shares are held by him alone or by him jointly with others), even if said shareholder passed away at that time, or went bankrupt, or an order was issued for his liquidation, or a trustee or liquidator or a receiver over his Shares was appointed (whether or not the Company knew about it),  until another person is registered in his stead in the register as holder thereof, and such delivery or dispatch shall be deemed to be sufficient if made to any person having a right in the shares.
 
 
38.4
Any notice or other document that has been sent by the Company by mail to an address in Israel shall be deemed to have been delivered within 48 hours of the date on which the letter containing the notice or the document has been posted, or within 96 hours in the case of an address abroad, and in proving delivery it shall be sufficient to prove that the letter containing the notice or the document was properly addressed and posted.

 
38.5
The accidental omission to give notice regarding a general meeting or non-receipt of any notice by a shareholder of any meeting or other notice shall not cause the disqualification of a resolution adopted at such meeting or of any proceedings based on such notice.
 
 
38.6
Any shareholder and any member of the Board may waive his right to receive notices or to receive a notice at any particular time and may agree that a general meeting of the Company or meeting of the Board, as the case may be, shall convene and be held notwithstanding the fact that he has not received any notice thereof or despite the notice not having been received in the time required.
 
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Exhibit 5.1
 
 
February      , 2021

Meat-Tech 3D Ltd.
18 Einstein Street
Ness Ziona 7414001
Israel 
 
Ladies and Gentlemen,
 
Re: Registration Statement on Form F-1
 
We refer to the Registration Statement on Form F-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), by Meat-Tech 3D Ltd., a company organized under the laws of the State of Israel (the “Company”), relating to the offering by the Company of up to        American Depositary Shares (“ADSs”), each representing         ordinary shares, no par value, of the Company (“Ordinary Shares”) (the ADSs being registered under the Registration Statement are referred to herein as the “Offering ADSs”).

The Offering ADSs will be issued under the Deposit Agreement, to be dated on or about         , 2021, among the Company, the Bank of New York Mellon, as Depositary (the “Depositary”), and the owners and holders from time to time of ADSs issued thereunder (the “Deposit Agreement”).

In connection with this opinion, we have examined such corporate records, other documents and such questions of Israeli law as we have considered necessary or appropriate for the purposes of this opinion, and we have assumed the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. Upon the basis of such examination, we are of the opinion that upon the issuance and deposit with the Depositary (or its custodian) of the Ordinary Shares to be represented by the Offering ADSs in the manner described in the Deposit Agreement, the Ordinary Shares to be represented by the Offering ADSs will be duly authorized, validly issued, fully paid and non-assessable.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to this firm in the sections of the Registration Statement entitled “Legal Matters” and “Enforceability of Civil Liabilities.”  In giving such consent, we do not believe that we are “experts” within the meaning of such term as used in the Act, or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise. This consent is not to be construed as an admission that we are a party whose consent is required to be filed as part of the Registration Statement under the provisions of the Act.

Very truly yours,


Kaufman Rabinovich Kaiser Raz, Law Firm

Exhibit 10.1

Date: ____________.
 
Attn.
 
_________
 

Dear Sir or Madam,
 
Re: Letter of Indemnification

Whereas:    The Articles of Association of ______________ (“the Company”) allow the Company to indemnify office holders (nosei misra) of the Company;
 
And
 
Whereas    On _______ the Company's Board of Directors resolved, after having received approval of the Company’s Audit Committee,  to approve the provision in advance of indemnification for the office holders of the Company and/or of the Other Company (as such term is defined below) in accordance with the terms of indemnification stipulated in this letter, and insofar as  the Company granted you a letter of indemnification prior to the date of grant of this letter of indemnification, then your signature on this letter of indemnification will cancel the previous letter of indemnification, and the provisions of this letter of indemnification will enter into force;
 
And
 
Whereas:    On _______ the Company’s General Meeting also approved such resolution;
 
And
 
Whereas:    You serve and/or are employed as an office holder of the Company and/or of the Other Company;
 
We hereby inform you as follows:
 
1.
The Company hereby undertakes, subject to the provisions of the law and of the Company’s Articles of Association, as follows:
 

1.1.
In your capacity as an office holder of the Company, the Company hereby undertakes to indemnify you in advance for any liability and/or expense, as detailed below, that will be imposed on you or that you expend due to actions you took (including prior to the date of this letter of indemnification), or that you will take, in your capacity as an employee or office holder of the Company or in your capacity as an employee or office holder, at the Company's request, of another corporation in which the Company holds shares or other rights, directly or indirectly, or in which the Company has an interest (the “Other Company”), as follows:
 

1.1.1
A financial liability imposed on you in favor of another person by court ruling, including a ruling issued as a compromise or arbitration ruling certified by the court, subject to the said financial liability being connected, directly or indirectly, to one or more of the categories of events, or any of them or anything related to them, that are stipulated in the addendum to this letter of indemnification, which is an integral part thereof, (the “Addendum”), provided that the maximum amount of indemnification does not exceed the amount stated in Section 1.2 below, which was set by the Company's Board of Directors, since it is reasonable under the circumstances;
 

1.1.2
Reasonable legal expenses, including attorneys’ fees, incurred in respect of an investigation or proceedings conducted against you by an authority duly authorized to conduct an investigation or proceeding, and which terminated without an indictment being served against you and without a financial sanction having been imposed upon you in place of criminal proceeding, or that terminated without an indictment being served against you but with a financial sanction in place of criminal proceedings for an offense that does not require proof of criminal intent, or in connection with a financial sanction.

In this paragraph - “Termination of proceedings without an indictment in the case for which a criminal investigation had been opened” and “a financial sanction in place of criminal proceedings” are used in accordance with their respective meanings in Section 260(A)(1a) of the Companies Law as amended from time to time.
 

1.1.3
Reasonable legal expenses, including attorneys’ fees, incurred or charged by a court, in proceedings filed against you by the Company or by the Other Company, or in its name or by another person, or in a criminal indictment of which you are acquitted, or in a criminal indictment in which you are convicted of an offense that does not require proof of criminal intent.
 

1.1.4
Expenses, including reasonable legal expenses, including attorneys’ fees, expended in respect of proceedings in your case in accordance with Chapter H3, H4, I1 of the Securities Law, 1968 (the “Securities Law”) and proceedings under Section 4 of Chapter Four of the Ninth Part of the Company’s Law, 1999 (the “Companies Law”) and any similar administrative proceeding that can be indemnified according to law (“Administrative Proceeding”).
 

1.1.5
Payment to a victim of breach as stated in Section 52(54)(A)(1)(A) of the Securities Law.
 

1.1.6
Liability or other expense permitted in law, including on account of an amendment and/or extension and/or modification of any of the sections detailed above in accordance with the provisions of the law.
 
In this section, “another person” - includes the case of a claim filed against an office holder by way of a derivative claim.
 

1.2
The amount of indemnification in respect of Section 1.1.1 above, together with the amounts of indemnification for the cause of action that is the subject of Section 1.1.1 above according to the other letters of indemnification granted or that will be granted in this matter to office holders of the Company and employees of the Company serving, or who will serve, at the Company’s request as office holders in Other Companies (“Letter of Indemnification Holders”) (in addition to amounts received from the insurance company, if they are received, in the framework of insurance purchased by the Company) for each office holder of the Company, cumulatively, for one or more of the types of events detailed in the Addendum, will not exceed the cumulative amount  equal to 25% of the Company’s  shareholders’ equity according to the financial statements known before the actual payment of indemnification (the “Maximum Indemnification Amount”).
 
It is hereby stipulated that payment of the said indemnification amount will not derogate from any right to receipt of insurance proceeds for the types of events detailed in the Addendum, insured by an insurance company, that the Company will receive on your behalf from time to time, if received, in the framework of any directors’ and officers’ liability insurance policy of the Company.
 
For the avoidance of doubt it is stipulated that the Maximum Indemnification Amount under this letter will apply beyond the amount paid (if and to the extent paid) as part of the insurance and/or indemnification of each individual and other body that are not the Company. However, the Company’s undertaking to indemnify will not apply to an event for which the insurer acknowledges responsibility under the insurance policy and pays the office holder the required amount, such that you would be paid double compensation for the liability or expense that is indemnifiable as stated above and in the event that you receive indemnification from the Company's insurer under the directors’ and officers’ liability policy, or under any other indemnification agreement, for the matter that is the subject of indemnification, indemnification will be provided at the level of the difference between the amount of the financial liability imposed on you and expenses, and the amount received under the insurance policy or other indemnification agreement for the same case, on condition that the amount of indemnity that the Company committed to does not exceed the Maximum Indemnification Amount.
 

1.3
If and to the extent the total amount of the indemnity that at any time the Company is required to pay for a cause that is the subject of Section 1.1.1, in addition to the total amount of all the indemnity amounts the Company has paid up to that date under letters of indemnification for the cause that is the subject of Section 1.1.1 above, will exceed the Maximum Indemnification Amount or the balance of the Maximum Indemnification Amount, as applicable, such amount will be divided between the office holders who were entitled to indemnification, such that the indemnification amount that each said office holder will receive will be calculated based on the pro-rata ratio between the indemnification amount to which an office holder is entitled and the indemnification amount that each said office holder will be entitled to cumulatively at that date, for these demands. For clarification, to the extent there is a difference between the Maximum Indemnification Amount set for each holder of a letter of undertaking for indemnification by the Company, on account of their holding letters of undertaking for indemnification having different wording, each of the office holders entitled to indemnification will be entitled to indemnification in accordance and subject to the Maximum Indemnification Amount stipulated in the letter of indemnification granted him, and it will not be deemed as is stated in Section 1.2 above, and in this Section 1.3, to be adding to the terms of the other letters of indemnification that the Company granted directors and officers in the past.
 
If the Company has paid indemnity amounts to an office holder of the Company at the level of the Maximum Indemnification Amount, the Company will not bear additional indemnity amounts unless payment of additional indemnity amounts will be approved by the Company’s organs that are authorized to approve this increase according to law, at the date of payment of the additional indemnity amounts and subject to changing the Company’s Articles of Association, if so required, according to law.
 

1.4
Interim payments
 
If an event occurs for which you are likely to be entitled to indemnification in accordance with the above, the Company will make available to you, from time to time, the required monies to cover the expenses and other various payments involved in these legal proceedings and/or Administrative Proceedings, including investigations, mediation and arbitration , such that you will not be required to pay or finance them yourself, all subject to the terms and provisions of this letter of indemnification.
 
In the event that the Company pays you, or in place of you, any amounts in the framework of this letter of indemnification in respect of the legal proceedings and/or Administrative Proceedings against you as aforesaid, and thereafter it becomes evident that you are not entitled to indemnification from the Company for those amounts, or if amounts for these expenses are received from the insurance company, then the provisions of Section 1.8 below will apply.
 

1.5.
Terms of Indemnification
 
Without derogating from the aforesaid, the undertaking to indemnify under this letter is subject to the provisions of this section:
 

1.5.1
Notice of Indemnification: You will inform the Company of any legal proceedings, including mediation or an investigation by an authority authorized to  conduct an investigation or proceeding that is opened against you, in connection with any event for which indemnification is likely to apply (the “Proceeding”), and of any threat or warning of which you will be informed in writing that a proceeding will be opened against you, promptly after having been first made aware of the matter, and you will transfer to the Company, or to whom it will inform you, any document that will be sent to you in connection with this proceeding.
 

1.5.2
Handling the defense:
 

a.
The Company will be entitled to take upon itself, by notice that will be sent to you,  the handling of your defense against these Proceedings or to give over the said handling to any attorney that the Company will appoint for this purpose (except for an attorney who will be unacceptable to you for reasonable reasons including conflict of interests, and in such a case the attorney for the case will be determined by the office holder subject to the Company's agreement, which is obliged to be provided in writing in advance to identify the attorney and the terms of his fees). The Company and/or the attorney will be entitled to act exclusively as part of the aforementioned handling, and will be entitled to bring the Proceedings to a close, as they shall deem correct, and will send you ongoing reports on progress of the Proceedings and will be in contact with you concerning its handling; the attorney appointed will act and will have a duty of trust to the Company and to you. Where a conflict of interests will be created between you and the Company in your defense in those Proceedings, the attorney will inform you of such and you will be entitled to take your own attorney within the constraints enumerated in sub-section 1.5.2 below, and the provisions of this letter of indemnification will apply to the expenses you will incur for the said appointment.
 

b.
The Company will not be entitled to terminate the said Proceedings by way of a compromise and/or settlement (within the meaning of the term in Section 54A of the Securities Law, as amended from time to time) (the “Settlement”), in  a manner in   which, as a result, you will be required to pay amounts that will not be indemnified under this letter of indemnification and that will also not be paid as part of the directors’ and officers’ liability insurance policy purchased and/or that will be purchased by the Company, except with your prior, written agreement to the compromise and/or Settlement that will be reached. Similarly, the Company will not be entitled to bring the dispute that is the subject of the above Proceedings to a decision by way of mediation or arbitration except with your prior, written agreement, on condition that you do not refuse to grant your agreement except on reasonable grounds that will be informed to the Company in writing. For the avoidance of doubt it is hereby stipulated that even if the dispute in the Proceedings will be transferred to mediation or arbitration or a Settlement or in any other way, the Company will be responsible for the related expenses as part of the expenses of this letter of indemnification and subject to the provisions of the law.
 

c.
Notwithstanding the foregoing, the Company will not be entitled to terminate the above Proceedings by way of a compromise and/or Settlement and/or to bring the dispute that is the subject of the above Proceedings to a decision through mediation or conciliation or arbitration in the event of criminal indictments against you, unless you provide your prior, written agreement. You can refuse to give your agreement stated in this sub-section at your sole discretion without being required to provide reasons for your non-agreement.
 

d.
At the Company's request you will sign any document that will authorize any said attorney to handle your defense in your name in those Proceedings and to represent you in all related matters, in accordance with the foregoing. After the Company will have informed you that it intends to manage the defense on its own, as stated, the Company will not be liable to you under this letter of indemnification for any legal expenses, including attorneys’ fees expended by you for the defense thereafter.
 

e.
If the Company will not inform you within 14 days from the date of receipt of the indemnification notice as stated above that it will assume responsibility for your defense in the said Proceedings, or if you object to being represented by the Company’s attorneys on reasonable grounds or out of concern for a conflict of interests, you will be entitled to appoint your own attorney (the “Other Attorney”), subject to the fees to be paid to the Other Attorney requiring prior authorization by the Company. If the Company does not approve the entire amount of fees requested, and the office holder decides not to dispense with the services of the Other Attorney, the office holder will be entitled, if he so wishes, to receive from the Company the amount of fees approved, and the balance can be paid by the office holder on his own..
 

f.
It should be noted that if the Company and/or the office holder will likely be entitled to indemnification as part of the officers’ insurance, in respect of the Proceedings, and an attorney will be appointed as stated above, taking into account the insurer’s right to determine the identity of the attorney who will represent the office holder in the Proceedings, and the obligations of the Company in this matter under the above insurance, especially if according to the terms of the insurance the insurer is entitled to determine the identity of the attorney who will represent the lawyer in the Proceedings, such that otherwise the insurer will have to be released from its obligation to indemnification or to reduce it. In any event, the Company will make its best efforts, as part of the terms of the insurance and subject to them, to influence the choice of attorney in accordance with the office holder’s wishes.
 

1.5.3
Cooperation with the Company:
 
You will cooperate with the Company and/or with the attorney stated above and will fulfill all the instructions of the insurers under the directors’ and officers’ liability insurance that the Company contracted for in connection with defense in the Proceedings; in any reasonable manner that will be required of you by one of them as part of their handling of the Proceedings, on condition that the Company will ensure cover for all your expenses involved in this such that you will not be required to pay them or finance them yourself, subject to what is stated in this letter of indemnification.
 

1.5.4
Coverage of Liabilities:
 
Whether the Company acts according to what is stated in Section 1.5.2 above or not, it will ensure cover for all the said expenses and liabilities, insofar as it is obliged to indemnify you in respect of them, such that you will not be required to pay for or finance them yourself, in accordance with the terms of this letter of indemnification. It is hereby stipulated that nothing in the foregoing will derogate from the Company’s right in the first instance to direct the case to the insurance company for coverage.
 

1.5.5
Non-application of indemnification in cases of compromise, arbitration, admission and Settlement:
 
Your indemnification in respect of any Proceedings against you, as stated in this letter, will not apply to any amount that comes from you following compromise or arbitration or a Settlement, unless the Company agrees in writing to that compromise or to fulfill this arbitration or to enter into this Settlement, as applicable. The Company will not refuse this compromise or arbitration or to enter into this Settlement, as applicable, on grounds that are unreasonable.
 
Similarly, the indemnification will not apply in the event of your admission to a criminal indictment for an offense that does not require proof of criminal intent unless your admission received the prior, written agreement of the Company.
 
Without derogating from the provisions of Section 1.5.3 above, the Company will be entitled, in its discretion, but not obliged, to indemnify the office holder under this letter of indemnification for amounts paid in settling any other demand, claim or proceedings that was arrived at without the Company’s written agreement.
 

1.5.6
Non-applicability of indemnification in cases of indemnification or insurance from a third party:
 
The Company will not be required to pay under this letter of indemnification monies actually paid to you, or on your behalf or instead of you, in any manner as part of insurance (that the Company purchased) or any undertaking of indemnification of anyone else apart from the Company. The provisions of this section will not apply to the deductible that applies under the terms of the Company’s directors’ and officers’ liability insurance policy. In respect of the Company’s obligation for indemnification for an action you took or will take in your capacity as an office holder and/or employee of an Other Company, the following provisions shall apply:
 
If your demand to receive indemnification and/or insurance cover for an action you took in the capacity of your position in the Other Company and it is likely to be indemnifiable under this letter of indemnification, will be rejected by the Other Company or the insurance company of the Other Company, as applicable, the Company will pay you under this letter of indemnification the amounts to which you will be entitled under this letter of indemnification, if you are entitled to these amounts and you assign to the Company your rights to receive amounts from the Other Company and/or under the insurance policy of the Other Company and you will authorize the Company to collect these amounts in your name if such authorization will be required to fulfill the provisions of this section. In this regard you undertake to sign any document that will be required by the Company to assign your said rights and the Company’s agreement to collect the said amounts in your name.
 
For the avoidance of doubt it is stipulated that nothing in this letter of indemnification will grant another company and/or any other third party any rights against the Company, including, without derogating from the generality of the foregoing, the right to claim and/or demand any payment from the Company as participation in the indemnification and/or insurance coverage given to you by the Other Company for an action you carried out by virtue of your position in the Other Company.
 

1.5.7
If you request to make any payment in respect of any event under this letter, the Company will take all the actions required by law to pay it, and will act to arrange every approval required in this regard, if required, including authorization of the court, if required.
 

1.6.
Period of indemnification:
 
The Company's undertakings under this letter will be available to you and/or your estate without any time limit including after the termination of your employment and/or tenure as an office holder in the Company and/or in the Other Company, as applicable, on condition that the actions for which the undertaking for indemnification was given were or will be done in the period of your employment and/or tenure as an office holder in the Company and/or in the Other Company.
 

1.7
Exceptions
 
The undertaking of indemnification as stated in this letter of indemnification will not apply in any of the following cases:
 

a.
Breach of the duty of trust towards the Company or to the Other Company, unless the office holder acted in good faith and had had a reasonable basis to assume that the action would not harm the interests of the Company or the Other Company.
 

b.
Breach of the duty of care carried out deliberately or in undue haste, except if carried out solely in negligence.
 

c.
Action with the intention to obtain personal, unlawful profit.
 

d.
A penalty, civil fine, financial sanction or indemnity, if imposed on the office holder, except expenses for the said sanction, as detailed in Section 1.1 above.
 

e.
Proceedings undertaken in the case of the office holder. “Proceedings” for the purposes of this section in accordance with Chapter H3, H4, I1 of the Securities Law and proceedings under Section 4 of Chapter Four of the Ninth Part of the Company’s Law, except expenses for these Proceedings, as detailed in Section 1.1 above.
 

1.8
Refund of amounts:
 
In the event that the Company will pay you, or a party in your stead, any amounts under this letter in connection with the said Proceeding, and afterwards it transpires that you are not entitled to indemnification from the Company for these amounts, these amounts will be deemed a loan granted you by the Company, which will bear a minimal rate of interest as shall be determined from time to time according to the law in order that the recipient of the loan will not have a taxable benefit with the addition if indexing differences, and you will have to return these amounts to the Company when it will so require you to do so, in the order of payments that the Company will determine. in writing, in the order of payments that the Company will require.
 

1.8
In this letter of indemnification-
 
“office holder” -
Aaccording to its meaning in the Companies Law, 1999 (the “Companies Law”), including an office holder who serves or is employed on behalf of the Company in another company, including the controller, legal counsel and corporate secretary.

“Action”
or any other derivative of it -
Including the decision and/or omission (or any derivative thereof) in respect of and including your actions prior to the date of the letter of indemnification in the period of your tenure as an office holder of the Company.

Everything stated in the masculine gender is also intended to include the feminine.


1.9
The Company’s undertakings under this letter of indemnification will be broadly interpreted in order to fulfill them, as is permitted by law, for the purposes for which it was intended. In the event of a contradiction between any provision of this letter of indemnification and a provision of the law that is not conditional, cannot be changed or added to, the said provision of the law will take precedence, but this will not impair or derogate from the validity of the rest of the provisions of this letter of indemnification.
 

1.10
It is emphasized that this undertaking to indemnify is not a contract in favor of any third party including any insurer and is not subject to assignment, and no insurer will be entitled to demand the participation of the Company in a payment for which the insurer is liable under the insurance agreement drawn up with it, excepting the deductible specified in the aforesaid agreement.
 

1.11
Nothing in this letter of indemnification will limit the Company or prevent it from increasing the Maximum Indemnification Amount for indemnifiable events, whether because the insurance amounts under the directors’ and officers’ liability insurance policy will be reduced, whether because the Company cannot obtain directors’ and officers’ insurance that will cover the indemnifiable events on reasonable terms, or whether for any other reason, on condition that the said decision will be taken in the manner stipulated in the Companies Law. Similarly, nothing herein will limit the Company from granting indemnification or an undertaking to indemnify its employees who do not serve as office holders (as defined above) in the Company or in the Other Company.
 

1.12
The Company will be entitled in its sole discretion and at any time to cancel its undertakings of indemnification under this letter of indemnification, or to reduce the Maximum Indemnification Amount in it, or to reduce the types of events to which it applies, whether in respect of every office holder or some of them, if it refers to events that occur after the date of the change, subject to the office holder having being given prior, written notice of its intention, at least 30 days prior to the date its decision will become effective. For the avoidance of doubt it is hereby stipulated that every such decision that will worsen the terms of this letter of indemnification or cancel it, will not apply retroactively  in any way and the letter of indemnification and Exemption prior to the change or its cancellation, as applicable, will continue to apply and to be valid in all matters related to any event that occurred prior to the change or cancellation, even if the proceedings in question were filed against the office holder after the change or cancellation of the letter of indemnification and Exemption, subject to the law. For the sake of clarification,  an amendment or change to the letter of indemnification, as stated, will not be considered worsening of terms of employment where there exists employee - employer relationship between the office holder and the Company, without this determination constituting a statement or interpretation in respect of the existence of the said employee - employer relations.
 

1.13
No waiver, delay, refraining from action or providing an extension by the Company or by you will under any circumstances be interpreted as a waiver of its rights under this letter of indemnification and in law, and will not prevent the Company or you from taking any legal or other steps required to exercise its said rights.
 

1.14
This letter of indemnification is subject to the provisions of the Companies Law.
 

1.15
This letter of indemnification does not derogate from the Company’s right to decide upon indemnification retroactively, in accordance with the provisions of the law.
 

1.16
The Addendum to this letter of indemnification is an integral part thereof.
 

1.17
This letter of indemnification will become effective with your signature on the copy hereof in the place indicated, and with provision of the signed copy to the Company. It is hereby agreed that if you received a previous undertaking from the Company for indemnification, your agreement to receive this letter of indemnification represents your irrevocable agreement to cancel the previous undertaking. With respect to this matter it is clarified that with your signature on this letter of indemnification, any statement/s of undertaking of indemnification provided to you prior to provision of this letter of indemnification will be cancelled and in its/their place this letter of indemnification will come into effect. It is emphasized that this letter of indemnification is the full letter of indemnification between the Company and you with respect to the matters and issues discussed herein, and it replaces and cancels any representation, memorandum, proposals, meeting summaries, letters of intent and/or of undertaking and/or any other document that existed or were exchanged between the parties, whether in writing or orally, on the matters and issues stated between the Company and you, prior to your signature of this letter of indemnification.
 

1.18
The law that applies to this letter of indemnification is Israeli law and the competent court in Tel-Aviv has exclusive jurisdiction to rule on disputes that arise from implementation of this letter of indemnification.
 

1.19
The terms in this letter of indemnification will be interpreted in accordance with the Company’s Articles of Association, the Companies Law and the Securities Law, as applicable. The Addendum to this letter of indemnification is an integral part thereof.
 
And in witness thereof the Company has signed, through its authorized signatories, who have been lawfully authorized.
 
 
_________________________________
_________________ Ltd.
 

I acknowledge receipt of this letter and confirm my agreement to its terms.

 
____________________

 
Date: _____________
 

The Addendum
 
Subject to the provisions of the law, these are the events:
 

1.
Transaction or action according to their meaning in Section 1 of the Companies Law whether as part of the Company’s normal course of business or not as part of the Company’s normal course of business and/or of the Company’s subsidiaries and/or associated companies, including a transaction with an interested party, negotiations to enter into a transaction, due diligence (including non-occurrence), a transfer, sale, lease, rental, purchase or pledging of assets or undertakings (including securities), receipt and grant of credit and provision or receipt of collateral including entering into financing agreements with banks and any action or act of discretion involved directly or indirectly to the said transaction or action, whether if the said transactions and/or actions will be completed or not completed for whatsoever reason.
 

2.
Proposal, offering and buy-back of securities by the Company (including the offering of securities that did not come about) or by a subsidiary or associated company (the “Company”) or by the Company's shareholders, in Israel and abroad, including, but without derogating from the generality of the foregoing, a public offering of securities under a prospectus or by another way, a private offering, offering of bonus shares or offering of securities by any other way.
 

3.
Event arising from the Company being a public company or arising from its shares having been offered to the public or arising from its shares being traded on a stock exchange in Israel or abroad.
 

4.
Claim or demand in connection with matters requiring disclosure in a prospectus, including any draft in which disclosure was not made as required by law.
 

5.
Events related to the Company making investments in projects in Israel and abroad including through any companies, before, during and after making the investment, during the contractual relationship, signing, development and monitoring, including actions carried out in the Company’s name as a director, officer, employee or an observer of the Board of Directors of the company in which it is carried out.
 

6.
Actions related to the issuance of licenses and permits, including but without derogating from the generality of the foregoing, approvals and/or exemptions related to planning and construction, environmental quality, business licensing, consumer protection, protection of privacy and other actions related to the Company's projects in the area of real estate.
 

7.
Transfer, sale or participation in tenders for various projects or the purchase of assets or liabilities, including securities or rights or receipt of a right in each of these, including a purchase offer of any sort or merger of the Company with another entity, and another transaction in securities the Company has issued, in all cases, whether or not the Company is a party to the transaction.
 

8.
Action related directly or indirectly to employee - employer relations in the Company and with the Company's trade relations, including with employees, outside contractors, customers, suppliers and service providers, negotiations, contracting and carrying out personal and collective labor agreements, benefits for employees, including the allotment of securities to employees and processes related to action or decision in the area of safety at work and/or work conditions.
 

9.
Action related to reports or notices submitted by the Company and/or by companies controlled by the Company, according to law, including and without derogating from the generality of the foregoing, the Companies Law, the Securities Law, including regulations promulgated from them, or according to rules or guidelines usual on a stock exchange in Israel or abroad or according to the taxation laws and laws governing labor relations that apply to the Company.
 

10.
Transfer of knowledge required or permitted to be transferred under law or to companies that have a interest in the Company.
 

11.
Any action related to the financial statements including adoption of financial statements standards, preparation and signing of the Company’s and its subsidiaries’ financial statements, consolidated and separate, as applicable, and approvals and in relation to programs and treatment of the financial statements.
 

12.
Any action and/or decision concerning a distribution, within the  meaning of the Companies Law, including a distribution by court approval, including purchase of the Company’s shares on condition that indemnification for the said action is permitted by law as well as any claim or demand related with the distribution of dividends to the Company's shareholders.
 

13.
Change of the Company’s structure or its reorganization or any decision related to these, including but without derogating from the generality of the foregoing, a merger, split, change in the Company’s equity, setting up subsidiaries, their liquidation or sale, allocation or distribution.
 

14.
Amendments, changes and formulation of settlements between the Company and shareholders, debenture holders, banks and/or the Company’s creditors or of companies held by it, including amendments to deeds of trust and debentures and settlement documents in general.
 

15.
Any event and/or any action for which it is possible to indemnify under the Securities Law.
 

16.
Any transaction or action related directly or indirectly to matters concerning anti-trust including cartels, mergers and monopolies.
 

17.
Remarks, utterances including the expression of position or an opinion made in good faith by the office holder during and in the capacity of his position, including in negotiations and contracting with suppliers or customers, including in management, Board or Board committee meetings, including by means of communication.
 

18.
Action in contradiction to the Company’s documents of incorporation.
 

19.
Any claim or demand filed by a third party who suffers from a physical malady, personal harm or damage to property, including damage arising from storage including a commercial breach during any action or omission attributed to the Company, or in conjunction with its employees, agents or other persons acting or claiming to act on behalf of the Company, whether the harm arises from an event arising from an accident or damage arising from a gradual, cumulative process.
 

20.
Any action or mistake in drawing up insurance arrangements and/or risk management, including any claim or demand related to an alleged act or omission that is claimed to have resulted in not drawing up proper insurance arrangements and any matter related to negotiations concerning insurance documents, contracting in insurance documents, terms of insurance policies and activating them.
 

21.
Any event related to environmental quality and/or handling of hazardous materials.
 

22.
Formulation of work programs, including costing, marketing, distribution, instructions or absence of guidelines for employees, customers, suppliers and joint ventures with competitors or with any third parties.
 

23.
Actions related to the Consumer Protection Law, 1981, and/or orders and/or regulations derived from it, and any other law of a consumer nature and secondary legislation that will apply as a result and/or and any foreign law in this field.
 

24.
Any administrative, public or judicial action, orders, court ruling, claims, demands, letters of demand, guidelines, claims, investigations, proceedings (including administrative enforcement proceedings) or notices of non-compliance or violation of an action of a governmental authority or other body, in Israel or abroad, that claim non-fulfillment of a provision of a law, regulation, order, ordinance, rule, custom, instruction, licensing, guideline, policy and/or ruling by the Company and/or its office holders.
 

25.
Provision of information, representations, expert opinions, reports, notice and filing of an application to the state authorities and other authorities, including to any competent authority under law in Israel or abroad, including but without derogating from the generality of the foregoing, the Companies Law, 1999,  including its regulations and/or that will be promulgated under its authority, as part of tenders or in accordance with the provisions of the taxation laws that apply and/or will apply to the Company and the documentation required by law.
 

26.
Any claim and/or demand with respect to non-disclosure or a failure of disclosure to provide any type of information at the time required in accordance with the law, or a contract, and/or in connection with an incomplete, misleading or incorrect disclosure of information, to third parties including to the Company’s securities holders and/or forced holders of securities, including in connection with an offering, allocation, distribution, purchase, possession and/or a right to the Company’s securities and/or any other investment actions involved and/or impacted by the Company’s securities and including the case of merging the Company with another company, and to the tax authorities, national insurance, the Investment Center, the Ministry for Environmental Protection, local authorities and any governmental, institutional and/or trade union party or other.
 

27.
Actions related to the Company’s intellectual property and its protection, including registration and/or enforcement of intellectual property rights and protection in related claims, a breach carried out or alleged to have been carried out, or misuse of intellectual property rights of a third party, including but not limited to patents, replicas, trademarks, copyrights and those of a similar nature.
 

28.
Management of the Company’s investments portfolio and management of bank accounts where the Company operates and takes actions, or their derivatives, including in everything related to foreign currency (including foreign currency deposits), securities (including reverse sales transaction in securities and borrowing and lending securities), loans and credit facilities, charge cards, bank guarantees, letters of credit, consulting agreements in investments, including with portfolio managers, hedging transactions, options, futures contracts, derivatives swap transactions etc.
 

29.
Events and actions related to investments the Company makes in various companies, before or after making an investment, including the need to contract in a transaction, its implementation, development, monitoring and supervision.
 

30.
Proceedings connected to decisions and/or actions related to the Privacy Protection Law, 1981 and/or orders and/or regulations arising therefrom.
 

31.
Violation of the provisions of any agreement to which the Company is a party, whether if actually carried out or if alleged to have been carried out.
 

32.
Action related to the Company’s tax liability and/or of a subsidiary and/or of one of their shareholders.
 

33.
Any claim and/or demand filed directly or indirectly in connection with a failure, in whole or in part, by the Company and/or by office holders, managers and/or employees of the Company, in everything related to payment, reporting and/or documentation, to of one of the state’s authorities, a foreign authority, a municipal authority and/or any other payment required under a law of the State of Israel, including payments of income tax, sales tax, betterment tax, transfer taxes, excise, added value tax, stamp tax, customs duty, national insurance, salaries and/or delaying salary to employees and/or other delays, including any sort of interest and increment for linkage.
 

34.
Any action related to a vote in a subsidiary, and in a held companies and in companies in which the Company has any holdings whatsoever.
 

35.
Any claim or demand filed by a lender, creditor or someone who claims to be a lender or creditor, in respect of monies loaned by them and/or debts of the Company to them.
 

36.
Any action related directly or indirectly to legal, accounting or economic matters, including providing advice, expert opinions, checks, due diligence, audits, internal reports and audits, in respect of the Company and any companies, whether in writing or verbally, including the preparation of expert opinions, reports or documents submitted to any competent bodies of the Company including the company’s Board of Directors and its committees or to the Company’s Management.
 

37.
Actions related to the Company making investments in any companies, in Israel and abroad, including through any companies, before, during and after making the investment, including during the contractual relationship, signing, management and monitoring, including actions carried out in the Company’s name as a director, officer, employee or an observer of the Board of Directors of the company in which it is carried out.
 

38.
Any event or action that is indemnifiable, directly or indirectly, in accordance with the Streamlining of Enforcement at the Securities Authority (Legislative Amendments) Law, 2011.
 
Each of the events detailed above will apply with respect to the tenure of the office holder on behalf of the Company as an office holder in subsidiary and/or associated companies, and with respect to every country in the world.
 
Every provision in above Addendum concerned with the performance of a given action, will be interpreted as also referring to non-performance or refraining from performance of that action, unless the context of a given provision necessitates otherwise.
 
 

 
Exhibit 10.2

Letter of Exemption
 
Drawn up and signed in ________ on _____ ___, 20__
 
Between:
____________________ Ltd.
 
Company No. _____________
 
________________
 
(the “Company”)
First Party;

And:
Officer
 
_________________
 
_________________
 
(“Officer”)
Second Party;
 
Whereas:
The Company has decided, after having received all the authorizations of the Company’s organs required by law and by the Company's Articles of Association at the time of issuance of this letter, to grant its Office Holders, within the meaning of this term in Section 1 of the Companies Law, 1999 (“Office Holder” and “the Law”, respectively), exemption from responsibility on account of breach of the duty of care towards it, in respect of fulfilling their positions in the Company and/or in its subsidiaries, associate companies and other bodies in which the Company is commercially involved (the “Integrated Companies”), including tenure on behalf of the Company as an Officer in an Integrated Company, in the widest sense permitted according to the provisions of the law and the Company's Articles of Association at the time of the grant of this letter, as stipulated below in this letter.
 
Whereas:
You serve or will commence to serve as an Office Holder in the Company and/or in an Integrated Company;
 
And Whereas:
The Company wishes to grant you exemption from responsibility for breach of the duty of care towards it in connection with carrying out your position in the Company and/or in Integrated Companies, in the widest sense permitted according to the provisions of the law and the Company's Articles of Association at the time of the grant of this letter, as stipulated below in this Agreement.
 
It is accordingly agreed and stipulated between the parties as follows:
 
1.
Preamble, headings and definitions
 

1.1
The Preamble to this Agreement is an integral part thereof.
 

1.2
The section headings in this Agreement are intended for convenience purposes and cannot be ascribed any meaning in order to interpret this Agreement and/or any of its provisions.
 

1.3
Terms in this Agreement that are not defined in it will have the interpretation and meaning ascribed to them in the Law, unless the context shall require otherwise.
 

1.4
This document is drawn up in the masculine, however it is intended to refer to both genders.
 
2.
Exemption from responsibility on account of breach of the duty of care towards the Company
 

2.1
The Company hereby exempts you from any responsibility towards it for damage caused to it and/or to a subsidiary and/or an associated company, and/or that will be caused to it and/or to a subsidiary and/or an associated company, directly or indirectly, on account of your breach of the duty of care towards it in your capacity as an officer and/or employee of the Company, or on account of any other breach for which the law permits the Company to exempt an officer, subject to their having acted in good faith.
 

2.2
The Company does not exempt you from responsibility towards it for breach of the duty of trust, except for breach of duty of trust in good faith in the event that you had a reasonable basis to assume the action would not harm the Company or its subsidiary.
 

2.3
Notwithstanding the foregoing, the exemption from responsibility will not be valid for any of the following:
 

2.3.1
Breach of the duty of care in respect of a distribution.
 

2.3.2
Breach of the duty of care carried out deliberately or in undue haste, except if carried out solely in negligence.
 

2.3.3
Action with the intention to obtain personal, unlawful profit.
 

2.3.4
A penalty, civil fine, financial sanction or indemnity, if imposed upon you.
 

2.3.5
Breach of the duty of care in a resolution or transaction in which the controlling shareholder or any officer of the Company (including another officer than the one for whom the letter of exemption was granted) has a personal interest.
 

2.4
Exemption from responsibility on account of breach of the duty of care as stated above will also not apply to any “counter claim” proceedings and/or a case of a “third party declaration” of the Company against you as a response or follow-up to an action by you against the Company, except if your action is intended to ensure protective rights in labor law whose source is in law and/or in a personal employment agreement between you and the Company.
 

2.5
Nothing stated in this letter of exemption will derogate from any right you may have under an indemnification agreement and/or insurance policy taken out in your favor.
 
3.
Interpretation of the Agreement
 

3.1
Nothing in this Exemption Agreement will limit the Company in any way in anything related to the provision of indemnification or the purchase of insurance and/or the grant of another or additional exemption as shall be permitted from time to time in law, subject to said resolution being passed in the manner stipulated in the Companies law.
 

3.2
The Company’s undertakings under this Agreement will be broadly interpreted in order to fulfill them, as is permitted under law, for the purposes for which it was intended. In the event of a contradiction between any provision of this Agreement and a provision of the law that is not conditional, the said provision of the law will take precedence, but this will not impair or derogate from the validity of the rest of the provisions of this Agreement.
 

3.3
Exemption from responsibility under this Agreement will be valid both in respect of proceedings taken against you during your employment or tenure and in respect of proceedings taken against you after the termination of your employment or tenure, on condition that they relate to actions carried out by you in your capacity as, and at the time you served as, an Officer of the Company and/or a subsidiary and/or associated company and/or an Integrated Company.
 

3.4
The Exemption under this Agreement will apply to your legal heirs, including your estate.
 

3.5
In the event that you serve or will serve as a director in the Company and/or an Integrated Company, the exemption under this Agreement will apply to alternate directors legally appointed by you.
 
4.
Miscellaneous
 

4.1
This Agreement expresses the full agreement between the parties with respect to the matters and issues discussed herein, and it replaces and cancels any representation, memorandum, proposals, meeting summaries, letters of intent and/or of undertaking, agreement, and any other document that existed or was exchanged between the parties (whether in writing or orally) on the matters and issues stated herein, prior to signature of this Agreement.
 

4.2
This Agreement does not represent a contract in favor of a third party and cannot be assigned, except as explicitly stated herein.
 

4.3
Any change or addition to this Agreement can only be made and be valid if drawn up in writing and signed by both the parties.
 

4.4
No waiver, delay, refraining from action or providing an extension to the parties by a party to this Agreement will under any circumstances be interpreted as a waiver of its rights under this Agreement and under law, and will not prevent the said party from taking any other legal steps required to exercise its said rights.
 

4.5
The competent courts of Tel-Aviv will have exclusive jurisdiction in all matters related to this Agreement.
 

4.6
The addresses of the parties for the purpose of this Agreement are as stated in the Preamble to this Agreement or any other address or fax number in Israel of either of the parties, of which it will inform the other party in writing . Any notice of any of the parties in respect of this Agreement will be sent to the recipient in person or by registered mail to its address as stated above or to its fax number and will be deemed as received by the recipient on the day of its personal delivery, or at the end of 4 days after being sent by registered mail or on the first business day after being sent by fax (subject to provision of confirmation that it was  sent by fax) as stated above, all as applicable, except a notice of change of address, which will be deemed delivered upon its actual delivery.
 
In proof thereof the parties append their signatures
 
________________________
____________________ Ltd
___________________
Officer
 
 

 

 

Exhibit 10.3

Pursuant to Item 601(b)(10)(iv) of Regulation S-K, confidential information (indicated by [**]) has been omitted from Exhibit 10.3 because it (i) is not material and (ii) would likely cause competitive harm to the Registrant if publicly disclosed.
 
Unprotected Lease Agreement
 
Prepared and signed at MeaTech offices on November 7, 2019
 
Between
 

1.
Africa Israel Properties Ltd., Company No. 51-056018-8 (25.3%)
 
Of 4 Hahoresh Road, Yehud
 

2.
Af-Sar Ltd., Company No. 51-079961-2 (34.7%)
 
Of 4 Hahoresh Road, Yehud
 

3.
The Weizmann Institute of Science, Company No. 52-001685-8 (“the Institute”) (40%)
 
At the Weizmann Institute of Science Assets and Development (Mul Nof) Ltd.
 
Sagan Building, Weizmann Institute of Science, 234 Herzl Street, Rehovot
 
By Africa Israel Properties Ltd. and/or Af-Sar Ltd. (“AFI”)
 
By virtue of a power of attorney signed by the Institute on October 26, 2015
 
(Jointly below, as opposed to “jointly and severally”: “the Lessor”)
 
Of the first part
 
 
And
 
MeaTech Ltd.          
 
ID/Company No.          515851152
 
Of          18 Einstein Street, Nes Ziona
 
(“the Lessee”)
 
Of the Second Part;
 
Whereas
The Lessor has rights in the leasehold as defined below, according to which it is entitled to lease the leasehold; and
 
Whereas
The Lessee wishes to lease the leasehold from the Lessor in an unprotected lease; and
 
Whereas
The Lessor agrees to lease the leasehold to the Lessee in an unprotected lease, all subject to and in accordance with all of the provisions of this Agreement; and
 
Whereas
The parties wish to define, settle and set out their rights and obligations with respect to the lease of the leasehold in writing, all as set out in this unprotected lease agreement below, including all of its appendices;
 
Therefore it is hereby declared, stipulated and agreed between the parties as follows:
 
1.
The above preamble constitutes an integral part of this Agreement.

2.
Interpretation


2.1.
The following expressions will have the meaning alongside them, i.e.:

“The Park”
An area of land in Nes Ziona known as “Kiryat Weizmann Scientific Park”

“The Building”
The building in the Park that contains/will contain the leasehold, as set out in the Addendum and as outlined in red on Appendix ”B”.

“The Leasehold”
Part of the Building, including all of its sections marked in green in Appendix “C” and as set out in the Addendum.

“Area of the Leasehold”
As set out in the Addendum.

“Public Areas”
Unless stated otherwise, all areas in the Building, including all the structures, additions and modification added thereto from time to time, as well as roofs, basements, passageways, entrances, exits, service areas and rooms and/or service corridors, technical areas such as electricity, air-conditioning and systems rooms, unloading and loading areas, elevators, stairs and any other area within the Building intended to be used and/or actually used by the general public as well as protected spaces, all excluding the leasable and/or saleable areas.

“The Addendum”
The Addendum to this Agreement marked as Appendix “A”.

“Control”
Holding of at least 51% of the shares and rights of any kind of a company, including the right to appoint at least 51% of the directors and the right to appoint the CEO.


2.2.
It is agreed between the parties that any change made to this Agreement by the parties in respect of the description of the Leasehold, the lease term, the rent and payment method, or any other matter, may be made and will be valid only if prepared in writing and signed by all parties to this Agreement.


2.3.
The section headings of this Agreement are not an integral part of the Agreement and are not to be used for interpretation thereof.


2.4.
The appendices to this Agreement are an integral part thereof.


2.5.
The provisions of this Agreement exclusively exhaust the entire agreement between the parties and no negotiations preceding or simultaneously to signing it, and no declarations, representations, undertakings or agreements preceding signing it or that were a condition to signing of this Agreement shall be taken into account, and they are all hereby null and void. Verbal declarations and notices of directors, secretaries and employees of the Lessor do not bind the Lessor, and the Lessor will be bound only by a document duly signed by its authorized signatories.


2.6.
If the Lessee includes several units, they will be liable jointly and severally for all of its obligations under this Agreement and under all documents and messages signed by it, that were prepared by virtue of its provisions.


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3.
Handover

The Leasehold will be handed over to the Lessee on the effective date in the Addendum (“Handover Date”) as is and the lease term will commence on that day, whether the Lessee appeared to receive the Leasehold on the Handover Date or not. It is clarified that the power connection to the Leasehold provided by the Lessor will be at a maximum of up to 0.25 amperes per square meter gross of Leasehold, and this only. It is clarified that any cost involved in connection of power that exceeds the foregoing maximum will apply to the Lessee in full and the Lessee shall pay the Lessor and/or the competent authority immediately upon the first demand of the Lessor and/or the competent authority, as the case may be.

To avoid any doubt, it is hereby declared and agreed that appearance of the Lessee on the Handover Date to take possession of the Leasehold will not affect any of the Lessee’s obligations under this Agreement.

4.
The Lease and Lease Term


4.1.
The Lessor hereby leases to the Lessee, and the Lessee hereby leases the Leasehold from the Lessor for the term stipulated in the Addendum (“the Lease Term”) as from the Handover Date. The Lessee shall have the option to extend the Lease Term, if stipulated in the Addendum.


4.2.
The Lessee shall not be entitled to terminate the Lease prior to the end of the Lease Term. No suspension of use of the Leasehold and/or vacation of the Leasehold by the Lessee prior to the end of the Lease Term shall release the Lessee from its obligations under this Agreement, including, but without derogating from the generality of the foregoing, the Lessee’s obligation to pay the rent or service fees (as defined below) to the Lessor.


4.3.
The lease under this Agreement is a net lease and the Lessee will be required to pay all payments for the Leasehold in respect of the Lease Term, whether applicable to the owners or the holders, whether imposed on the date of signing of the agreement or to be imposed in future.


4.4.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.

5.
Familiarity with the Leasehold

The Lessee declares that it has visited, seen and inspected the Park, the Building and the Leasehold, and their surroundings, is familiar with all of the plans and all details relating to them that affect its engagement in this Agreement and finds everything suitable from every aspect for its purposes, and subject to handover of the Leasehold, to holding it according to the provisions of this contract, and it waive any claim of incompatibility and any other claim related to the Park, the Building, the Leasehold, the possibility of use thereof and its engagement in this Agreement.

To avoid any doubt, the Lessee hereby declares that it accepts the Leasehold as is, without any repair and/or change and confirms that the Leasehold as is does indeed suit it from all aspects and that it shall not demand and shall not be entitled to demand from the Lessor any repair and/or change to the Leasehold.

6.
Purpose of the Lease


6.1.
The Lessee undertakes not to use the Leasehold for any purpose in any manner other than the purpose of the lease as set out in the Addendum.


6.2.
The Lessee undertakes to operate its business in the Leasehold within the purpose of the lease only, without any exception or deviation from the purpose of the lease. Any change or expansion of the purpose of the lease is subject to the prior written consent of the Lessor, which is entitled not to consent to any such change or expansion for any reason, at its discretion.

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6.3.
The Lessee declares and undertakes that it has the knowledge, experience and capacity to operate its business as set out in the purpose of the lease. The Lessee will make all efforts, using all resources at its disposal, for its business in the Leasehold to succeed.


6.4.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.

7.
The Rent


7.1.
The Lessee undertakes to pay the Lessor the rent at the rates, on the dates and in the manner as follows:


7.1.1.
The base rent in the Lease term is CPI-linked and will be paid by the Lessee to the Lessor in advance on the dates set out in the Addendum.


7.1.2.
The base rent payments are CPI-linked according to the following provisions:

“Index”
-
The known consumer price index (including fruit and vegetables) published by the Central Bureau of Statistics and any such index even if published by any other official institution or entity, and any official index that replaces it, whether built on the same data or not.
If any other index is presented and such bureau, entity or institution does not prescribe the ratio between it and the replaced index, the chairman of board of Bank Leumi of Israel Ltd or whomever actually serves as such at any time shall do so, and this at the request of the Lessor.
“Base CPI”
-
As set out in the Addendum.
“New CPI”
-
Meaning regarding each rent payment: The known CPI on the due date of such payment or the actual payment date, all whichever is higher.

If on the actual payment date of any base rent payments, the New CPI is higher than the Base CPI, then such payment will increase by the appropriate ratio between the increase in the New CPI and the Base CPI. If on the actual payment date of any rent payment, the New CPI is equal to or less than the Base CPI, then such payment will remain unchanged.


7.1.3.
It is agreed that the rent and service fees (as defined below) for the first 3 months of the lease, plus VAT thereof, will be paid to the Lessor on the date of signing of the Agreement, and as from the fourth month for the Lease Term, the rent will be paid in advance for every 3 months on the first business day of the month in which the payment is made.


7.2.
To facilitate collection of the rent payments, linkage differences thereof and any other amount due to the Lessor from the Lessee, the Lessee undertakes to give the Lessor, on a date to be determined by the Lessor and in any case within 7 days from signing of this Agreement or 7 days prior to the Handover Date, whichever is earlier, an authorization to debit its account in the standard format at Bank Leumi of Israel Ltd. (“the Bank”), when it is clarified that the rent (including any payment for parking) will be deposited into Bank Account No. [**] managed at the Bank in the name of the Lessor, and that the service fees (as defined below) and all other payments of the Lessee that must to be paid to the Lessor according to the provisions of this Agreement (other than the rent as aforesaid), will be deposited in Bank Account No. [**] at Branch No. [**] managed at the Bank in the name of Africa Israel Properties Ltd. (for it and in trust for the Institute), and all until delivery of notice to the Lessee regarding a change of details of any of the foregoing accounts (if delivered) by the Lessor, or by any of the Lessor units (according and subject to the provisions of section 7.3 below). It is hereby declared, to avoid any doubt, that receipt and any use of the authorization by the Lessor will not be considered as settlement unless all payment have been settled in full and on time. To avoid any doubt, it is clarified that the Lessee undertakes to pay the rent and the other payments applicable to it under this Agreement, throughout the Lease Term, without any conditions, whether it uses the Leasehold or not and whether the Leasehold was at its disposal or not, for any reason.

4


7.3.
It is hereby clarified that the rent, service fees and all other payments due to the Lessor under this Agreement (including all linkage differences and/or interest thereof) (“the Rent Payments”) are distributed between the Lessor units according to their share of the Leasehold as set out in the preamble to this Agreement.

The Lessee declares that it is aware that any time each of the Lessor units may to give the Lessee notice according to which it will be required, from the date of receipt of the notice onwards, to split the Rent Payments and pay each of the Lessor units their share of the Rent Payments separately, according to the said distribution (“the Split Notice”) and the provisions of Appendix “A1” to this Agreement.

It is agreed that in such case, the Lessee will provide each of the Lessor units separate authorizations to debit its account, by and no later than 3 days from the date of receipt of the Split Notice, each in respect of a separate bank account managed in the name of each of the Lessor units (the details of which are set out in Appendix “A1” to this Agreement), through which the Lessee will transfer to each of the Lessor units their share of the Rent Payments, as set out above.

If the Rent Payments are paid by the Lessee by checks, then immediately and no later than 3 days after receipt of the Split Notice, the Lessee will give each of the Lessor units new checks for their share of the Rent Payments, according to the foregoing distribution, and subject to delivery of the new checks as aforesaid to each of the Lessor units, the Lessee will be entitled to receive from AFI the original checks deposited with it for the Lessor (if deposited).


7.4.
If two consecutive payments of the rent and/or any other amount due to the Lessor from the Lessee are not settled in full on the due date of such payments, nor within 7 days from the date of written notice thereof by the Lessor to the Lessee, then the remaining Rent Payment will be called for immediate settlement and the Lessor will be required to pay all Rent Payments for the entire Lease Term still outstanding at that time, within two business days from the Lessor's first demand, and this without derogating from the Lessor’s right to consider the payment default as a breach of the agreement and its rights arising therefrom. It is hereby declared to avoid any doubt that collection of the rent in such case will not be considered a waiver or consent by the Lessor to the breach of the Agreement by the Lessee.


7.5.
Notwithstanding the foregoing, the rent will increase at the beginning of each year from the second year of the Lease Term at the rate set out in the Addendum and the provisions of section 7.1 above will apply to the increased rent, with the necessary changes.


7.6.
For avoidance of any doubt, the liability to pay rent and all other payment due to the Lessor from the Lessee is imposed on the Lessee absolutely and non-submission of a rent bill by the Lessor does not derogate from such liability.

5


7.7.
The Lessor will recognize any amount received from the Lessee at its absolute discretion on account of amounts which the Lessee owes the Lessor at that time.


7.8.
The Lessor hereby notifies the Lessee that Africa Israel Properties Ltd. and Af-Sar Ltd. (jointly: “the Borrower”), of the Lessor units, pledged in favor the Bank (for it and in trust in favor of companies from the group Harel Insurance Company Ltd. (jointly: (“the Lender”) and registered in its favor a lien and assignment by way of a first-degree lien on their rights in the land on which the Leasehold is constructed, and inter alia, the Borrower’s rights towards the Lessee under this Agreement, including the right to receive the Borrower’s share of the Rent (including any payment for parking) as well as the Borrower’s share of the collateral provided and/or to be provided by the Lessee to secure such rights, and the Lessee consents to such lien and assignment. AFI undertakes that the foregoing lien on the land will not affect the Lessee’s rights under this Agreement. To avoid any doubt, the Institute's rights in the land, as well as its share of the rent are not pledged in favor of the Lender.

The Lessor hereby gives the Lessee an irrevocable instruction to deposit all of the Rent Payments into the bank accounts whose details appear in section 1 of Appendix “A1” to this Agreement (as the case may be), and this as long as the Lessee has not be given a Split Notice as set out in section 7.3 above, in which case the provisions of section 3 of Appendix “A1” to this Agreement will apply. To avoid any doubt, it is hereby clarified that payments made according to such instruction or according to the Split Notice (as the case may be) will be considered as payment to the Lessor in accordance with this Agreement. The Lessee undertakes to sign the bank appendix, in the format attached as Appendix “A1” to this Agreement. The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

8.
Taxes, Fees and other Payments


8.1.
In addition to the rent and without derogating from the generality of provisions of section 4.3 above, the Lessee undertakes to pay all of the following (“the Lessee's Payments”) during the Lease Term:


8.1.1.
All taxes, fees, municipal rates and taxes, levies, mandatory payments and expenses (“the Taxes”), whether government or municipal paid and/or payable in future, whether currently existing or to be imposed in future for the Leasehold and in respect of the business managed therein, whether by law such Taxes apply to owners, lessee or holder, or whether they apply to owners.

The Taxes that apply to a lessor or holder will be paid by the Lessor directly to the competent authorities, while the Taxes applicable to owners will be paid by the Lessee to the Lessor upon presentation of the document demanding payment of such Taxes to the competent authority.


8.1.2.
The fees and payments for the water and electricity meters.


8.1.3.
VAT on the rent and any other payment made by the Lessee under this Agreement, which will be paid together with the payment for which it is paid.


8.1.4.
The stamp tax applicable to this Agreement, and the documents and messages thereunder and therefore.


8.1.5.
All fees and payments in respect of water and electricity consumption in the Leasehold and applicable for the use of a telephone, if installed, during the Lease Term.


8.1.6.
All payments for the supply of water, electricity, telephone, gas, sewage removal, drainage, municipal rates and taxes, business tax, signage tax, or any other expense in respect of maintenance and/or use and/or operation of the Leasehold, whether the Leasehold is actually used or not.

6


8.1.7.
Any expense incurred as a result of unreasonable and/or extraordinary use of the Leasehold and its surroundings, including, but without derogating from the generality of the foregoing, expenses for removal of waste caused by the Lessee, repair of the sewage system, etc.


8.1.8.
Any tax and/or levy and/or royalties applicable and/or to be imposed in future on the use of the Leasehold and any activity performed in the Leasehold.


8.1.9.
The insurance expenses, for insurance of the Leasehold by the Lessor (separately or part of insurance of the entire Building), against such risks which the Lessor sees fit, and the insurance amount and other conditions prescribed by Lessor from time to time.

If any of the foregoing payments are due to charges applicable to the entire Building, the Lessee shall pay the proportionate share of the payments applicable to the Building at a ratio of between the gross area of the Leasehold and the gross area of the Building.


8.1.10.
Additional charges pursuant to any law and/or if set out in the Addendum.


8.2.
If the Lessee fails to settle any of the Lessee’s Payments immediately upon the demand of the competent authority or the Lessor, without derogating from such obligation, the Lessor may after provision of two business days’ notice to the Lessee, settle such invoice at the Lessee’s expense and the Lessee will be required to reimburse the Lessor for the full amount paid by it to cover any of the Lessee's Payments as aforesaid within 7 days from the Lessor's first demand.


8.3.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

9.
Non-Applicability of the Tenants Protection Law


9.1.
It is agreed that neither the provisions of the Tenant Protection Law [Consolidated Version], 1972 nor the other tenant protection laws, including the pursuant regulations and orders (“the Law”) shall apply to the Leasehold and/or this Lease Agreement, and that no law that grants the Lessee the status of a protected tenant or the right not to vacate the Leasehold in the cases and on the dates in which the Lessee undertook to do so under this Agreement shall apply to the Leasehold.


9.2.
The parties explicitly declare and confirm that the Leasehold will be located in a Building whose construction was completed after August 20, 1968 and that this lease was made under the explicit condition that the Law shall not apply to it. The Lessee declares that it has not paid and shall not pay the Lessor in connection with this Agreement, any key money or any other consideration that is not rent and/or management fees, and that the Lessee and/or its shareholders shall not be a protected tenant in the Leasehold pursuant to any law and will be precluded from raising any claim or allegation in connection with being a protected tenant or that it has more rights than those conferred explicitly in this Agreement.


9.3.
The Lessee declares that all investments which it makes in the Leasehold and/or the Building will be for its purposes only and that it will be precluded from claiming that such investments are key money or any payment that grants it any rights in the Leasehold and will be precluded from demanding any full or partial participation or reimbursement from the Lessor for such investments.

7

10.
Repairs, Maintenance and Services

10.1.


10.1.1.
The Lessor and/or the management company on its behalf (“the Management Company”) undertake to provide cleaning and maintenance services for the common property in the Building in the scope and on the level to be determined by them only, provided that they maintain the common property in a proper and reasonable condition.

In return for these services, the Lessor and/or the Management Company may collect from the Building’s tenants, including the Lessee, services fees equivalent to the total expenses incurred by the Lessor and/or the Management Company for provision of such services plus 15% (“Service Fees for the Building”).

The Service Fees which the Lessee will be required to pay to the Lessor and/or the Management Company will be an amount that is proportional to the Service Fees for the Building as a ratio between the total gross area held by the Lessee in the Building, except for the Lessor as long as it does not make actual use of the area held by it or any other ratio to be determined by the Lessor considering the purpose of the lease.

The maintenance department on behalf of the Lessor and/or the Management Company will provide gardening, parking lot operation, elevator maintenance, machinery maintenance and ongoing maintenance services during regular operating hours of the Park, on Sunday to Thursday, between 7:00 am and 5:00 pm.


10.1.2.
Service fee surcharge for buildings with a central cooling system

In a building containing an air-conditioning system based on a central cooling system, the Lessee will pay, in addition to the foregoing Service Fees, an amount out of the operating, maintenance and service costs of the central cooling system on the roof of the Building, equivalent to its proportionate part of the Leasehold out of the total area of the Building and/or according to the reading of the energy meter system, if installed, at the sole discretion of the Lessor.


10.2.
Other than the foregoing in this section, the Lessor shall not be liable for any repairs and/or maintenance and/or inspection and/or any services (“the Services”) in the Leasehold and/or the Building, and no obligation or liability shall apply to the Lessor, whether according to this Agreement or by law, for any damage and/or breakdown and/or defect of any kind in the Leasehold or any equipment in the Leasehold, including air-conditioning equipment, but excluding the manufacturer’s warranty period, whether as a result of faulty work, defective or unsuitable materials, whether they conform with specifications or otherwise, whether discovered during or after the Lease Term, and all whether caused by the works in the Leasehold in the planning or by the Lessor, or in the planning and/or at the initiative and/or request of the Lessee.


10.3.
In the event that the Lessor decides at its discretion and/or is required by any municipal, governmental or other competent authority to perform maintenance and inspection services of any kind in any public area and/or any open private area within the Park, and/or in any Buildings and/or facilities intended to serve or be used by the occupants and/or any part thereof, then the Lessor will be required to pay the Lessor Service Fees as set out below.

The Service Fees to be paid by all holders of Buildings in the Park will be equal to the total expenses incurred by the Lessor for provision of such maintenance services, plus 15% (“the Total Service Fees”). The Service Fees which the Lessee will be required to pay the Lessor will be an amount proportional to the Total Service Fees as a ratio between the gross area of the Leasehold to the total gross built area of all Buildings (including all of their floors) in the Park actually held by the lessees or owners, other than the Lessor as long as it does not actually use the area which it holds.

8

Notwithstanding the foregoing, the Lessor will be entitled to charge the Lessee additional or greater Service Fees than it would have been required to pay according to the foregoing calculation principle, whenever the services required from use of the Leasehold by the Lessor involve more work or expenses than usual for other lessees in the Park, or that the services at the disposal of the Leasehold allow greater use than other lessees in the Park The foregoing shall also apply, with the necessary changes, if the Lessor decides to provide maintenance and inspection services to the Building.
The foregoing does not impose any obligation on the Lessor to perform any services within or in connection with the Park.

(The Services Fees for the Building, Total Service Fees and any surcharge or increase of the Service Fees as set out in section 10.3 above will be referred to jointly as “the Service Fees”).


10.4.
Whenever the Lessor is required or decides to perform maintenance and/or inspection services as set out in section 10.3 above, it may do so through any other entity which it decides, and may at any time demand that the Lessee signs a service contract with such entity in a format determined by it, provided that the maintenance and/or inspection fees which the Lessee will be required to pay are determined according to the principle of section 10.3 above.


10.5.
It is hereby agreed that the cost of repairs carried out by the Lessor as part of the services provided under this section that are covered by insurance for which the Lessee participated in the payment will not be included in the expenses for calculation purposes of the Service Fees.

11.
Use of the Leasehold


11.1.
The Lessee is required to obtain from the competent authorities all of the licenses required to manage the business in the Leasehold within the purpose of the lease and undertakes to conduct it only according to such licenses and the requirements of the law and any competent authority.
The Lessee declares that it has checked and is aware that the licenses in this section are obtainable and that under no circumstances is the Lessor liable in the event that the Lessee fails to obtain them.

Without derogating from the provisions of this subsection, it is clarified that the Lessee undertakes, as a condition for handing over possession of the Leasehold, to obtain a fire safety certificate from the Rehovot Area Fire Department, and to this end, to provide the Fire Department with any certificate required, to install any facility and/or system required, and all at the expense and responsibility of the Lessee.


11.2.
The Lessee shall not keep any materials, tools, equipment, products, inventory or any other movable property (“the Movable Property”) outside the Leasehold without the Lessor’s consent. In the event that any Movable Property of the Lessee is found outside the Leasehold without the Lessor’s consent, the Lessor will be entitled to remove them at the Lessee’s expense and shall not be liable for their integrity.


11.3.
The Lessor will obey all laws, regulations and bylaws applicable to the Leasehold, use thereof and the business, work and actions performed therein. Without derogating from the foregoing, the Lessee, and it alone, shall be liable in the event that offenses and/or violations of the law are committed in the Leasehold.


11.4.
The Leasehold or any part thereof is not to be used in a manner that results in noise, odors, shocks, pollution, smoke, dust or any other hazards that exceed the bounds of reasonableness with attention to the nature of the Park in general and the nature of the close surroundings of the Leasehold in particular.

9


11.5.
The Lessee shall not dispose in the sewage system waste whose quality or quantity might damage this system, or impair its proper function, or may endanger ordinary use of water sources, rivers, lakes, the sea or any other source.

For the purposes of this paragraph - “sewage system” - the central sewer or absorption pits and any drainage system and water purification plants, if any.

The Lessee shall ensure that there are no solid materials in the waste water that may damage or block pipes, ducts, the sewage pipeline, manholes, measuring instruments, or purification plants.


11.6.
The Lessee undertake not to hang, install or paint any signs, marks or any other advertising media in any part of the Building in which the Leasehold is located without the Lessor’s prior consent. The Lessor has the right to receive, at its expense, a sign at the entrance to the Park, in the Building and on the floor on which the Leasehold is located in the standard format at the Park.


11.7.
No use may be made of any site outside the Leasehold other than for the purpose of access to the Lessee in the manner determined by the Lessor from time to time.


11.8.
The Lessee will bear any fine or penalty imposed for the conducting of the business and/or use of the Leasehold by the Lessee and/or its employees and/or agents and/or customers without a permit or in violation of the permit, whether imposed upon the Lessor, the Management Company or the Lessee.


11.9.
None of the foregoing shall be construed as the Lessor's permission for the Lessee to use the Leasehold and/or conduct business therein without a permit and/or in violation thereof.


11.10.
It is agreed that non-submission of any license required by the Lessee to conduct its business in the Leasehold shall not release it from fulfillment of any of its obligations under this Agreement.


11.11.
The Lessee undertakes not to make any use of the Leasehold and any materials and devices installed therein and not to perform any actions therein that pose risks that exceed those insured as set out in this Agreement without the Lessor’s prior written consent. If such consent is granted, the Lessee undertakes to maintain insurance to the Lessor's satisfaction against any bodily harm or property damage that may be caused by such risks, and this without derogating from the Lessor’s right to use such additional insurance independently and the Lessee’s obligation to reimburse the Lessor for any amount incurred in this regard immediately upon its demand.


11.12.
The Lessee will use the Leasehold and its surroundings in a manner that does not disturb other lessees in the Building, their welfare and benefit from their leaseholds, while maintaining and cleaning the common property in the Building and its facilities.


11.13.
If the Leasehold contains a floor and/or apartment protected space (“the Shelter”), the following provisions will apply:


11.13.1.
The Lessee confirms that it is aware that according to the provisions of the law, the Shelter is to be used by the public in emergencies, and therefore, undertakes to have a separate and direct entrance from the public areas to the Shelter all times.


11.13.2.
The Lessee undertakes to comply with the provisions and requirements of any law, including the regulations of the Home Front Command, planning and building laws regarding the Shelter, including the provisions regarding the permitted interior construction, the evacuation times of the Shelter in emergencies, etc., and it shall not have any claim and/or suit and/or demand due to and in respect of the foregoing, including in connection with any unilateral demand from the competent authorities to vacate the Shelter, and the Lessee will bear any fine, if imposed (including on the Lessor) due to use of the Shelter.

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11.13.3.
It is hereby clarified that the purpose of use of the Shelter is subject to the provisions of the law.


11.13.4.
The Lessee confirms that it is aware that the Shelter is defined in the building permit as a “service area”, and in any event, it undertakes not to use the Shelter for “main purposes”, as defined in the Planning and Building (Calculations of Areas and Building in Plans and Permits) Regulations, 1992, and it shall have no claim and/or suit and/or demand due to and in connection with the foregoing, including any unilateral demand from competent authorities to vacate the Shelter. The Lessee hereby undertakes that whenever a competent authority demands cessation of use of the Shelter for the foregoing purposes of use, it shall obey such demand immediately, whether the demand was addressed to the Lessor or directly to it, and it waves any claim and/or suit and/or demand against the Lessor in this regard. In the event that use of the Shelter is prohibited for the foregoing purposes of use, and cessation thereof is required at the instruction of a competent authority as aforesaid, the Lessor may terminate the Lessee’s use of the Shelter (without derogating from the Lessee’s lease in the Leasehold), without the Lessee having any claim and/or suit and/or demand against the Lessor, and the Lessee undertakes to vacate the Shelter immediately.


11.13.5.
The Lessee undertake to maintain the Shelter fit for use at all times for its function as a Shelter pursuant to the provisions of any law and competent authority, as shall be from time to time, and to allow the general public to use the Shelter when necessary. The keys to the public entrances to the Shelter will be kept by the Management Company and/or the Lessor.


11.14.
Without derogating from the foregoing in this section, the Lessee undertakes not to make any use of the property that causes noise and/or a nuisance and/or pollution and/or any related result that is contrary to the provisions of any law, and without derogating from the generality of the foregoing, will not make use of the Leasehold that directly and/or indirectly involves and/or creates chemical compounds and/or smoke and/or gases and/or bad odors and/or other active materials that do and/or might harm the environment in any way.

It is hereby especially emphasized that in any event, the Lessee must refrain completely from cooking and/or frying in the Leasehold and if the Lessee is permitted to operate a dining room, kitchenette, etc. in the Leasehold, this will only allow it to heat prepared food there, and under conditions as instructed by the Lessor, including with regard to installation of hoods, etc.


11.15.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

11A.
Bulk Power Supply

It is agreed by the parties that the following provisions shall apply regarding the Leaseholds in which power supply is by bulk supply:


(1)
The Lessee declares that it is aware that the Lessor is the exclusive rights holder towards Israel Electric Corp. Ltd. (“IEC”) with regard to receipt and supply of power to the Leasehold and/or the Building and/or the public areas and/or the air-conditioning system in the Building and/or in the Leasehold. The Lessee hereby absolutely and irrevocably waives the right to contract with IEC with regard to the foregoing power supply, and undertakes to act according to the provisions of Appendix “G” to this Agreement.

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(2)
The charges for power supply and the related services provided by the Lessor and/or the Management Company to the Lessee as well as the rules regarding such power supply and related services are set out in Appendix “G” to this Agreement.


(3)
The provisions regarding power supply as set out in Appendix “G” shall apply.

12.
Prohibition on Alterations


12.1.
The Lessee undertakes not to make any alterations, repairs, refinements, additions or any construction works in any sense in the Leasehold (all will be referred to jointly below as “the Works”) without the Lessor’s prior written consent.
It is particularly hereby emphasized that window bars or air-conditioners may only be installed in the Leasehold with the Lessor’s prior written consent and in the manner determined by the Lessor.


12.2.
If the Lessor provides prior written consent to perform such Works, the Lessee shall perform them at its expense and liability. The Lessee shall only perform the Works in the Leasehold, including any alteration and/or renovation and/or separation and/or construction and/or adjustment Works, according to the provisions of this section below:


12.2.1.
Prior to commencement of the Works, the Lessee shall provide the Lessor with a set of detailed architectural, plumbing, electrical, air-conditioning and safety plans together with bills of quantities and technical specifications, which will be referred to jointly below as “the Plans”. The Lessee shall only perform any work of any kind in the Leasehold according to the Plans and technical specifications approved in advance and in writing by the Lessor, at its sole discretion, and according to the guidelines of a certified safety advisor. It is clarified in this regard that refusal in respect of any alteration to the structure or shell of the Building, or its systems, shall not be considered unjustified (all such Works as and if approved in writing by the Lessor shall be referred to below as “the Construction Works). Prior to commencement of the Works, the Lessor will also provide the Lessor with a list of system consultants and contractors with which the Lessee intents to engage for planning and performance of the Construction Works (“the Construction Consultants”; “the Contractors”). The Lessee will carry out the Construction Works only according to Plans designed by the system consultants and Contractors approved by the Lessor in advance and in writing, at its sole discretion, and the Lessee shall have no claim and/or demand in this regard. It is clarified that any delay in handing over of the Leasehold to the Lessee as a result of a delay in submission of the Plans and/or list of system consultants and/or Contractors for approval by the Lessor shall under no circumstances defer the date of charging the Lessee for any payments applicable to it for the Leaseholder under this Agreement and the Lessee will be charged for all payment applicable to it by virtue of this Agreement from the Handover Date onwards, as defined in the Addendum.


12.2.2.
The process of the Works will be performed in full coordination with the Lessor, updating it on every material detail. Modifications to the Lessee’s Plans and/or specifications, if any are made after approval thereof by the Lessor, will be forward to the Lessor for approval prior to performance thereof, and will only be made after such approval. In particular, but without derogating from the generality of the foregoing, it is hereby emphasized that the Lessee shall not alter and/or damage the shell of the Building, including due to making holes and/or openings, etc.


12.2.3.
The Lessee undertakes that the Contractors on its behalf, that will carry out the Construction Works in the Leasehold, will be certified, registered contractors who are reputable in their field. It is clarified the Lessee is responsible for ensuring and verifying that the Contractors on its behalf carrying out the Construction Works, perform inspection repairs, including according to the law, for all Works in the Leasehold. The Lessee further undertakes that all the materials and products intended for performance of the Construction Works will be of excellent quality and type and in accordance with the latest Israeli standards.

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12.2.4.
The Lessor shall not be liable for the Construction Works and the Lessee will be solely liable for everything related and involved in the Construction Works, including liability for any property damage or bodily harm, if caused to a third party, or the property of the Lessor and/or the Lessee and/or any third party. Furthermore, the entire liability regarding the quality of the materials and the Works, including performance of the Construction Works according the Plans and pursuant to any law will apply solely to the Lessee, and it alone will be responsible for carrying out any repairs and inspections of the Works at its expense during the Lease Term of the Leasehold.


12.2.5.
The Lessee undertakes to purchase, and maintain valid throughout the period of the Works in the Leasehold, appropriate all risk insurance policies as is customary with performance of Construction Works, and will provide the Lessor with an insurance certificate for the Construction Works in the format set out in Appendix “D-1” to this Agreement, prior to commencement of the Works and prior to bringing of any equipment into the Leasehold by or for the Lessee.


12.2.6.
Without derogating from the Lessee’s liability under this Agreement, and without imposing any liability on the Lessor, the Lessor, through a representative on its behalf, will have the right to enter the Leasehold at any time during performance of the Works, and this with the aim of checking compliance with the provisions of this Agreement by the Lessee, including testing the quality of the materials to be used by the Lessee in performance of the Works and performance of the Works according to the approved Plans. If the Lessor finds that the Lessee does not strictly comply with all provisions of this Agreement, the Lessor will have the right to instruct the Lessee, through its representative in the field, to perform an act imposed on the Lessee under this Agreement or to refrain from performing an act which the Lessee is prohibited from performing under the provisions of this Agreement.


12.2.7.
Without derogating from the provisions elsewhere in this Agreement, the Lessee hereby declares explicitly that it is exclusively and solely liable for submission of a license and/or permit for performance of the Construction Works, and that it undertakes to perform and supervise all Construction and Works according to this Agreement and the provisions of any law. Any permit and/or approval, if granted by the Lessor to the Lessor, will be valid only subject to the provisions of any law.


12.2.8.
The Lessee undertakes to perform the Works in a manner that prevents to the extent possible and reduces to a minimum necessary, any nuisance to the areas adjacent to the Leasehold, and undertakes to take all reasonable measures to prevent and/or reduce any such nuisance.


12.2.9.
During and after completion of the Works, the Lessee shall at its expense remove all waste of any kind, including construction waste, related materials, residues, residual packaging, etc., to an authorized waste site and according to the law. If possible, the Lessor will allow the Lessee to place a skip next to the Building during performance of the Works, at the Lessee’s expense, for removal of construction waste, related materials, residues, etc., all subject to the Lessor’s guidelines, including with regard to the location of such skip.

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12.2.10.
Without derogating from the foregoing, the Lessee undertakes to follow the provisions of Appendix “E” to this Agreement regarding working with heat procedures.


12.3.
If Works are carried out without the Lessor's consent, then without derogating from its right to consider this a breach of this Agreement, the Lessor will be entitled:


12.3.1.
To require the Lessee to demolish the Works, in whole or in part, and/or disassemble and/or remove them from the Leasehold, in which case, the Lessee will be required to carry out all repairs in the Leasehold required as a result, in order to restore the Leasehold to its condition prior to performance of the Works, and to complete them within 14 days of the Lessor’s demand. If the Lessee fails to do so, the Lessor may do so at the Lessee’s expense, or -


12.3.2.
Keep the Works as its property and the Lessee agrees that the Works will be the exclusive property of the Lessor without being entitled to anything in return.


12.4.
If Works are performed with the Lessor’s consent, then when the Lessee vacates the Leasehold, the Lessee will have the following choice:


12.4.1.
To demolish and/or disassemble and/or remove them from the Leasehold, in which case, the Lessee will be required to carry out all repairs in the Leasehold required as a result, in order to restore that part of the Leasehold in which the Works were perform to its previous condition prior to performance of the Works, and to complete this no later than by the end of the Lease Term under this Agreement. If the Lessee fails to do so to the Lessor’s satisfaction, the Lessor may do so at the Lessee’s expense, or -


12.4.2.
Leave the Works in the Leasehold, in which case they will be the property of the Lessor without the Lessee being entitled to anything in return.


12.4.3.
The Lessee must notify the Lessor by 90 days prior to the end of the Lease Term of its choice between the alternatives set out in sections 12.4.1 and 12.4.2 above.


12.5.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

13.
Furniture and Equipment

The Lessee is entitled to furnish the Leasehold and install equipment therein, provided that installation of any furniture and equipment does not damage the Leasehold. The equipment which the Lessee may install and operate in the Leasehold is subject to section 12 above.

14.
Maintenance of the Leasehold


14.1.
The Lessee undertakes to use the Leasehold carefully and reasonably, to keep it and its surroundings clean and to avoid any spoilage and damage to the Leasehold, including all of the facilities that serve the Leasehold, independently or together with other lessees.


14.2.
The Lessee will be required to immediately repair any damage and/or spoilage caused to the Leasehold and facilities, as set out in section 14.1 above, and to immediately replace any lost or damaged installed fixture with another similar fixture. Without derogating from the foregoing, the Lessee undertakes to maintain a high level of cleanliness and maintenance in the Leasehold and its surroundings.


14.3.
If the Lessee fails to make any such repairs, or fails to replace any unit which it is required to replace as aforesaid, the Lessor may, but is not obligated, to do so at the Lessee’s expense, and in any event, the Lessee will be required to compensate the Lessor fully for any such damage, spoilage and loss.


14.4.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

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15.
Liability and Indemnity


15.1.
Neither the Lessor nor any party acting and/or operating on its behalf shall be liable in any way for any damage and/or harm that caused to the Lessee and/or the Leasehold and/or the business conducted in the Leasehold and/or equipment and/or facilities in it or its surrounding.


15.2.
Without derogating from the generality of subsection 15.1 above, neither the Lessor nor any person acting and/or operating on its behalf shall in any way be liable for bodily harm and/or property damage of any kind that may be caused to the Lessee and/or its employees and/or any party acting on its behalf, including its agents, suppliers, representatives, Contractors, customers and any other person in the Leasehold, whether with permission or not.


15.3.
To avoid any doubt, the Lessee, and it alone, will be liable for any damage, including bodily harm and/or property and/or reputation damage and/or prevention of profits incurred by the Lessor and/or any third party in connection with the negligence of the Lessee and/or any party on its behalf and any tort that occurs, and all in connection with possession of the Leasehold and/or use of the Leasehold and/or the Building and/or the Park by the Lessee and any party on its behalf.


15.4.
The Lessee will indemnify the Lessor and/or any party on its behalf for any damage and/or claim and/or charge which the Lessor and/or any party on its behalf demands to be paid in connection with any damage and/or tort for which the Lessee is liable as aforesaid, all immediately upon receipt of the Lessor’s first written demand.

16.
Insurance

The Lessee’s Insurance Policies


16.1.
Without derogating from its liability under this Agreement and/or by law, the Lessee undertakes to purchase and maintain the following insurance policies: -

Prior to the date of commencement of the Leasehold adjustment works for the Lessee’s activities, if any, and throughout the entire period of performance thereof (“the Period of Works”), the Lessee undertake to purchase and maintain the insurance policies and other conditions, as set out in sections 16.2 and 16.3 below.

At the end of the Period of Works, prior to the date of taking possession of the Leasehold or prior to bringing any property into the Leasehold (other than property used for performance of Leasehold adjustment works and insured as per section 16.1 below), whichever is earlier, and throughout the lease term (“the Lease Term”), the Lessee undertakes to purchase and maintain the insurance policies and other conditions, as set out in sections 16.4 to 16.10 below.

The Lessee’s Insurance Policies for the Period of Works


16.2.
For the Leasehold adjustment Works for the Lessee’s activities, if any, the Lessee undertakes to purchase and maintain all risk insurance covering contract works, at its expense, throughout the Period of Works and a maintenance period of at least 12 months from completion of the Works, under the terms and for the amounts set out in the insurance certificate for the Works attached to this Agreement as Appendix “D-1”, which is an inseparable part thereof (“Insurance Policy for the Works” and “Insurance Certificate for the Works”, respectively, as the case may be).

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The Insurance Policy for the Works will have priority over any insurance purchased by the Lessor and/or the Management Company.

Without the need for any demand from the Lessor, the Lessee undertake to provide the Lessor, prior to commencement of the Works and as a precondition for implementation thereof, with an Insurance Certificate for the Works duly signed by its insurer. The Lessee also undertakes to ensure and verify that the Insurance Policy for the Works is prepared as required and will be valid throughout the Period of the Works and an expanded maintenance period of 12 months.

The Lessee further undertakes to bring about any change required by the Lessor and/or the Management Company in the foregoing Insurance Certificate in order to adjust it to its liabilities under this Agreement. However, it is clarified that purchasing of the Insurance Policy for the Works and/or the right of criticism granted to the Lessor and/or the Management Company with respect to the Insurance Certificate and/or the Insurance Policy for the Works, its quality, scope, validity or absence thereof does not derogate from the Lessee’s liability and/or obligations under this Agreement and/or any law.

The Lessee declares that it is aware that provision of the Insurance Certificate as aforesaid is a precondition to performance of the Works and/or bringing property into the Leasehold for performance thereof and the Lessor may prevent it from performing the Works and/or bringing such property in the event that the Insurance Certificate is not provided on time.


16.3.
The Lessee exempts the Lessor, the Management Company, their employees and directors, and the other lessees and/or tenants and/or the other rights holders in the Park (“the Other Rights Holders”), whose lease agreements or any other agreement that grants them rights in the Park include a parallel exemption in favor of the Lessee, from liability for any loss and/or damage in respect of which it is entitled to indemnity according to the insurance as set out in section 1 of the Insurance Certificate for the Works (or for which it would have been entitled to indemnity if not for the deductible) and it shall have no claim and/or demand and/or suit against the foregoing for such loss and/or damage. The foregoing regarding exemption from liability will not apply in favor of whoever causes damage maliciously.

The Lessee’s Insurance Policies for the Lease Term


16.4.
Without derogating from the Lessee’s liabilities under this Agreement and/or any law, the Lessee undertakes to purchase and maintain the insurance policies at its expense throughout the Lease Term under terms and for amount as set out in the Insurance Certificate attached to this Agreement as Appendix D-2, which is an integral part thereof (“the Lessee’s Insurance Policies” and “the Insurance Certificate”, respectively, as the case may be).

Notwithstanding the foregoing, it is agreed that the Lessee may not purchase consequential loss insurance as set out in section (4) of the Insurance Certificate, in whole or in part. However, the exemption as set out in section 16.9 below will apply as if such insurance was purchased in full.

For the avoidance of doubt, it is hereby clarified that the liability limits required under the Lessee’s Insurance Policies are a minimum requirement imposed on the Lessee. The Lessee declares and confirms that it shall be precluded from raising any claim and/or demand against the Lessor and/or the Management Company and/or any party acting on its behalf with respect to the foregoing minimum liability limits.


16.5.
The Lessee’s Insurance Policies will have priority over any insurance purchased by the Lessor and/or the Management Company.

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16.6.
The Lessee undertakes to comply with all of the terms of the policies purchased by it, to pay the premiums in full and on time, to ensure that the Lessee’s Insurance Policies are renewed from time to time as necessary and that they are valid throughout the Term of the Agreement.


16.7.
Prior to the date of receipt of possession of the Leasehold or prior to bringing any property into the Leasehold (other than property insured under the Insurance Policy for the Works), whichever is earlier, and without the need for any demand from the Lessor and/or the Management Company, the Lessee undertakes to provide the Lessor with an Insurance Certificate duly signed by its insurer.

Immediately at the end of the insurance term, the Lessee will provide the Lessor with an updated Insurance Certificate for renewal of the validity of the Lessee's Insurance Policies for a further insurance term, and for every insurance term, as long as this Agreement is valid.

The Lessee further undertakes to bring about any change required by the Lessor and/or the Management Company in the foregoing Insurance Certificate in order to adjust it to its liabilities under this Agreement. However, it is clarified that purchasing of the Lessee’s Insurance Policies and/or the right of criticism granted to the Lessor and/or the Management Company with respect to the Insurance Certificate and/or the Lessee’s Insurance Policies, their quality, scope, validity or absence thereof, does not derogate from the Lessee’s liability and/or obligations under this Agreement and/or any law.


16.8.
The Lessee declares that it is aware that provision of the Insurance Certificate as aforesaid is a precondition receiving possession of the Leasehold and/or bringing property into the Leasehold (other than property insured under the Insurance Policy for the Works) and the Lessor may prevent it from taking possession of the Leasehold and/or bringing property as aforesaid in the event that the Insurance Certificate is not provided on time.

The Lessee also declares that it is aware that failure to present the Insurance Certificate on time shall not derogate from its obligations under this Agreement, including any payment liability, and the Lessee undertakes to comply with its obligations under this Agreement, in full and on time, even if prevented from taking possession of and/or bring property into the Leasehold.


16.9.
The Lessee exempts the Lessor, the Management Company, their employees and directors, and any other parties whose lease agreements or any other agreement that grants them rights in the Park include a parallel exemption in favor of the Lessee, from liability for any loss and/or damage for which it is entitled to indemnity under the property and consequential loss insurance as stipulated in sections (1) to (4) of the Insurance Certificate (or for which it would have been entitled to indemnity if not for the deductible) and it shall have no claim and/or demand and/or suit against the foregoing for such loss and/or damage. The foregoing regarding exemption from liability will not apply in favor of whoever causes damage maliciously.


16.10.
The Lessee undertakes not to perform and not to permit its representatives to perform and act or omission that increases the insurance expenses applicable to the Lessor and/or the Management Company and/or the Other Rights Holders, for the insurance of the Park or its lessees.

In the event that the Lessor and/or the Management Company are required to pay any premium in addition to the usual premium for the Lessee’s operations, the Lessee undertakes to pay the Lessor and/or the Management Company such addition immediately upon their first demand.

The Lessee undertakes to comply with the insurance procedures and guidelines published from time to time by the Lessor and/or the Management Company.

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The Lessor’s Insurance Policies


16.11.
Without derogating from its liability under this Agreement and/or pursuant to the law, the Lessor undertakes to purchase and maintain the following insurance policies, independently and/or through the Management Company, throughout the Term of the Agreement (“the Lessor’s Insurance Policies”): -


(A)
An extended fire insurance policy covering the replacement value of the structure of the Building, including all of its systems, fixtures and facilities. The insurance policy will include a waiver of subrogation against the Lessee and its employees and directors, provided that such waiver of subrogation does not apply in favor of any person who causes damage maliciously.


(B)
An insurance policy for loss of rent and/or management fees due to loss and/or damage to the property insured as per section 16.11(A) due to extended fire risks (excluding break-in), for an indemnity period of 12 months. The insurance policy will include a waiver of subrogation against the Lessee and its employees and directors, provided that such waiver of subrogation does not apply in favor of any person who causes damage maliciously.

Notwithstanding the foregoing, it is agreed that the Lessor may not purchase such insurance, in whole or in part. However, the exemption as set out in section 16.12 below will apply as if such insurance was purchased in full.


(C)
A third party liability insurance policy to cover the liability of the Lessor and/or the Management Company according to the law for bodily harm and/or property damage caused to any person and/or entity, with liability limits of USD 2,000,000 per incident and cumulatively for an annual insurance term. This policy shall be extended to indemnify the Lessee for its liability for the acts and/or omissions of the Lessor and/or the Management Company, subject to a cross-liability clause.


(D)
An employers’ liability insurance policy to cover the liability of the Lessor and/or the Management Company in accordance with the Torts Ordinance [New Version] and/or the Defective Product Liability Law, 1980 toward its employees for bodily harm and/or illness caused to them during and due to their work, with liability limits of USD 5,000,000 per claim, per incident and cumulatively for an annual insurance term. The policy will be expanded to indemnify the Lessee if it is considered to be the employer of any of the employees of the Lessor and/or the Management Company.


16.12.
The Lessor declares, in its name and the name of the Management Company, that it shall not have any claim and/or demand and/or suit against the Lessee and its employees and directors for loss and/or damage for which the Lessor and/or the Management Company are entitled to indemnity under the insurance policies set out in sections 16.11(A) and 16.11(B) above (or for which it would have been entitled to indemnification if not for the deductible) and it exempts the Lessee and its employees and directors from liability for any such loss and/or damage. The foregoing regarding exemption from liability will not apply in favor of whoever causes damage maliciously.


16.13.
The Lessee undertakes to bear the proportionate insurance premium for the Lessor's Insurance Policies, based on the area of the Leasehold, and to pay them to the Lessor immediately upon its first demand.


16.14.
To avoid any doubt, it is clarified that purchasing of the Lessor's Insurance Policies by the Lessor and/or the Management Company does not derogate from the Lessee’s obligations and/or liabilities under this Agreement and/or pursuant to the law.

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17.
Lessor’s Access to Leasehold


17.1.
The Lessor and/or its representatives, and any party acting on its behalf have the right to construct additional floors in or around the Building and/or to perform other construction works and/or to pass any pipes, ducts and other conductors through (or over) the Leasehold for water, sewage, channeling, gas, electricity, telephone or for any other purpose, and to carry out any other works or installations in the Leasehold, for the purpose of use of the property adjacent to the Leasehold, and for any other similar purpose, provided that such powers are exercised in a manner that reduces, as far as possible, the inconvenience and disturbance caused thereby, and on condition that the Lessor carries out or causes its representatives or the parties acting on its behalf to carry out all repairs required in the parts of the Leasehold that are damaged by performance of such works to restore them to their previous condition.


17.2.
The Lessor or its representatives have the right, if possible after giving the Lessee notice:


17.2.1.
To enter the Leasehold at any acceptable time in order to examine whether the terms of this Contract are being complied with.


17.2.2.
To enter the Leasehold at any acceptable time and to carry out any repairs required within the Leasehold for the purpose of the Building or any part thereof.


17.2.3.
In the last six months of the lease, to enter the Leasehold during standard operating hours together with visitors.


17.2.4.
To instruct the Lessee to carry out any repairs in the Leasehold that may be necessary within the Leasehold, whether related to the Leasehold or to other parts of the Building.


17.3.
The Lessee undertakes not to deprive the Lessor of access to the Leasehold as stipulated in sections 17.1 and 17.2 above and to allow it or those acting on its behalf to perform the works set out in those sections.

18.
Rights Transfer Prohibition


18.1.
The Lessee undertakes not to transfer the lease of the Leasehold or any part thereof to others, not to hand over, transfer or lease the Leasehold or any part thereof, not to permit others to use the Leasehold or any part thereof, not to share with others the possession and/or use and/or benefit of the Leasehold or any part thereof and/or the business conducted in the Leasehold, and not to transfer to others any easement or right in the Leasehold or any part thereof, all whether for a consideration or not, and not the transfer, pledge or encumber its rights under this Agreement.


18.2.
With regard to section 18.1 above, if the Lessee is a company, any action of any kind that causes a change in control of the Lessee will be considered to be a transfer that requires the company’s consent. Definition of the term “control” in this section: “Holding of at least 51% of the shares and rights of any kind in a company, including the right to appoint at least 51% of the directors and the right to appoint the CEO.”


18.3.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

19.
The Vacation


19.1.
The Lessee under takes to vacate the Leasehold and hand it over to the Lessor no later than on the date of termination of the Lease Term and/or if the agreement is canceled by the Lessor due to a breach by the Lessee as set out in section 23.1 below. The Lessee undertakes that on the date of vacating the Leasehold and returning it to the Lessor, the Leasehold shall be vacant and free of any person or object, when it is in a good, proper and tidy condition, as it was received, subject to the provisions of sections 3 and 12 above, and subject to wear and tear due to reasonable and careful use of the Leasehold by the Lessee in accordance with the provisions of this Agreement. To avoid any doubt, it is hereby agreed that the Leasehold will be returned to the Lessor repainted or re-whitewashed by the Lessee at its expense with paint or whitewash in the color, material and quality as received by the Lessee from the Lessor.

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19.2.
If the Lessee fails to comply with its obligations under section 19.1 above, then without derogating from the Lessor’s right to exercise its rights in any manner it sees fit and without derogating from the other rights at the Lessor’s disposal pursuant to any law and/or contract under the circumstances, the Lessee will be required to pay the company, as long as it fails to meet its foregoing obligations, appropriate usage fees in the amount stipulated in the Addendum, plus VAT, per day, and this as liquidated damages.

Furthermore, the Lessee will be required to pay the Service Fees for the Building and the Total Service Fees, plus VAT, for the period of delay in vacation, and it is hereby agreed that with regard to payment of such Service Fees, a delay in vacation for part of a month will be considered a delay for an entire month.

The appropriate usage fees will be CPI-linked and the provisions of section 7.1 above will apply, with the necessary changes.
The agreed payment date of the damages for each day of delay in vacation will be at the beginning of each day of delay as aforesaid.

It is agreed and declared explicitly between the parties that the amount of the liquidated damages was determined following a careful and cautious estimate and in reasonable proportion to the damage that would have been foreseeable at the time of execution of this Agreement, caused to the Lessee due to the Lessee’s failure to vacate the Leasehold on the said date, and the Lessee shall voice no claim that the said amount was determined as a fine and will be precluded from making such a claim.


19.3.
It is agreed and declared explicitly by the parties that the provisions of section 19.2 above do not release the Lessee from its obligations under section 19.1 above and/or grant it any right of any kind, including, but without derogating from the generality of the foregoing, any protected lease rights pursuant to the law and/or do not constitute the Lessor's consent to extension of the Lease Term of the Leasehold by the Lessee and/or derogate from or reduce the rights and/or harm the right of the Lessor to receive any other relief or remedy in accordance with this Agreement or the law, including removal of the Lessee from the Leasehold and additional compensation for any damage incurred by the Lessor due failure to vacate the Leasehold by the Lessor on time.


19.4.
If upon vacating and returning the Leasehold to the Lessor, the Leasehold is not in the condition as stated in section 19.1 above, then the Lessee will be required to reimburse the Lessor upon its first demand for any expenses which it incurs in order to restore the Leasehold to the condition in which the Lessee should have returned it to the Lessor, and all expenses involved, and to compensate it for any damage, loss and prevention of profit that would have arisen from the condition of the Leasehold and/or the need to bring it to a good and proper condition, and from performance of the works involved.


19.5.
The Leasehold shall be vacated and returned to the Lessor in the presence of the Lessor and the Lessee, who will prepare a vacation protocol reflecting the state of the Leasehold at such time. In the event of vacation without the presence of the Lessee by its own fault, the protocol will be prepared by the Lessor alone and its contents will bind the Lessee.


19.6.
In addition to the Lessor’s right under any law and this Agreement, in the event that the Lessee fails to vacate the Leasehold on time, the Lessor or anyone appointed by it is authorized and entitled, and the Lessee hereby grants its consent and permission, to enter the Leasehold breaking the locks and replacing them with others, using reasonable force, to take exclusive possession thereof and to remove the Lessee’s belongings from it and store them at the Lessee's expense and responsibility wherever it sees fit, and the Lessee shall be required to reimburse the Lessor for all expenses which it incurs in this regard.  The Lessor shall not be liable for any damage of any kind caused to the Lessee and/or its property, if any, during performance of the said actions by the Lessor, and the Lessee shall not make and hereby waives any claim or suit against the Lessor due to performance of all of the foregoing.

20


19.7.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach of all or part thereof shall constitute a fundamental breach of this Agreement.

20.
Collateral

20.1.


20.1.1.
As security for fulfillment of the Lessee’s obligations under this Agreement, the Lessee will provide the Lessor with all of the following collateral within 48 hours of signing this Agreement:


A.
An autonomous, unconditional, negotiable bank guarantee prepared in favor of the Lessor, exercisable in part, in the format of Appendix “H” to this Agreement, in an amount equivalent to 9 months’ rent plus VAT and service fees for 9 months’ lease, based on the latest known rate prior to provision of such guarantee, plus VAT as required by law. The amount of the guarantee will be linked to the Base-CPI and the provisions of section 7.1 above will apply to linkage of the amount of the guarantee with the necessary changes.


B.
A deed of guarantee in the format attached to this Agreement as Appendix “H” duly signed by guarantors approved by the Lessor in advance as guarantors of all of the Lessee’s obligations, severally or jointly with it.


20.1.2.
If the rent and/or maintenance fees and/or VAT rate is updated and/or changed, then the Lessee will provide the Lessor, within 14 days from receipt of the Lessor’s demand, with a replacement or additional bank guarantee securing the rent payments for a period of nine months according to the monthly payment rates.


20.1.3.
The Lessee undertakes to renew the guarantee or guarantees from time to time, and this no later than 7 days from expiration thereof. If the Lessee fails to do so, the company will be entitled to exercise them, and this without releasing the Lessee from its obligation to provide the Company with a new guarantee or guarantees and any of its obligations under this Agreement. If the amount exercised under the guarantee as aforesaid exceeds the amount due to the Lessor from the Lessee at that time, the balance will be deposited by the Lessor in a deposit under the terms to be determined by the company at that time. The Lessee shall not be entitled to any compensation and/or other payment for any direct or indirect damage or any other payment for exercise of the guarantee or guarantees by the Lessor according to this section.


20.2.
In any event that moneys are due, if any, to the Lessor from the Lessee according to the provisions of this Agreement and/or for breach thereof, the Lessee will be entitled to use the bank guarantee deposited with it in a total amount equal to the amounts due to the Lessor from the Lessee, if any.


20.3.
It is agreed and declared between the parties that provision of the bank guarantee by the Lessee to the Lessor and/or presentation thereof for redemption by the Lessor does not derogate from the Lessor's right to collect from the Lessee in any manner possible, the damage caused due to a breach of any of the Lessee’s obligations under this Agreement, or release the Lessee from any of its obligations under this Agreement and/or grant it any right protected by law and/or limit the Lessor in exercising its foregoing rights and/or limit the amount of the compensation and/or damages which the Lessor will be entitled to receive from the Lessee due to a breach of any of its obligations under this Agreement.

21


20.4.
The Lessor shall be entitled to use the bank guarantee and/or guarantees according to section 20.1.1 above at its absolute discretion and use of the guarantees, or any of them, does not derogate from any of the Lessor’s rights under any contract and/or law.


20.5.
If the Lessee does not owe anything to the Lessor pursuant to this Agreement, the Lessor will be required, at the end of 90 days from the date of return of the Leasehold by the Lessee to the Lessor, to return the bank guarantee to the Lessee, subject to presentation of all receipts and payment confirmations of the various payments by the Lessee.


20.6.
The provisions of this section constitute a fundamental condition of this Agreement, and any breach thereof shall constitute a fundamental breach of this Agreement.

21.
Indemnification of the Lessor

In the event that the Lessee fails to fulfill any of its obligations under this Agreement, then the Lessor will be entitled (but not obligated), in addition to and without derogating from its rights and powers under this Agreement and the law, to pay for performance everything which the Lessee should have done, and the Lessor will be required to reimburse and pay the Lessor, immediately upon its demand, for any payment or expense incurred by the Lessor in this regard.

22.
Interest

Without derogating from any of the Lessor’s rights according to the provisions of this Agreement and pursuant to the law, in the event that the Lessee defaults on the payment of any amount which it is required to pay to the Lessor according to this Agreement, the Lessee will be required to pay the Lessor interest on the amount in arrears plus VAT as required by law. The interest rate will be the maximum rate permitted under the law at that time, and if the interest rate is not limited by law, the maximum interest rate which Bank Leumi of Israel Ltd. will charge at that time for an unapproved overdraft in a current loan account and which the central branch manager of that bank would have determined in this regard, or interest at a rate of 5% per month (unlinked), or the required linkage differences due to an increase in the CPI from the date at which the Lessee was to settle the payment to the Lessor until actual settlement thereof, plus interest at a rate of 48% per year, whichever is higher.

23.
Breach


23.1.
Any party that breaches or fails to comply with any of its obligations under this Agreement will be required to compensate the complying party for any damage or losses caused to the complying party as a result, and this without derogating from the right of the complying party to any other and/or additional relief and remedy, including performance in kind or an evacuation order.


23.2.
In the event of a fundamental breach, as defined in this Agreement and/or by law, by the Lessee and/or non-fundamental breach of this Agreement by the Lessee that is not remedied by it even though 15 days have gone by since receipt of a warning thereof from the Lessor, the Lessor shall be entitled to notify the Lessee that the lease under this Agreement is null and void, and then the Lessee shall be required to vacate the Leasehold as stipulated in section 19 above, within 10 days from the date of such notice, and this without derogating from the Lessor’s rights under this Agreement, including, but without derogating from the generality of the foregoing, the right to receive the entire rent and the other amounts which it would have been entitled to had this contract been fulfilled, and without derogating from its right to receive any other relief and remedy, including compensation for any damage caused to the Lessor due to the foregoing breach or non-compliance.

It is agreed between the parties that the foregoing 10-day period was determined by them as a reasonable time for the purposes of the provisions of the Contracts (Remedies for Breach of Contract) 1970 and that during such period, the Lessee will be charged rent at the rate stipulated in section 19.2.

22


23.3.
Without derogating from its right to compensation at a higher rate or any other relief, in the event of a fundamental breach of this Agreement by the Lessee, the Lessor will be entitled to liquidated damages in an amount equal to six months’ rent and service fees, plus VAT, at the rate thereof on the date of the breach or of actual payment, whichever is higher, and this whether the Lessor elects to cancel or fulfill the agreement, provided that in the event of fulfillment of the contract notwithstanding the Lessor’s right to cancel it, damages at a rate of 20% of the foregoing amount will be paid. The parties declare that they consider the foregoing amount as appropriate liquidated damages for damage which the parties consider to be the probable result of a fundamental breach of this Agreement by the Lessee.

24.
Rights Transfer by the Lessor

The Lessor may lease and/or sell its rights in the Park and/or the Building and/or the Leasehold to any party and for any purpose (including a similar purpose to the purpose of the lease) that it deems fit, and to carry out any construction works in the Building in which the Leasehold is located and its surroundings, even if the involve structural changes to the Building, without requiring any consent from the Lessee, and this without derogating from the Lessee’s rights in the Leaseholder under this Agreement.

The Lessee declares that it is aware that the Lessor does not undertake that, in any other units in the Building or anywhere else in the Park, no businesses will be managed that are identical to or compete with the business conducted by the Lessee in the Leasehold.

25.
Crediting of Payments and No Right of Offset


25.1.
In the event that the Lessee owes the Lessor several charges, upon payment the Lessor will have the right to determine, at its discretion, on account of which charge the amount paid will be credited. As long as the Lessor does not notify the Lessee otherwise, the payment will be credited first in respect of the rent and then in respect of the Service Fees and other expenses in their order.


25.2.
The Lessee shall not be entitled to offset from any of the Lessee’s Payments under this Agreement, including the Service Fees, any financial charges which the Lessor owes the Lessee, if any, whether by virtue of this Agreement or by virtue of other transactions.

26.
Miscellaneous

26.1.


26.1.1.
No conduct of any of the parties shall be considered as a waiver of any of its rights under this Agreement or pursuant to any law, or as any waiver or consent by it for any breach or non-compliance with the terms of this Agreement by the other party, or as granting of any deferral or extension to perform any act which the other party is required to perform, or as any change, cancellation or addition of any condition, unless the waiver, consent, deferral, change, cancellation or addition was made explicitly in writing.


26.1.2.
It is agreed explicitly that performance of each and every obligation of the Lessor under this Agreement is conditional to the Lessee first fulfilling its obligations under this Agreement, as the case may be, and the Lessor may, without derogating from that stated elsewhere in this Agreement, delay implementation of any of its obligations until the Lessee has fulfilled its obligations.

23


26.1.3.
It is declared and agreed that the provisions of this Lease Agreement are based on the Leasing and Borrowing Law, 1971, and that the provisions of Chapter A of that law shall not apply to the lease under this Agreement.


26.1.4.
It is agreed between the parties that any change to this Agreement by the parties in respect of the description of the Leasehold, the Lease Term, the rent, the payment method thereof or any other matter, may be made and will be valid only if prepared in writing and signed by all parties to this Agreement.


26.2.
If the Lessee is a foreign resident, it undertakes to fulfill its obligations under this Agreement according to the Currency Control Law, 1978 and the pursuant regulations, orders and permits.


26.3.
The Lessor’s accounts will be prima facie proof of any charge and the accounting included therein, and any claim by the Lessee from the Lessor, the amount and details of which have been approved by an accountant, will bind the Lessee, and the Lessee agrees that such shall be used as sufficient written reference for filing with the court in a summary procedure.


26.4.
The parties agree that the competent court of Tel Aviv has sole and exclusive jurisdiction in respect of this Agreement and the messages thereunder.


26.5.
The addresses of the parties are as specified beside their name at the beginning of the agreement and any notice sent to any of the parties according to the address appearing beside its name will be considered to having been received by it 72 hours after dispatch by registered mail.

If the Lessee includes several units, the notice will be deemed to have been delivered each of the units if sent as aforesaid to one of the Lessee’s units according to the foregoing address.

In witness whereof, the parties set their hands on the foregoing date:

/s/ Yuval Yudelevich   /s/ Avi Barzilai
 
/s/ Sharon Fima     /s/ Omri Schanin
The Lessor
 
The Lessee

 
I, the undersigned, Asaf Abramov, Adv., of 1 Arieh Shenkar Street, Herzlia, confirm that Messrs. Sharon Fima (ID NO. 031927098) and Omri Schanin (ID No. 302729553), who are authorized to sign this Agreement in the name of the Lessee and whose signatures bind the Lessee for all intents and purposes, appeared before me and signed this Agreement in my presence.


 
In witness thereof I have hereunto set my hand
/s/ Asaf Abramov


 
On the 7 day of the 11 month of 2019.

24

Appendix A
 
To the unprotected lease agreement dated November 1, 2019
 
Lessee: MeaTech Ltd., Company No. 515851152
 
The parties agree that the provisions of this appendix revises and changes the contract only in the sections and/or provisions that are revised and/or added and/or deleted in this appendix.
 
The sections that are added and/or revised and/or deleted will prevail over that stated in the agreement, and this despite that stated therein.
 
The Leasehold:
An area on the third (3) floor as described below, in Building No. 18 at Kiryat Weizmann Scientific Part in Nes Ziona (respectively: “the Building”, “the Park”), as marked in red on the sketch attached to this Agreement as Appendix “C”.
 
Area of the Leasehold:
The area of the Leasehold for the purpose of the payments under this Agreement is 337 sq.m gross, when it is clarified that this area includes loading for the share of the Leasehold of the use of common property in the public areas of the Building.
 
Handover Date:
The Handover Date is November 1, 2019.
 
A delay in handing over the Leasehold for reasons dependent on the Lessee and/or any party on its behalf will defer the actual Handover Date, but not the Lessee’s obligations from the foregoing Handover Date onwards, including, but not limited to its obligations to pay the rent and management fees and other miscellaneous payments for the Leasehold, according to the provisions of this Agreement. The Leasehold will be handed over to the Lessee on the Handover Date in its as is condition.
 
The Lease Term:
A period that commences on the Handover Date, i.e. November 1, 2019, and ends 36 calendar months later, namely October 31, 2022 (“the Lease Term”). It is agreed that during the Lease Term, the Lessee may terminate the lease in the Leasehold twenty four (24) months after the Handover Date (“the Exit Point”), subject following provisions. Termination of the lease at the Exit Point will be possible only subject to receipt of an unconditional written notice from the Lessee regarding its wish to terminate the lease in the Leasehold on the foregoing Exit Point date (“the Notice”), received by the Lessor at least 60 days prior to the Exit Point date (“the Date of Notice"). It is clarified that if the Lessee does not send the Notice by the Date of Notice, it shall not be entitled to exercise its right to the foregoing Exit Point. It is clarified that if the Lessee chooses to exercise its right to such Exit Point, exercise of the right will be subject to payment of an exit fee to the Lessor in an amount equal to the rent and management fees for one month’s lease of the Leasehold, when such sum is linked to the Base CPI plus VAT as required by law ("Exit Fee Payment").
 
Section 3:
Possession of the Leaseholder will be handed over according to the provisions of this Agreement, and subject to compliance with the Lessee’s obligations, in full and on time, as stated in sections 7.2 and 16, and payment of the amount under section 7.1.3. The Lessee declares that accepts possession when the Leasehold in its as is condition on the date of signing this Agreement, and that it hereby waives any claim and/or demand and/or lawsuit against the Lessor and/or any party on its behalf for the condition of the Leasehold on the Handover Date and/or the date of signing this Agreement.
 
Section 6:
Subject to any law, the purpose of the lease of the Leasehold is for offices and laboratories, and this only.
 
25

Section 7:
 
Base Index:
The consumer price index (general) published on May 15, 2019 for April 2019 (_____ points, based on 2010).
 
Rent:
The rent to be paid by the Lessee for the Leasehold during the Lease Term, as defined above, will be NIS [**] per gross sq.m of area of the Leasehold per month, while such sum is linked to the Base Index plus VAT as required by law.
 
Parking Spaces:
During the Lease Term, the Lessee may use for parking purposes only, three (3) parking spaces to be allocated to it by the Lessor in the parking lot attached to the Building (respectively: “the Parking Spaces”; “the Parking Lot”). The Lessor may change the location of the Parking Spaces from time to time, at its sole discretion, subject to provision of notice to the Lessee, without the Lessee having any claim and/or lawsuit and/or demand in this regard.
 
For the Parking Spaces, the Lessee will pay the Lessor a total in NIS equivalent NIS [**] per month, when this sum is linked to the Base CPI plus VAT as required by law.
 
The following provisions apply to use of any of the Parking Spaces:
 
The parking fees to be paid for the Parking Spaces, as stipulated above, will be paid for the right of use of the Parking Spaces only, and not for security or provision of another service to the Lessee and/or for a vehicle that parked in the Parking Spaces. By signing this Addendum, the Lessee confirms that it is aware that the Lessor does not provide security services of any kind in Parking Pots of the Park. The Lessee exempts the Lessor of any liability to safeguard the vehicles parked in the Parking Spaces and the provisions of the Bailees Law, 1967 shall not apply to this Agreement.
 
The Lessee will bear all taxes and fees for the Parking Spaces, if applicable, including and without derogation, payment of municipal rates and taxes for the Parking Spaces.
 
The Lessee and/or its representatives undertake to comply with all instructions of the Lessor and/or any party acting of its behalf related to management of the Parking Lot, its operating arrangements, parking arrangements and traffic therein, etc., including those displayed from time to time throughout the Parking Lot by means of signs and/or in any other manner.
 
To avoid any doubt, the Lessor and/or its representatives and/or any entity and/or person engaged by it and/or acting on its behalf are not liable for any harm, theft, damage or loss of any kind and/or for any reason incurred by the Lessee and/or its representatives, to a vehicle and/or any other person or property in the Parking Lot area.
 
Section 7.4
The number 7 will be deleted and replaced by the number 4.
 
Section 7.6
The phrase “and all other payments due to the Lessor from the Lessee” will be followed by: “under to this Agreement"
 
Section 8.1.1
The word “upon” will be deleted and replaced by the following phrase: “within 2 business days from the date of”, and the following will be added: “and no later than the date stipulated in the payment demand”.
 
Section 8.2
The phrase “two business days” will be deleted and replaced by the phrase: “five business days”.
 
Section 11.1
“if relevant” will be added to the end of the section.
 
Section 20.1.1(A)
In the third line, the phrase: “9 months’ lease” will be replaced by: “3 months’ lease”; in the fourth line, the phrase “service fees for 9 months’ lease” will be replaced by: “service fees for 3 months’ lease”.
 
26

Section 20.1.1(B)
Will be deleted in its entirety.
 
Section 20.1.2
The word “nine” will be replaced by “three”.
 
Section 20.1.3
The following phrase will be added to the end of the paragraph: “provided that the Lessor notified the Lessee of such breach, and the breach is not remedied within 7 business days.”
 
Appendix H will be deleted in its entirety.
 
/s/ Yuval Yudelevich   /s/ Avi Barzilai
 
/s/ Amir Hasidim    /s/ Omri Schanin
The Lessor
 
The Lessee

 27

Exhibit 10.4

Meat-Tech 3D Ltd.
 
Reg. No. 520041955
 
Option and RSU Allocation Plan
 
(In accordance with the Income Tax Ordinance Amendment Law (No. 132), 5772-2002)
 
This plan, as updated from time to time, shall be called the Option and RSU Allocation Plan of Meat-Tech 3D Ltd. (the "Plan").
 
The purpose of the Plan is to allocate to employees, consultants, service providers, and officers (including directors) of Meat-Tech 3D Ltd. (hereinafter: the "Company") and of its Affiliates (as defined below), options exercisable for the Company's shares and/or RSUs, in order to create among them an incentive and to include them in the Company's development and success.
 
1.
Definitions
 
For the purpose of the Plan and the documents related to it, including grant and/or allocation agreements, the definitions listed in Appendix A to the Plan will apply.
 
2.
Plan Administration and Board Authority


2.1
This Plan shall be administered by the Company's Board of Directors directly, or alternatively, on the recommendation of the Committee, subject to any law in force and the provisions of the Company's Articles of Association. Notwithstanding the foregoing, the Board of Directors shall have residual authority if a Committee is not formed or if the Committee ceases to serve for any reason or if the Committee is not authorized to act by law.
 

2.2
The Board of Directors shall have the sole authority and absolute discretion to decide as follows: (1) to determine the identity of the Grantees; (2) to determine the terms of grant and/or allocation agreements, including the number of options and/or RSUs granted to each Grantee, vesting dates, the manner of exercise of the options, the exercise price, to set restrictions on the transferability of options and/or RSUs, as well as conditions regarding the forfeiture and expropriation of options and RSUs, as well as to cancel and suspend grants; (3) to determine the market value of the shares subject to the options and/or the RSUs; (4) to select the tax track of the Trustee-Track Section 102 options and/or RSUs; (5) to determine the type of options and/or RSU granted; (6) to change restrictions and conditions that apply to options and/or RSUs; (7) interpret the terms of the Plan and oversee the administration of the Plan; (8) to accelerate in full or in part the vesting dates of the options granted to each Grantee; (9) to freeze, terminate or cancel the entire Plan or any part thereof, and to amend the Plan and its provisions; and (10) to decide and determine any other matter necessary for the administration of the Plan.
 

2.3
The Board of Directors will have the authority, at its discretion, to cancel options and/or RSUs and in return, to grant a Grantee new options with the same, lower or higher exercise price than that of the original canceled options, and/or to grant RSUs in lieu of the canceled RSUs, subject to obtaining the required approvals from the tax authorities.
 

2.4
The Board of Directors' interpretation of any clause in the Plan or options agreement and/or RSU agreement shall be final and absolute.
 

2.5
The Company does not undertake that the Plan will be recognized by the tax authorities as such, which would provide the Grantees with the benefits provided for in Section 102 of the Ordinance. If the provisions of Section 102 of the Ordinance and the Income Tax Rules (Tax Relief in Allocation of Shares to Employees) 2003, which were promulgated pursuant thereto (hereinafter: the "Rules"), then the Plan and the options agreement and/or RSU agreement will be subject to the provisions of Section 102, the Rules and approval of the Income Tax Assessor, as applicable. The conditions of Section 102 and/or the approval of the aforementioned Income Tax Assessor, which are not explicitly specified in the Plan and/or in the options agreement and/or RSU agreement, will be considered valid and binding on the Company and the Grantees.
 

2.6
Unless expressly provided otherwise in the options agreement and/or RSU agreement, in any case of conflict between the provisions of the Plan and the options agreement and/or RSU agreement, the provisions of the Plan shall prevail. If otherwise provided in the options agreement and/or RSU agreement, the provisions of the agreement shall prevail over the provisions of the Plan.
 
3.
Determining the Plan Participants
 

3.1
Persons eligible to participate in the Plan as Grantees shall include Employees and Non-Employees (as defined in Appendix A) of the Company or its affiliates, provided that: (1) Employees shall receive “Section 102 options and/or RSUs” only; (2) Non- Employees will receive Section 3(i) options and/or RSUs only. Eligibility to participate in the Plan does not imply the right to participate in the Plan, and the Board of Directors has absolute discretion to determine whether or not any eligible person will be given options and/or RSUs.
 

3.2
Granting options and/or RSUs to a Grantee by virtue of this Plan neither entitles nor deprives the recipient of the options and/or RSUs of the right to participate in grants of options and/or RSUs by virtue of the Plan or any other allocation plan of the Company or its affiliates.
 

3.3
Without derogating from the above, any options and/or RSU grant will be approved and implemented in accordance with the provisions of any law, as will be in force from time to time, including the Companies Law, the Securities Law and regulations promulgated thereunder.
 
4.
Determining the Type of Options and/or RSUs in Accordance with Section 102
 

4.1
The Company may determine the type of options that will be granted to employees in accordance with Section 102 as "Non-Trustee-Track Section 102 options and/or RSUs" or “Trustee-Track Section 102 options and/or RSUs”.
 

4.2
The granting of “Trustee-Track Section 102 options and/or RSUs” by virtue of the Plan shall be subject to the approval of the Plan by the Board of Directors, as detailed in Section 14 below, and shall be subject to approval of the Plan by the Tax Authorities.
 

4.3
“Trustee-Track Section 102 options and/or RSUs” may be classified as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs".
 

4.4
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be capital gains-based, in accordance with Section 102(b)(2) of the Ordinance, will be referred to hereinafter as "Capital-Gains-Track Options and/or RSUs".
 

4.5
“Trustee-Track Section 102 options and/or RSUs” in respect of which the Company has chosen and determined that the applicable tax track will be income tax-based, in accordance with Section 102(b)(1) of the Ordinance, will be referred to hereinafter as "Income-Tax-Track Options and/or RSUs".
 

4.6
The Company's selection regarding the type of “Trustee-Track Section 102 options and/or RSUs” as "Capital-Gains-Track Options and/or RSUs" or "Income-Tax-Track Options and/or RSUs" (hereinafter the "Selection"), shall be submitted as required to the Tax Authorities prior to the grant date of the “Trustee-Track Section 102 options and/or RSUs”. The Selection will take effect from the first grant date and will remain in effect least until the end of the following year, or any other date as may be determined from time to time by the provisions of Section 102. The Selection will require the Company to grant only the chosen type of “Trustee-Track Section 102 options and/or RSUs”, which will apply to all Grantees who receive “Trustee-Track Section 102 options and/or RSUs” during the aforementioned period, all in accordance with Section 102(g) of the Ordinance. For the avoidance of doubt, the Selection will not preclude the Company from granting "Non-Trustee-Track Section 102 options and/or RSUs" simultaneously.
 

4.7
All "Trustee-Track Section 102 options and/or RSUs" shall be held in trust by a trustee, as described in Section 5 below.
 

4.8
For the avoidance of doubt, the determination regarding the type of options and/or RSUs as "Trustee-Track Section 102 options and/or RSUs" or "Non-Trustee-Track Section 102 options and/or RSUs" will be subject to the conditions of Section 102 of the Ordinance.
 

4.9
In the case of "Trustee-Track Section 102 options and/or RSUs", the terms of the Plan and/or the options agreement and/or RSU agreement shall be subject to the terms of Section 102 of the Ordinance and approval of the Income Tax Assessor, and these terms and approval shall form an integral part of the Plan and options agreement and/or RSU agreement. Any of the provisions of Section 102 and/or the aforementioned approval, which are necessary to obtain and/or maintain tax benefits pursuant to Section 102, and which are not expressly set forth in the Plan or options agreement and/or RSU agreement, shall be deemed applicable and binding upon the Company and the Grantees.
 
5.
Trustee
 

5.1
"Trustee-Track Section 102 options and/or RSUs" and/or shares to be allocated following a grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or other shares allocated pursuant to the exercise of rights, including bonus shares, shall be allocated or issued in the name of a Trustee for the benefit of the Grantee and will be held by the former for at least the requisite periods set out in Section 102 and/or any law and/or regulations and/or promulgated thereunder (hereinafter the "Lockup Period"). If the conditions for granting "Trustee-Track Section 102 options and/or RSUs" are not met, then the "Trustee-Track Section 102 options and/or RSUs" may be considered as "Non-Trustee-Track Section 102 options and/or RSUs" or as Section 3(i) options and/or RSUs, all in accordance with the provisions of Section 102.
 

5.2
The Trustee will not transfer locked up shares and/or RSUs to the Grantee that have been allocated as a result of the grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares allocated as a result of the exercise of rights pursuant to options and/or shares as aforesaid and/or RSUs, prior to the payment of the full tax liability arising from the "Trustee-Track Section 102 options and/or RSUs" granted to the Grantee and/or shares allocated as a result of the grant and/or exercise and/or vesting and/or any other such action, and/or the RSUs.
 

5.3
Regarding "Trustee-Track Section 102 options and/or RSUs", subject to the conditions of Section 102 of the Ordinance, a Grantee shall not sell or transfer from the Trustee shares and/or RSUs that were allocated as a result of a grant and/or exercise and/or vesting of "Trustee-Track Section 102 options and/or RSUs" and/or shares and/or RSUs which were allocated as a result of exercise of rights, including bonus shares, until the expiry of the Lockup Period. If such sale or transfer takes place during the Lockup Period notwithstanding the foregoing, the Grantee shall be subject to sanctions under Section 102 of the Ordinance.
 

5.4
The Grantee shall sign an undertaking as required within the provisions of Section 102 upon receipt of "Trustee-Track Section 102 options and/or RSUs".
 
6.
Reserved Shares, Limits
 

6.1
The Company will retain an amount of 12,300,000 shares of the Company in its authorized and unissued equity to be allocated under the Plan and other compensation plans that it may choose to implement in the future, subject to adjustments as a result of changes in the Company's capital, as set forth in Section 8 below. Such shares that remain authorized but are not allocated, and do not underlie options and/or RSUs on the date of termination of the Plan, will no longer be retained for the needs of the Plan, however until that time, the Company will retain a sufficient number of shares at all times in accordance with the needs of the Plan. If options granted in accordance with the Plan expire or are canceled prior to the date of vesting and/or exercise, or the Grantee waives the grant and/or exercise of the aforementioned options, the shares and/or RSUs that were not granted and/or purchased pursuant to the options will be available to the Plan and can be used, including for reallocation to other Grantees.
 

6.2
The granting of options and/or RSUs to a Grantee in accordance with the Plan will be made through a written options agreement and/or RSU agreement between the Company and the Grantee in the form approved by the Board of Directors from time to time. Each options agreement and/or RSU agreement shall specify, inter alia, the number of options and/or RSUs, the type of options and/or RSUs granted and the relevant tax track - "Capital-Gains-Track Options and/or RSUs", "Income-Tax-Track Options and/or RSUs", "Non-Trustee-Track Section 102 options and/or RSUs" or Section 3(i) options and/or RSUs, vesting dates, the exercise price per underlying share, the expiration date of the options and other conditions as may be determined by the Board of Directors.
 
7.
Option Exercise Price
 

7.1
The exercise price of each underlying share shall be determined by the Board of Directors at its sole discretion in accordance with the provisions of the law. The exercise price for each Grantee shall be determined in the options agreement to be signed between the Grantee and the Company.
 

7.2
The exercise price will be paid on the date of exercise of the options in a manner to be determined by the Board of Directors, including in cash or by check or through an exercise-and-sale mechanism via broker. The Board of Directors shall have the authority to postpone the payment date on the conditions that it determines.
 

7.3
The exercise price determined by the Board of Directors, at its sole discretion and in accordance with the provisions of the law, will be denominated in the main currency used in the economic environment of the Company or Grantee (i.e. the Company's functional currency or the currency in which the employee is paid), as will be determined by the Company.
 

7.4
Without derogating from the generality of the above, and subject to the payment of tax owed by the Grantee, the Compensation Committee or Board of Directors will have the authority to allow or determine that the Grantees under the Plan shall exercise the options, in whole or in part, through a net exercise mechanism, according to which the Grantee will be entitled to receive shares that reflect the bonus component inherent in the exercised options according to the formula below in exchange for payment of the par value of the shares only. For the avoidance of doubt, it is hereby clarified that under this exercise method, the options are exercisable for the amount of shares that reflects only the bonus component. The Grantee will not pay the exercise price, which will rather be used solely for the purpose of calculating the bonus component.
 
The number of shares that can be purchased by the Grantee under this mechanism in exchange for their par value will be determined by the following formula:
 
 
 
Y = The number of unvested and exercisable options that the Grantee wishes to exercise through this mechanism, as subject to adjustments as stated in Section 9 below.
 
A = the market value of Company shares at the time of exercise.
 
B = the exercise price for each option, subject to adjustments as stated in Section 9 below.
 
N = the par value of each share
 
8.
Adjustments
 
Upon occurrence of any of the events listed below, the Grantee’s right to purchase shares and/or RSUs pursuant to the Plan shall be subject to the adjustments set forth below:
 

8.1
In the case of a Transaction, and without detracting from the general discretion which allows the Board of Directors to determine the treatment of all options in the case of a Transaction, the Board may, but is not obligated to, determine any of the following: (1) any options granted under the Plan that have not yet vested and/or been exercised, shall be exchanged or converted for options and/or shares or any other security of the Acquiring Company (or its parent or subsidiary) distributed to the Company’s shareholders in connection with the Transaction in return for their shares of the Company, in accordance with the number of shares under the options agreement. Appropriate adjustments shall be made to the amount of shares subject to the grant and the exercise price per share reflecting such event, with all other terms of the options agreement to be unchanged, including vesting dates, all as determined by the Board of Directors whose decision shall be exclusive and final; (2) options under the Plan may be purchased for monetary consideration under the terms of the transaction; (3) Any options that have not yet vested or have not yet been exercised on the date of the transaction, will expire and be revoked and will not be valid after the Transaction.
 

8.2
For the purposes of Section 8.1 above, the options will be deemed to be exchanged or converted if, following the Transaction, the options grant the right to purchase or receive, in respect of any shares underlying the options immediately before the Transaction, the consideration (whether shares, options, cash or securities or other property) to be received in the Transaction by the shareholders in respect of each share held on the Transaction record date (and if such holders were given a choice as to the consideration, then the type of consideration chosen by the holders of the majority of shares); provided that if such consideration received in the case of a Transaction is not in ordinary shares (or their equivalent value) of the Acquiring Company (or its parent company or subsidiary) whose market value equals the price per share received by holders of the majority of shares in the Transaction; subject to the authority of the Board of Directors to determine, at its discretion, that in such a case of exchange or conversion of options into options of the Acquiring Company, such options shall be exchanged for any other type of asset, including cash, fairly under the circumstances.
 

8.3
In the event of dissolution, liquidation or insolvency of the Company, options under the Plan that have not yet vested and/or been exercised will expire immediately prior to the completion of the dissolution or liquidation of the Company. Should the Company enter voluntary liquidation when there are options under the Plan that have not yet vested and/or been exercised, the Company will give notice of the decision to all option holders in the manner in which the Company sees fit.
 

8.4
In the event of a change in the issued share capital of the Company by way of a dividend in shares (bonus shares), a split, consolidation or exchange of shares, change in the Company's capital structure or any similar event by or of the Company, then the number and type of shares exercisable as a result of the exercise of options granted under the Plan, and their exercise price, will be adjusted proportionately in order to preserve the proportional amount of shares and their total exercise price. Adjustments following an offering of rights to purchase shares will only be made if the terms of the offer are based on a share price lower than the price of the Company’s shares on the stock exchange on the offer date, as in this case the adjustments described above will be based on the inherent benefit in the rights offering, relative to the share price on the stock exchange at that time. Upon any of the aforementioned events, the type and cumulative number of shares that can be issued under the Plan (as set out in Section 6 above), will be adjusted in a similar manner, all as determined by the Board of Directors whose decision will be final.
 

8.5
Adjustments for the Distribution of Cash Dividends: If the Company distributes cash dividends to its shareholders, in the period following the grant of options under the Plan to Grantees, but before they expire, the exercise price for each unexercised option will be reduced prior to the dividend distribution record date, and will be adjusted according to the accepted mechanism for dividend adjustment on the TASE, all subject to approval from the tax authorities as required.
 

8.6
The provisions of this section above shall also apply to RSUs, mutatis mutandis.
 
9.
Terms of Options and/or RSUs, Purchase and Exercise
 

9.1
Grantees who wish to exercise their options shall give written notice to the Company or its representative, in the form and format determined by the Company and, if necessary, by the Trustee in accordance with the requirements of Section 102. The exercise shall be effective upon receipt of the exercise notice by the Company and/or its representative, and payment of the exercise price, if required, at the Company's offices or to its representative. In the notice, the Grantee will specify the number of shares underlying the options that the Grantee wishes to exercise. Likewise, the Grantee will attach all other documents that require the Grantee’s signature as a condition for the exercise of the option, as specified in the Plan and the grant and/or allocation agreement and as decided by the Board of Directors.
 

9.2
Options will expire if not previously exercised at the earliest date of: (1) the expiration date set out in the grant and/or allocation agreement; (2) Expiration of the period in the cases specified in Section 9.5 below or Section 8 above.
 

9.3
Options can be exercised by the Grantee in full at any time or in parts where possible, from time to time, and as long as the option vesting date has passed and the expiration date has not passed, and provided that, subject to the terms of Section 9.5 below, the Grantee is employed by or provides services to the Company or an affiliate throughout the period from the grant of options until the exercise of the options, all unless otherwise stated in the agreement provided to the Grantee and subject to restrictions on trading the Company's securities.
 

9.4
Subject to Section 9.5 below, if the Grantee ceases to be an employee or to provide services to the Company or an affiliate, the Grantee’s options will expire immediately if unvested, not exercised and/or shares were allocated for them prior to the termination of the relationship. Notice of termination of employment or services shall be deemed to terminate such relationship (hereinafter: "Relationship Termination Date"). For the avoidance of doubt, in the event of termination of employment or services, options unvested on the Relationship Termination Date will not vest and will not be exercisable.
 

9.5
Without derogating from the above and unless otherwise provided in the Grantee’s grant and/or allocation agreement, the Grantee may exercise options granted to the Grantee under the Plan for an additional period subsequent to the Relationship Termination Date, only with respect to options that had vested as of the Relationship Termination Date as per the vesting periods of the options, all in accordance with the cases detailed below:
 
(1) In the event of relationship termination without Cause, the Grantee will have the right to exercise the options pursuant to the options agreement in accordance with the vesting dates and provided they have not expired, for a period of ninety (90) days following the termination date.
 
(2) In the event of termination of the relationship due to the death or 75% or more incapacitation of the Grantee, the Grantee or their legal heirs shall have the right to exercise the options that the Grantee would have been entitled to exercise under the options agreement, in accordance with the vesting dates and provided they have not expired, for a period of twelve (12) months from the termination date.
 
(3) Prior to the Relationship Termination Date, the Board of Directors has approved an extension period for unexercised beyond the Relationship Termination Date for a period not exceeding the original options exercise period.
 
For the avoidance of doubt, in the event that the termination of the relationship was for Cause, then the options will expire for all intents and purposes (whether or not the Grantee was entitled to exercise some of the options on the Relationship Termination Date), and the Grantee will retain no rights with respect to the options.
 

9.6
For the avoidance of doubt, Grantees will not have the rights granted to Company shareholders with respect to shares received by virtue of grant and/or exercise of the options, nor will they be considered holders of a type of shares or creditors of the Company for purposes of Sections 350 and 351 of the Companies Law, until they are registered as a shareholder in the Company's shareholders' register after the shares have been allocated pursuant to the grant and/or exercise of the share option subject to the terms of the Plan, however in the case of options and/or shares held by a Trustee, then subject to the provisions of Section 5 of the Plan.
 

9.7
The options agreement and/or RSUs approved pursuant to the Plan may include other additional terms, at the discretion of the Board from time to time.
 

9.8
Regarding "Trustee-Track Section 102 options and/or RSUs," upon termination of the relationship between the Company or an affiliate and the Grantee, the Grantee will provide the Company with a surety or guarantee of payment of the tax applicable on the date of sale of the shares and/or RSUs, all in accordance with the provisions of Section 102 of the Ordinance.
 

9.9
The provisions of Sections 9.1 to 9.8 above shall also apply to RSUs, mutatis mutandis.
 

9.10
The agreement to grant RSUs between the Company and the Grantee shall be in the form approved by the Board of Directors, which may be general wording or specific to certain Grantees.
 
Unless otherwise decided by the Board of Directors (a determination which will not be subject to the approval of the shareholders, unless such approval is required by applicable law) and an appropriate provision is included in the relevant grant agreement, such grant agreement shall determine, using appropriate wording, the number of RSUs granted and the substance of all terms, as detailed below.
 

9.11
Purchase Price: The purchase price for each Grantee shall be the par value of the shares, unless otherwise determined by the Board of Directors.
 

9.12
Vesting: RSUs will vest over a service period as detailed in the grant agreement.
 

9.13
Automatic exercise of RSUs: Immediately upon the vesting of an RSU or at any other date to be determined by the Board of Directors in the grant agreement (a determination which will not be subject to shareholder approval unless required by applicable law), the RSUs will be automatically be exercised for shares (an “Automatic Exercise”). Unless otherwise determined by the Board of Directors, at the time of exercise of any RSU into shares, Grantees shall pay the Company the par value of the exercise shares to which they are entitled, by offsetting and withholding the purchase price multiplied by the number of exercise shares from any sum to which the Grantee is entitled, including, non-exclusively, wages, commissions, severance pay, etc. Notwithstanding the foregoing, the Company reserves the right, in its sole discretion, to determine at any time that the Grantee will not pay the purchase price of the RSUs, in which case the Company will act in accordance with the provisions of the Companies Law.
 

9.14
Subject to there being no legal or Company policy obstacle, after the RSU exercise date, and without the need for notification from the Grantee on the date of Automatic Exercise, the Company will allocate the exercise shares to the Grantee or Trustee, as the case may be.
 

9.15
Voting and distribution rights: It is clarified that the Grantee will not have voting rights and/or distribution rights, including the distribution of dividends, until the date of granting the exercise shares to the Grantee.
 
10.
Cash Dividend
 
All shares and/or RSUs (except, for the avoidance of doubt, options that have not yet been exercised into shares) that will be allotted to the Grantee or Trustee, as the case may be, pursuant to the options agreement, will entitle their owners to receive a cash dividend in proportion to the amount of shares held, subject to the Company’s Articles of Association and subject to applicable taxation on the distribution of such dividends and, if applicable, subject to Section 102 of the Ordinance and the rules, regulations, orders and procedures thereunder.
 
11.
Limitation of Transferability of Options and/or Shares and/or RSUs
 
The options and/or rights of the Grantee in respect of options and/or RSUs, whether or not paid for, are not transferable, assignable, pledgable, or any right in respect thereof granted to a third party, except by inheritance law and/or last will and except as stated explicitly in the Plan. For the life of the Grantee, all the Grantee's rights to purchase shares and/or share units blocked by virtue of the Plan can only be exercised by the Grantee. Any action to the contrary, whether directly or indirectly, whether immediate or future, shall be void.
 
As long as the options and/or shares and/or RSUs are held by the Trustee for the benefit of the Grantee, then all the rights of the Grantee are personal and may not be subject to transfer, assignment, pledge, foreclosure or other lien, except by transfer of will or inheritance law.
 
12.
Plan Period
 
The Plan originally went into effect on May 22, 2018, the day it was approved and adopted by the Company’s Board of Directors. On March 31, 2019, the Company's Board of Directors approved the extension of the Plan until December 31, 2026 (the “Current Date”). Accordingly, the Plan will expire at the end of five (5) years from the Current Date, i.e., December 31, 2031.
 
13.
Changes to or Termination of the Plan
 
The Board of Directors may amend, change, suspend or terminate the Plan at any time. Such amendment, change, suspension or termination shall not materially infringe upon the rights of any Grantee other than by mutual consent between the Grantee and the Company in writing, signed by the Grantee and the Company. The termination of the Plan will not infringe on the rights of the Board of Directors to exercise the powers granted to it under the Plan, regarding options and/or RSUs granted in accordance with the Plan before the date of its termination.
 
14.
Applicable Rules
 
The Plan, grant and exercise of options and/or RSUs thereunder, and the Company's obligation to transfer shares pursuant to the options and/or RSUs shall be governed by all applicable laws, regulations and rules, whether of the State of Israel or any other state having jurisdiction over the Company and the Grantee, as required.
 
15.
Ongoing Employment and One-Time Benefit
 

15.1
No provision contained in this Plan and in the option agreement and/or RSU agreement with the Grantee should be construed as an undertaking and/or consent of the Company and/or any affiliate to continue to employ the Offeree, nor shall any provision in the agreement and/or the Plan be construed as granting the Grantee any right to continue to be employed or to provide services to the Company and/or its affiliates, or to limit the right of the Company and/or its affiliates to terminate the employment of any Grantee at any time.
 

15.2
The granting of options and/or RSUs is a special and one-time benefit which will not be considered for any intents or purposes as part of the Grantee's salary, including for the purpose of calculating social benefits and severance pay.
 
16.
Applicable Law and Jurisdiction
 
The Plan will be administered, interpreted and enforced in accordance with the laws of the State of Israel that apply to agreements made and implemented hereby, without regard to choice of law principles. The exclusive jurisdiction under this Plan will be that of the competent courts in Tel Aviv, Israel.
 
17.
Taxation and Other Arrangements Relating to the Transfer of Shares and/or RSUs to the Grantee
 

17.1
The Grantee alone will bear all tax liabilities in respect of granting and exercising options and/or RSUs under the Plan, the sale of shares exercised from options and/or RSUs or in respect of any other action related to the options and/or RSUs  (of the Company, and/or any affiliates and/or Trustee and/or Grantee). The Company and/or its affiliates and/or the Trustee will deduct all taxes, including withholding tax, in accordance with all laws, regulations and rules. The Grantee agrees to indemnify the Company and/or its affiliates and/or the Trustee and exempt them from any liability regarding the payment of such taxes, interest and fines and any other payment, including charges arising from the need to withhold tax or failure to withhold tax from any payment transferred to the Grantee.
 

17.2
The Company and/or the Trustee, as the case may be, will not transfer shares to the Grantee until all mandatory payments as aforesaid have been paid in full.
 

17.3
In the event of the death of the Grantee, this section shall apply to the legal heirs of the offspring, mutatis mutandis.
 
18.
Non-Exclusivity of the Plan
 
The Board's adoption of the Plan shall not be construed as a correction, modification or cancellation of any previously approved incentive arrangement or limiting the Board's authority to adopt other incentive arrangements as deemed appropriate, including the granting of other options and/or RSUs not under the Plan, and such arrangements may apply generally or in specific cases.
 
19.
Multiplicity of Agreements
 
The terms of options and/or RSUs may differ from other options and/or RSUs granted under the Plan simultaneously. The Board of Directors may grant more than one grant to any Grantee during the period of the Plan, whether in addition to, or as a substitute for, one or more grants of options and/or RSUs granted to that Grantee.
 
Appendix A - Definitions
 
"Acquiring Company" means the surviving company following a Transaction, including any entity into which the Company merges, or is acquired by it, or acquires the Company's assets.
 
"Affiliate" means any employing company as defined in Section 102 of the Ordinance.
 
"Board of Directors" means the Board of Directors of the Company.
 
"Capital-Gains-Track Options and/or RSUs" as defined in Section 4.4 of the Plan.
 
"Cause" means any of the following: (a) a material breach of the employment or contractual relationship with the Company or an affiliate, including, without prejudice, breach of the Grantee’s confidentiality or non-competition obligations; (b) a conviction for an offense involving moral turpitude, related to the Grantee’s work at the Company, or that has a material effect on the Company and/or its affiliates; (c) breach of fiduciary duties of caution or loyalty towards the Company and/or its affiliates; (d) any circumstance in which entitlement to severance pay is nullified under the Severance Pay Law 1963 (excluding the resignation of the Grantee); (e) any other circumstance defined in the employment agreement or engagement agreement as "Cause". Determinations regarding whether a termination is for Cause will be made by the Company's Board of Directors, unless otherwise expressly provided in the Options Agreement and/or the RSU Agreement.
 
"Companies Law" means the Israeli Companies Law, 1999.
 
"Committee" means the Compensation Committee appointed by the Board of Directors, composed of no less than two members, to which the powers of the Board under this Plan have been delegated.
 
"Company" means Meat-Tech 3D Ltd., a company incorporated under the laws of the State of Israel.
 
"Controlling Shareholder" as defined in Section 32(9) of the Ordinance.
 
"Employee" means a person employed by the Company or an affiliate, including an officer or director, but excluding a Controlling Shareholder.
 
"Exercise Price" means the price that the Grantee will be required to pay for each share subject to the options.
 
"Grant and/or Allocation Agreement" means an Options Agreement and/or RSU Agreement, as the case may be.
 
“Grant Date” means the date of grant of the Options and/or RSUs, as determined by the Board of Directors and as stated in the Grant and/or Allocation Agreement with the Grantee.
 
"Grantee" means a person who has been granted Options and/or RSUs under the Plan.
 
"Income-Tax-Track Options and/or RSUs" as defined in Section 4.5 of the Plan.
 
"Lockup Period" as defined in Section 5.1 of the Plan.
 
"Market Value" at any given date is the share value determined as follows: (1) The closing price of the share (or the closing bid price if no sales were reported) as reported on the Tel Aviv Stock Exchange on the last trading day prior to the record date. Without derogating from the above, and for the sole purpose of determining tax liability in accordance with Section 102(b)(3) of the Ordinance, the market value of the share at the time the options and/or RSUs are granted will be determined according to the average value of the Company's shares during the previous thirty (30) trading days prior to the date of grant of the option and/or the RSUs. (2) In the event that the Company's shares are delisted from the Tel Aviv Stock Exchange, the market value shall be determined, in good faith, by the Board of Directors. Without derogating from the foregoing, if the Company’s securities were listed for trading on another recognized stock exchange, Subsection 1 would apply to the stock price on that stock exchange, mutatis mutandis.
 
"Non-Employee" means a consultant, service provider, Controlling Shareholder or any other non-Employee.
 
"Non-Trustee-Track Section 102 options and/or RSUs" means Section 102 Options and/or RSUs that are granted subject to the provisions of Section 102(c) of the Ordinance and are not held in trust by a trustee for the employee.
 
"Option Expiration Date" means the date on which the option expires, as stated in Section 9.2 of the Plan.
 
"Options Agreement and/or RSU Agreement" means an agreement for the grant of options and/or RSUs between the Company and the Grantee, which regulates and determines the terms of the options and/or the RSUs granted under it.
 
"Options and/or RSUs" means options to purchase a given quantity of shares of the Company or an eligibility to receive a given quantity of Company shares, to be allocated following restricted periods defined in the agreement between the Company and the Grantee, respectively, subject to the provisions of this Plan.
 
"Ordinance" means the Income Tax Ordinance (New Version), 1961, as valid today or as amended in the future.
 
“Plan” means this Plan for the allocation of Options and/or RSUs.
 
"Relationship Termination Date" as defined in Section 9.4 of the Plan.
 
"Rules" as defined in Section 2.5 of the Plan.
 
"Section 102" means Section 102 of the Ordinance, as in force today or as amended in the future, and all rules and/or regulations and/or rulings and/or other legislation under this section, including the Income Tax Rules (Tax Relief in the Allocation of Shares to Employees), 2003.
 
"Section 102 Options and/or RSUs" means options and/or RSUs granted to an employee (as the term is defined below) subject to the provisions of Section 102 of the Ordinance.
 
"Section 3(i) Options and/or RSUs" means options and/or RSUs granted under the provisions of Section 3(i) of the Ordinance to a person who is not an Employee.
 
"Securities Law" means the Israeli Securities Law, 1968.
 
"Selection" as defined in Section 4.6 of the Plan.
 
"Share" means an ordinary share of the Company.
 
"Tax Authorities" means the Israeli tax authorities.
 
"Transaction" means any of the following cases, whether taking place as a single event or as a sequence of events that can be seen as a single Company event: (1) Sale or other transfer of all or most of the Company's assets (in case of doubt, the Board of Directors shall determine whether all or most of the Company's consolidated assets were sold); (2) Sale of all or most of the Company's shares to a third party; (3) A merger or similar transaction of the company with or into another company (or other companies), at the end of which the Company is not the surviving company or whose result is a change in control of the Company; (4) The voluntary delisting of the Company's shares from trading on the Tel Aviv Stock Exchange, where the Company’s securities are not traded on any other stock exchange.
 
"Trustee" means an entity appointed by the Company to serve as a trustee and approved by the tax authorities, all subject to the provisions of Section 102(a) of the Ordinance.
 
"Trustee-Track Section 102 options and/or RSUs" means Section 102 Options and/or RSUs granted subject to the provisions of Section 102(b) of the Ordinance and held in trust by a Trustee for the employee.
 
"Vesting Date or Date of Purchase" means, as determined by the Board of Directors, the date from which the Grantee will be entitled to convert or exercise the Options and/or RSUs or part thereof, as set forth in Section 11 of the Plan.
 
Exhibit 10.5

Officeholder Compensation Policy
 
Meat-Tech 3D Ltd.
 
(the "Company")
 
Background
 
Meat-Tech 3D Ltd., directly and through its direct and indirect subsidiaries (hereinafter: the "Group") is a public company operating in the fields of planning, managing and initiating gas stations and real estate projects. Subject to completion of the merger, the Company will also engage in the food-tech sector.
 
Organizational Structure
 
The Company has a narrow management structure, which is mainly as required by the Companies Law, 1999, including a Chairman of the Board of Directors, Directors, the Group CEO and a subsidiary CEO.
 
The company hires financial services from an external entity. The company also hires external legal services, including the corporate secretariat.
 
With the exception of payment for financial management and corporate secretarial services, the company currently employs 6 employees.
 
The Compensation Policy is set out below, aiming to establish and outline principles and guidelines for determining compensation for Company officeholders in a worthy and reasonable manner for their employment in accordance with the provisions of the Companies Law.
 

1.
Compensation Policy Purpose
 
The proposed Compensation Policy is intended to assist in achieving the Company's goals and objectives, its work plans and its long-term policy:
 

1.1
Increasing officeholder motivation to promote the Company's business and long-term profitability;
 

1.2
Structuring the considerations of the relevant Company organs, with respect to determining the terms of office and employment of the Company's officeholders, on the basis of defined principles and parameters, taking into account the size of the Company, the nature of its operations, and its risk management policy; and
 

1.3
Setting parameters for the adequacy of the equivalence between the contribution of the officeholder, in accordance with his/her position in the Company, and the achievement of the Company's objectives and its long-term profitability.
 

2.
Definitions
 
"Companies Law" - the Israeli Companies Law, 1999
 
"Officeholder" - CEO, Chief Business Officer, Deputy CEO, Vice President, holders of all such positions even though their title may be different, as well as a director, or a manager directly subordinate to the CEO.
 
"VP" – Vice President, Deputy CEO or any other managerial position directly subordinate to the CEO.
 
"Active Chairperson" – Active chairperson of the Board of Directors of the Company, who provides management and/or consulting services to the Company.
 
"Terms of Office and Employment" - terms of office or employment of an officeholder, including insurance, indemnification obligations or indemnification under an indemnification permit, and any benefit, other payment or obligation to pay such, provided due to such office or employment.
 
"Fixed Compensation" - in relation to an employee, the cumulative monthly salary for a period of twelve calendar months, including base salary as well as benefits and related conditions, which may include, inter alia, but are not limited to, social contributions to pensions, annuities, severance pay, annual leave, a 13th salary (if the Company pays such bonuses), vehicle expenses, study fund, disability insurance, employer’s social security contributions, convalescence allowance, sick leave, mobile and home phone, internet services, vacation, clothing, newspaper, holiday gift, as well as grossing up, if any, in respect of these components.
 
In relation to a service provider, fixed compensation, such as a fixed management fee or a fixed consulting fee, plus fixed components, such as vehicle expenses, communications expenses, a fixed supplement for reimbursements.
 
"Equity Compensation" - as specified in the June 2019 options allocation plan.
 
"Variable Compensation" - Compensation of the officeholder in accordance with the achievement of quantitative targets (fundraising, finding new business opportunities, increasing Company profitability and increasing shareholder equity).
 
"Total Compensation" - the total amount of Fixed Compensation, Variable Compensation and Equity Compensation, as well as indemnity and liability insurance for service as an officeholder.
 
"Compensation Regulations" – Israeli Companies Regulations (Rules With Regard to Compensation and Expenses for an External Director) – 2000.
 

3.
Validity and Applicability of the Compensation Policy
 

3.1
This Compensation Policy will apply to officeholders of the Company only and will be valid for three years from the date approved by the general meeting of the Company's shareholders. Changes to the Compensation Policy will be brought for approval in accordance with the law as then applicable. The Company has the right to change the Compensation Policy at any time, in accordance with the provisions of the law.
 

3.2
The various components of the specific Terms of Office and Employment for Company officeholders shall be agreed upon between the Company and the officeholders individually and approved by the competent Company organs in accordance with the provisions of the law and subject to the Compensation Policy.
 

3.3
Compensation for an officeholder within the limits set forth in this Compensation Policy shall not be considered a deviation from the provisions of the Policy, as defined by the Companies Law.
 

3.4
It should be emphasized that the Compensation Policy and the principles and parameters set forth therein do not confer any right on anyone, particularly Company officeholders, employed by the Company and/or by its controlled companies.
 

4.
Supervision and Control of Officeholder Compensation
 

4.1
The Company's Board of Directors is responsible for the Compensation Policy and its implementation and for all necessary actions to that purpose, including the authority to interpret the provisions of the Compensation Policy in any case of doubt as to the manner of its implementation.
 

4.2
Without derogating from the provisions of Section 3.1 above regarding the applicability of the Compensation Policy, the Company's Board of Directors will consider to what degree the Compensation Policy correlates with the objectives set out in Section 1 above, at least once per year, and in particular if there is a material change in circumstances that existed at the time of determination or other considerations, and will act to update the Policy as needed.
 

4.3
Without derogating from the role of the Compensation Committee by law, the Compensation Committee will oversee the proper implementation of the Compensation Policy, in order to ensure that it is implemented in accordance with the Compensation Policy objectives, principles and parameters set therein.
 

4.4
The Company's Board of Directors shall periodically, but at least once a year, review the Company's continued engagement in relation to the Terms of Office and Employment of the Company's officeholders, taking into account the principles of the Compensation Policy and the need to make changes in such engagements.
 

5.
Guiding Principles for Examining and Determining Terms of Service and Employment for Company Officeholders
 
In the context of the considerations that will be examined from time to time when determining compensation for a Company officeholder, the organs responsible for considering and approving the said compensation policy will consider, inter alia, the following considerations:
 

5.1
Economic Considerations
 
In the framework of considerations for determining the personal compensation of each officeholder, the Company shall take into account, inter alia, the following considerations:
 

◾
Promoting the Company's long-term goals, work plans and policies;
 

◾
Ensuring fair compensation for officeholders, in order to strengthen the bond with them and incentivize them to be partners in the Company’s success; and
 

◾
The salary alternatives offered in the market for a person with the same or similar qualifications of the officeholder in question, and the Company's capabilities to retain existing personnel and competitively recruit new personnel.
 

5.2
Unique Company Considerations
 
When determining the Terms of Office and Employment of the officeholder, the responsible organs will take into consideration the Company's overall risk profile and general corporate objectives, as detailed below:
 

◾
Maintaining the Company’s financial strength, while improving and expanding the scope of its operations, where possible;
 

◾
The need for high-quality personnel with experience in the Company's operations to ensure the Company's achievement of its assignments. It should be clarified that at this stage, the Company's activities amount to locating business opportunities in the field of real estate, especially in the field of gas stations;
 

◾
Ensuring adequate compensation to assist in retaining existing Company officeholders and recruiting new high-quality officeholders;
 

◾
Maintaining transparency and fairness to the Company's shareholders and other securities holders.
 

5.3
Officeholder's Details and Suitability for Position
 
The Company will examine the officeholder's personal details, including the following considerations, where relevant:
 

◾
Suitability to the requirements of the job and its responsibilities;
 

◾
His/her education, professional skills and expertise, as required;
 

◾
His/her experience, relevant professional achievements, both in the current and previous positions in the Company and/or its controlled corporations and/or elsewhere; and
 

◾
His/her expected contribution to advancing the Company’s interests.
 

6.
Overall Compensation Limits and Structure
 
The structure of the compensation framework for company officeholders may, but does not have to, include one or more of the following compensation components:
 

A)
Base salary or Fixed Compensation;
 

B)
Benefits and ancillary terms;
 

C)
Insurance and indemnity undertakings and indemnity by permit for an officeholder's liability;
 

D)
Equity Compensation; and
 

E)
Variable Compensation.
 

6.1
Fixed Compensation
 
The Fixed Compensation set forth below refers to Terms of Office and Employment of an officeholder, including an Active Chairperson, but not including other directors.
 
Terms of office for other Company directors are detailed in Section 10 below.
 

6.1.1
Fixed Compensation Determination Considerations
 
The Fixed Compensation, is the monthly salary (in annual terms) or the regular compensation paid to or for the officeholder on a regular basis, plus benefits and ancillary conditions, as set out in Section 6.1.4 below, for the time he/she invests in performing his/her duties for the Company and for day-to-day job duties. The Fixed Compensation shall be determined in accordance with the considerations and officeholder’s details as set out in Section 5 above, taking into account prevailing labor market conditions and those of the Company, and with regard to benefits and ancillary conditions, in compliance with the provisions of applicable employment law.
 
 

6.1.2
General Conditions
 
The Fixed Compensation, including benefits and ancillary conditions, will be approved before the employment of the officeholder in the relevant period or shortly after its commencement.
 

6.1.3
Fixed Compensation Limits
 
Following is the Fixed Compensation limits for officeholders on a full-time basis, in terms of employer cost to the Company for a full monthly position:
 
Active Chairperson: up to NIS 1,000,000;
 
CEO: up to NIS 1,000,000; and
 
Managers directly subordinate to the CEO: up to NIS 700,000.
 

6.1.4
Benefits and Ancillary conditions
 
The following is a list of the conditions and ancillary benefits that the Company may, but does not have to, grant to the officeholders of the Company, including an Active Chairperson, but not including other directors, subject to employment agreements specifically agreed with each officeholder:
 
Pension Benefits - An officeholder employed by the Company is entitled to pension benefits as required by law or practice in his/her place of residence.
 
Severance Pay - The officeholder employed by the Company will be entitled to severance pay as required by law or practice in his/her place of residence.
 
Health Insurance.
 
Annual Leave - In relation to the officeholders employed by the Company as employees, the annual leave days shall be as agreed with the Company officeholders and as per Company practice, and in any case no less than the provisions of the law.
 
Sick Leave - Officeholders employed by the Company as employees will be entitled to be absent from work due to illness according to Company practice and in any case not less than the number of days of absence permitted by law, while receiving full payment from their first day of absence.
 
Vehicle - The Company will be entitled to make a vehicle available to the Company's officeholders and/or to bear its maintenance expenses. Grossing up the value of the benefit, if and to the extent that it is granted, will be done at the Company's discretion and the terms of employment of the officeholder.
 
Communications - the Company may make available to the Company's officeholders a cellular phone and/or landline phone and/or laptop computer and/or Internet access services.
 
With respect to the needs of the officeholder for the purpose of performing his/her job, reimbursement of position-related expenses, including travel expenses - abroad and in Israel, lodging and per diem, which have been paid by the Company officeholder in the framework of, and for the purposes of, the discharge of his/her duties, not including serving as a Company director, against presentation of invoices and subject to Company procedures, if any.
 
It should be emphasized that the above terms do not constitute an exhaustive list, but rather reflect the primary ancillary terms practiced in the Company.
 

6.2
Variable Compensation
 
The components of Variable Compensation are designed to achieve a number of goals:
 

◾
Conditioning some officeholder compensation upon achieving business goals and objectives which will bring maximum value to the Company's shareholders over the long term, and create a common interest for officeholders and shareholders; and
 

◾
Increasing officeholder motivation to achieve Company goals over time.
 

6.2.1
Short-Term Variable Compensation - Annual Grant
 
The Company's officeholders will be entitled to an annual grant, based on an annual grant plan which will be submitted for approval to the Compensation Committee and the Board of Directors.
 

6.2.2
Principles
 
Annual grants to officeholders will be calculated according to an annual grants program, to the extent to this is approved by the Compensation and Board of Directors. The grants program will be determined annually at the beginning of each year, prior to the publication of the Company's annual report, so that eligibility for compensation under the annual grants program will be for meeting targets/results of the current year.
 
An annual grants program will include the following:
 

◾
Defining the target grant - a grant paid for meeting pre-defined milestones for each officeholder - in terms of multiples of the monthly salary. The scope of the target grant will not exceed the maximum grant listed in the table below.
 

◾
The target grant will be the same for all officeholders at the same rank and shall not exceed the maximum grant limit in terms of salary months listed in the table below:
 
Rank
Maximum Grant (by number of salary months)
CEO
6 months
Other officeholder
3 months


◾
For the avoidance of doubt, this Compensation Policy does not preclude a decision at any time regarding the provision of ad hoc compensation up to the amount of two monthly salaries. It is hereby clarified that the total discretionary grant to be paid to a Company officeholder shall not cumulatively exceed 3 months' salary.
 

◾
Beyond the target grant, the Company may determine an overachievement grant (in terms of monthly salary multiples), which, together with the target grant, will not exceed the maximum grant scope specified in the table above, which will be paid to an officeholder who has achieved significantly higher results from those set.
 

◾
The indices according to which the grant will be calculated for each officeholder and their relative weights: The indices will include Company indices, personal indices and manager's assessment. Officeholders' performance will be assessed on a long-term basis, including at least one calendar year.
 

◾
Personal indices will include measurable components that are directly affected by the activities of each officeholder or those of the department of which he/she is in charge.
 

◾
The manager's evaluation will be performed on the basis of pre-defined milestones for each officeholder. The percentage of compliance with the target according to the manager's evaluation will be weighted as part of the total percentage of target achievement, at 10%-20%.
 

◾
For the avoidance of doubt it is hereby clarified that the total discretionary Variable Compensation, for example manager’s evaluation and ad hoc grants, will not cumulatively exceed 3 months’ salary for the relevant officeholder.
 

6.2.3
Determination of Grant Budget
 
The total annual budget for company officeholder grants will be determined by the maximum amount of grants for all officeholders. The amount of the grant to be distributed in practice each year will be calculated according to the degree of compliance with pre-defined milestones.
 
At the end of each year, the degree of compliance with personal, annual and multi-year goals of each officeholder will be calculated.
 
A limit will be set that will constitute the amount of the grant to be paid, in an amount not to exceed the maximum grant amount, which will be paid for achieving pre-defined milestones.
 

6.2.4
Actual Grant Approval Process
 
Actual officeholder grants will be presented for the approval of the Compensation Committee and the Board of Directors immediately after the approval of the Company's financial statements for the year for which the grant is to be paid.
 
The Compensation Committee and the Board of Directors will be entitled to reduce an annual grant to an officeholder at their discretion, taking into account the following factors:
 

◾
The degree of the officeholder's contribution to the development of the Company's business beyond his/her specific responsibility;
 

◾
The quality and speed of the officeholder's response to crises and unexpected events; and
 

◾
The officeholder’s overall managerial performance, motivating employees and leadership.
 
Annual officeholder grants, as approved by the Compensation Committee and the Board of Directors, shall be paid to officeholders together with the first salary paid after the approval of the annual grants by the Board.
 

6.2.5
Possibility of Reimbursement of Sums From a Grant Paid to Officeholders
 
At the time of payment of the grant, the officeholders will sign an undertaking to return the amount of the grant or part of it to the Company, should it become clear in the future that the grant was calculated based on data that turned out to be incorrect and re-stated during the course of the four annual financial statements following the approval of the grant.
 

6.2.6
Short-Term Variable Compensation - Commissions
 
Officeholders may be entitled to commissions for transactions in the framework of which they mediate between the Company and/or its direct or indirect subsidiary, and investors. The commission plan will be determined by the Company's CEO and submitted for approval to the Compensation Committee and the Board of Directors.
 

6.3
Long-Term Variable Compensation - Equity Compensation
 
As part of the overall officeholder compensation package in public companies, it is standard to offer a component of equity compensation aimed at twinning the interests of officeholders and Company shareholders. The long-term nature of equity compensation plans supports the Company's ability to retain its senior executives for a long period of time. In view of the benefits inherent in equity compensation plans, the Company will offer its officeholders and those of its subsidiaries to participate in the equity compensation plan according to the rules set out below:
 

6.3.1
The Equity Compensation Tool
 
Subject to the approval of the Compensation Committee and the Board of Directors, the Company will include officeholders (including directors) as participants in the plan to allocate options and/or restricted share units (RSUs) for Company shares. The options plan will be defined and implemented so that it meets the requirements of all the relevant provisions of the laws in the countries where officeholders are employed. In Israel, the plan will, as far as possible, comply with the provisions of Section 102 of the Income Tax Ordinance.
 
The plan to be approved will include the following details:
 

◾
Maximum number of options and/or RSUs to be allocated and the dilution percentage resulting from this allocation;
 

◾
The exercise price of the options and/or RSUs - the exercise price will be determined by the Company's Board of Directors.
 

◾
The vesting period of the options and/or RSUs - the options and/or RSUs will vest in tranches, over a period that will be no less than three years until full vesting, except as stated below in case of acceleration due to departure from the Company or change of ownership;
 

◾
The possibility of conditioning some or all of the vesting of the options and/or RSUs, of some officeholders, upon the achievement of targets to be determined at the time of allocation;
 

◾
Expiration date of the options and/or RSUs - this date shall be no earlier than one year after the vesting of each tranche but not more than 10 years from the date of allocation;
 

◾
Terms upon leaving the Company (due to dismissal, resignation and death or disability) and a change of ownership; and
 

◾
The exercise price of options will not be in the money at the date of option grant  to the relevant officeholder. The above provision shall not apply to RSUs.
 

6.3.2
Allocation
 
In accordance with the approval of the Compensation Committee, the Board of Directors and the General Meeting, to the extent that its approval is required, the Company's officeholders will be allocated options and/or RSUs for the Company's shares in accordance with the Company's options plans. When a new officeholder joins the Company during the period of an existing options plan, he/she may be allocated options from the pool not yet allocated under the plan, all with the approval of the Compensation Committee and the Company's Board of Directors (and general meeting, if required). The options allocated will be deposited by a trustee, in accordance with the provisions of Section 102 of the Income Tax Ordinance.
 

6.3.3
Exercise
 
Upon vesting of each tranche from the allocation of options and/or RSUs of an officeholder, each officeholder will be entitled to exercise the vested options and/or RSUs units available through the trustee. The trustee shall act in this matter in accordance with the instructions of the officeholders and shall carry out for them all the actions required to exercise the options into shares and/or cash.
 

7.
Variable Compensation to Fixed Compensation Ratio
 
The total Variable Compensation and Equity Compensation shall not exceed 300% of the annual Fixed Compensation.
 

8.
Exculpation, Indemnity and Insurance
 
In accordance with the Company's Articles of Association, officeholders shall be entitled to exculpation, indemnification and liability insurance, if and to the extent approved by the Company as required by law and on the terms and scope approved by the Company. In this regard, the Company may approve the inclusion of controlling parties, as may serve in the Company from time to time, in the insurance policy of directors and officers of the company, provided that the policy is approved within the following limits: an annual premium of up to $35,000 and coverage per incident and period up to $5 million.
 
The Company may also enter into agreements with officers and directors in exculpation and/or indemnification agreements, which shall stipulate that the total scope of the exculpation and/or indemnification shall not exceed the higher of 25% of the Company's shareholder’s equity and $1 million. Exculpations will not apply in the event of a breach of the duty of care in a decision or transaction in which the controlling shareholder or any Company officeholder has a personal interest (including officeholders other than the one receiving exculpation).
 

9.
Terms of Termination of Office
 
Prior Notice - Without derogating from the provisions of the law, Company officeholders will be entitled to a notice period of up to six months, and the CEO will be entitled to a notice period of up to 12 months, subject to employment agreements. During the notice period, the officeholder will be required to continue to provide services to the Company, unless the Company's Board of Directors decides to waive the officeholder’s services during this period, in whole or in part, without infringing on the officeholder’s right to receive compensation to which he/she is entitled under his/her employment agreement.
 
The Company's Board of Directors will consider the length of the prior notice of an officeholder in the Company, inter alia, according to the type of position that the officeholder holds in the Company and its importance.
 

10.
Compensation of the Board of Directors
 

10.1
An active director shall be entitled to Terms of Office and Employment in accordance with Sections 6-10.1 above, as specified in relation to an "Other Officeholder".
 

10.2
Directors, including independent directors and external directors, shall be entitled to compensation in accordance with the Compensation Regulations, i.e. maximum annual compensation (including Equity Compensation) and meeting participation compensation according to the Compensation Regulations, as per the Company's shareholders’ equity rank from time to time, as set out in the Compensation Regulations.
 

10.3
Company directors may be entitled to the D&O liability insurance, exculpation and indemnity agreements as set forth in Section 8 above.
 

Exhibit 10.6

CHAIRMAN AGREEMENT
 
This Chairman Agreement (the “Agreement”) is made and entered into as of this March 4, 2020, by and between Mr. Steven H. Lavin, with offices located at c/o Lavin & Gedville, P.C., 1849 Green Bay Road, Suite 440, Highland Park, Illinois 60035 (the “Chairman”) and Meat Tech 3D, a company organized under the laws of the State of Israel with offices located at 18 Einstein, Nes Ziona, Israel (the “Company”).

WITNESSETH

WHEREAS, pursuant to the organization documents of the Company, Steven H. Lavin shall be designated as Chairman of the Company;
 
WHEREAS, the Company is engaged in the business of 3D printing of lab-grown meat (the “Business”)

WHEREAS, Chairman represents that he has the requisite skill, knowledge and capacity to serve on the Board of Directors (the “Board”) of the Company; and

WHEREAS, the parties desire to state the terms and conditions of Chairman’s engagement with the Company, effective as of the Effective Date (as defined below), as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby agree as follows:


1.
Interpretation; Effectiveness
 

1.1.
The preamble to this Agreement is an integral part of this Agreement.


1.2.
The headings in this Agreement are for convenience and reference only and are not part of this Agreement nor may serve for the interpretation and are not part of the substance of this Agreement nor may serve for the interpretation thereof.
 

1.3.
The effectiveness of this Agreement is subject to the Company’s obtaining all required internal authorizations, as legally required (including from its Board of Directors and shareholders’ meeting). The date in which such authorizations are obtained shall be referred to herein as the “Effective Date”.
 

2.
Scope of Engagement
 

2.1.
Subject to Section 10 hereof, the Chairman agrees to serve as the chairman of the Board of the Company and shall perform such duties as are usually assigned to an active, non- executive chairman of the Board and will contribute to the Company for its business, from his good name and familiarity with the food and meat industry for the advancement of the Company’s Business (the “Services”).


2.2.
The Chairman will use commercially reasonable efforts to perform the Services faithfully, diligently and to the best of Chairman’s skill and ability.
 

2.3.
The Chairman will report to the Board and work with Company management in furtherance of the Services.


3.
Representations and Warranties of the Chairman
 
Chairman represents and warrants to the Company as follows:
 

3.1.
He is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; (ii) do not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the full performance of his duties and obligations hereunder.


3.2.
He shall not, directly or indirectly, receive or accept any payment, commission, rebate, discount, gratuity or other benefit, in cash or in kind, from any third party in connection with his engagement with the Company.


4.
Representation and Warranties of the Company
 
The Company represents and warrants to the Chairman as follows:
 

4.1.
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which it is a party or by which it is bound; (ii) does not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the full performance of its duties and obligations hereunder.


5.
Compensation
 

5.1.
During the period commencing on the Effective Date and ending upon termination of this Agreement in accordance with the terms hereof (the “Term”), in compensation for the performance of the Services by the Chairman, the Company shall pay the Chairman a monthly fee in the amount of USD 15,000 (the “Chairman Fee”). VAT shall be added if and to the extent legally required.
 

5.2.
In addition, the Company hereby grants to the Chairman RSUs (the “RSUs”) of the Company, in accordance with the terms of that certain Investment Agreement, dated the date hereof.


5.3.
The Company shall pay to the Chairman the Chairman Fee with respect to any relevant calendar month of Services during the Term, on the first day of the subsequent calendar month, to a bank account designated by the Chairman, via wire transfer or such other instructions as the Chairman shall provide in writing from time to time and shall prepare and file any required tax and similar documents in connection with the foregoing (other than such documents that by their nature should be filed by the Chairman personally), and provide a copy of such filings to the Chairman to the extent practicable.
 
2

5.4.
The Chairman shall be entitled to receive prompt reimbursement of all documented out- of-pocket expenses reasonably incurred by it in connection with the performance of its duties hereunder (such as travel, communications, hospitality, etc.) provided that any expenses above USD1,000 in aggregate per month will require the prior written approval of the Company; provided that travel and accommodation expenses in connection with participation in Board meetings in Israel will not require such prior approval.


6.
Term and Termination
 

6.1.
This Agreement shall commence on the Effective Date and shall continue for a period of three (3) years (subject to obtaining any required consents in accordance with applicable law), unless extended by the Company, at the direction of the Board, and with the agreement of the Chairman, or earlier terminated by either the Company, at the direction of the Board, or the Chairman by providing the other party a ninety (90)-day prior written notice (the “Notice Period”), for any reason whatsoever or for no reason, or until terminated with an immediate effect under any of the circumstances set forth in clauses (i) or (ii) below (the “Special Circumstances”), provided that if the Agreement is terminated by the Company, at the direction of the Board, prior to the lapse of three (3) years from the Effective Date, for any reason other than the Special Circumstances (including the failure to approve the appointment of the Chairman by the Company’s shareholders’ meeting), or if the Chairman terminates this Agreement for Good Reason (as defined below), then all RSUs shall automatically become fully exercisable (subject to any restrictions pursuant to applicable law) upon such termination.
 
(i)          Death or Disability. The death or disability of the Chairman (for purposes of this Section, “disability” shall be deemed to have occurred if Chairman is unable, due to any physical or mental disease or condition, to perform the Services for 90 days in any 12-month period);
 
(ii)          Cause. The Company, at the direction of the Board, may terminate this Agreement immediately at any time for Cause. For purposes of this Agreement, termination for “Cause” shall mean and include: (a) conviction (including any plea of guilty) of any felony involving moral turpitude affecting the Company or its subsidiaries or any crime involving fraud; (b) action taken by the Chairman intentionally to harm the Company; (c) embezzlement of funds of the Company; (d) falsification of records or reports; (e) any breach of the Chairman’s fiduciary duty towards the Company (subject to Section 9 hereof); (f) any material breach of this Agreement which has not been cured by Chairman within thirty (30) days after its receipt of notice thereof from Company containing a description of the breach or breaches alleged to have occurred; (g) any breach of the Proprietary Information undertakings set forth in Section 6 of this Agreement).
 

6.2.
For the purpose of this Agreement, the term “Good Reason” shall mean, without the Chairman’s express prior written consent, the occurrence of any of the following events: (i) a reduction following the Effective Date, in the Chairman Fee in connection with his engagement by the Company, in each case, as compared to the foregoing compensation and remuneration as of immediately prior to such change,; (ii) a material breach by the Company of this Agreement, which is not cured (if curable) within thirty (30) days after receipt of written notice thereof from the Chairman; (iii) a diminution by the Company in the Chairman’s position; and/or (iv) the assignment to the Chairman of additional material roles and/or duties, as compared to the roles and duties constituting the Services.

3

6.3.
Notwithstanding the aforesaid, the Company shall be entitled to waive Chairman’s Services during the Notice Period or any part thereof, immediately or at any time prior to the completion of the Notice Period. In such event, all outstanding RSUs shall continue to vest until the completion of the Notice Period.
 

6.4.
Upon the termination of this Agreement, the Chairman shall promptly deliver to the Company all books, memoranda, plans, computer software, customer lists, records and data of every kind in whatever form or medium relating to the business and affairs of the Company which are then in Chairman’s possession or control, provided, however, the Chairman shall not be required to destroy, delete or modify backup tapes or other media made pursuant to an automated archival process in the ordinary course.
 

7.
Confidential & Proprietary Information
 

7.1.
The Chairman agrees that all confidential, proprietary communications, materials, files, reports, analyses, correspondence, records, lists and other documents and information related to the Business of the Company provided by, prepared by, or made available by Company or any affiliate thereof or any person on behalf thereof to Chairman in connection with the Services (the “Company Materials”) shall be and shall remain the exclusive property of the Company, and the Chairman shall not disclose any Company Materials to any third party. Chairman specifically agrees that he shall not, at any time following the Effective Date, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate or divulge any Company Materials to any third party. This Section 7.1 shall survive any expiration or termination of this Agreement.
 

7.2.
Each of the Company and the Chairman agree that it or he, as the case may be, shall not make any statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the business reputations, practices or conduct of the other. This Section 7.2 shall survive any expiration or termination of this Agreement.
 

8.
Relationship
 

8.1.
The Chairman shall be at all times an independent contractor for the Company and shall not be entitled to any employees’ benefits or rights. This Agreement shall not be construed to create any relationship of employment, association, agency, partnership or joint venture between the Company and the Chairman nor shall it be construed to create any relationship other than that of principal and independent service provider between the Company and the Chairman. The Chairman is not an employee of the Company, and the Company shall not be obligated to treat the Chairman as an employee. The Chairman shall have no power or authority to act for or bind the Company.

4

8.2.
The Chairman shall be responsible, solely and exclusively, to comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to it as a service provider or consultant to the Company, including, without limitation, payment of and the sole liability for all taxes applicable to the compensation hereunder, excluding VAT.


8.3.
Concurrently herewith, the Company shall execute a Directors & Officers Indemnification and Exemption undertaking towards the Chairman in the form attached hereto as Annex 8.3.
 

9.
Law Duties; Conflicts of Interest
 
The Chairman must abide by the statutory, and fiduciary duties as a chairman of an Israeli publicly traded company, in particular, comply with the terms of the Israeli Companies Law. The Chairman must take decisions objectively in the best interests of the Company and is expected to bring an independent judgment to bear on issues of strategy, performance, resources and standards of conduct.
 

10.
Business Opportunities
 
The Company acknowledges that the Chairman is actively holding various positions in various businesses within the food and meat industry and other industries, including ownership of interest, directorships, executive positions and otherwise, and agrees that the foregoing are hereby approved by the Company. The parties agree that the Chairman shall have the right to, and shall have no duty (contractual or otherwise) not to, engage in or possess an interest, directly or indirectly, independently or with others, and in any capacity, in any business, entity or venture including, but not limited to within the food and meat industry provided that any such position that may directly conflict with Chairman services and duties as an officer of the Company shall be approved in advance by the Company. Nothing in this Agreement shall be deemed to prohibit the Chairman from dealing, or otherwise engaging in business, with persons transacting business with the Company, including any client, customer, supplier, lender or investor of the Company. The Chairman shall not be liable to the Company for breach of any duty (contractual or otherwise) by reason of the foregoing, or by reasons of the fact that the Chairman directly or indirectly pursues or acquires any such business opportunity or venture for itself or its affiliates, directs such opportunity or venture to another person or does not communicate, present or offer first such opportunity or venture to the Company. The Company shall not have any rights or obligations by virtue of this Agreement or the transactions contemplated hereby, in or to any independent venture of the Chairman, or the income or profits or losses or distributions derived therefrom, and such ventures shall not be deemed wrongful or improper.
 

11.
Governing Law
 
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel regardless of its conflict of laws principles. Any dispute arising under or relating to this Agreement or any transactions contemplated herein shall be resolved exclusively by the courts of Tel-Aviv, and each of the parties hereby submits irrevocably to the jurisdiction of such venue.

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12.
Publicity. Without the prior written approval of the Chairman, the Company may not use  the name, biography, picture or other likeness or information of the Chairman on its website, marketing or advertising materials.


13.
Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile, email, or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section).
 

14.
General Provisions
 

14.1.
The Chairman may not transfer or assign, whether in whole or in part, its rights and obligations under this Agreement, without the prior written consent of the Company.


14.2.
This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and covenants hereof may be waived, only by a written instrument executed by all parties. A waiver of any term or condition of this Agreement may be affected only by a written instrument executed by the party waiving compliance.
 

14.3.
The failure of any party, at any time or times, to require performance of any provision of this Agreement shall in no manner affect the right of such party, at a later time, to enforce the same.


14.4.
No waiver by any party of the breach of any term or covenant, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any breach, or a waiver of the breach of any other term or covenant.


14.5.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or by any other entity having competent jurisdiction, to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.


14.6.
This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

[Signature Page Follows]
 
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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written.
 
Company
 
Chairman
 
 
 
 
 
By: /s/ Sharon Fima
 
By: /s/ Steven H. Lavin
 
 
 
 
 
Name: Sharon Fima
 
Name: Steven H. Lavin
 
 
 
 
 
Title: CEO
 
 
 

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Exhibit 10.7

First Amended and Restated Investment Agreement - Meat Tech 3D Ltd.
 
Please see below a potential outline for investing in Meat Tech 3D Ltd. (the “Company”):
 
This First Amended and Restated Investment Agreement (the “Investment Agreement”) is made and entered on this 14th day of May, 2020, and amends and restates in its entirety the Investment Agreement made and entered on March 4, 2020. The intent of this Investment Agreement is to describe certain key terms of the proposed agreement between the Company, Mr. Steven H. Lavin and/or an entity controlled by him, Mr. Yossi Arad or a company controlled by him, and Silver Road Capital Ltd. (the “Investor Group”).

The Company
Meat Tech 3D Ltd.
The Investor
The “Investor” shall be (a) Mr. Steven H. Lavin (the “Chairman”) or El Capital Investments, LLC, or another entity controlled by Mr. Steven H. Lavin or in which Mr. Steven H. Lavin holds, directly or indirectly, at least 50% of the shares (to invest approximately 75% of the total Original Investment Amount (as defined below)) and (b) Mr. Yossi Arad (the “Consultant”) or a company he holds (to invest approximately 25% of the total Original Investment Amount).

The Investor’s Options (as defined below)), RSUs and the rights under the Ratchet Mechanism set forth below, shall be freely assignable by the owner of such rights to an affiliate of such owner. For the purpose of this Investment Agreement, a reference to an “affiliate” of a person, shall refer to a person controlling, controlled by, or under common control with such first person.
Investment Outline
An investment in the Company by way of issuance of 1,391,794 Company shares, and additional Investor Options in accordance with the terms set forth in this Investment Agreement.
Share Allocation Terms and additional rights
Investment. The Company will issue shares to the Investor in consideration for an investment in the amount of US$1 million (the “Original Investment Amount”) at a price per share of 2.49 NIS per share (the “PPS”) (the “Investment”).

RSUs. In consideration for the services of the Chairman as an active chairman of the Company’s board of directors and the services of the Consultant as a consultant to the Company, the Investor shall be entitled to the following consideration, to be allocated between the Chairman and the Consultant pro- rata, in accordance with their relative investment amounts:
 
No. of Granted RSU’S: 1,502,743.
 
The RSUs shall vest in quarterly equal installments over 3 years; provided that all RSUs shall be fully exercisable immediately prior to the occurrence of a Ratchet Trigger Event (as defined below), or an M&A Transaction, as defined below. The exercise price of each RSU shall be the minimum purchase price per shares authorized by the Tel Aviv Stock Exchange at the relevant time (the “Minimum Price”), which Minimum Price is currently NIS 0.30.
 
The term “M&A Transaction” shall mean any of the following transactions (in each case, in one or a series of related transactions), directly or indirectly: (i) merger or consolidation of the Company with or into one or more other entities, as a result of such, more than 50% of the outstanding shares of the surviving entity are held by persons who were not holders of Company’s shares as of immediately prior to such transaction or series of transactions, or the sale of more than 50% of the share capital of the Company to another entity; or (ii) sale, transfer, lease, irrevocable, perpetual, substantially worldwide and exclusive license or other conveyance (other than a pledge or grant of one or more security interests by the Company) of all or substantially all of the assets of the Company and/or subsidiaries thereof.

 
The term “Ratchet Trigger Event” shall mean (a) a change of the Company’s business to any business that is not 3D printing of lab-grown meat, (b) the commencement by the Company of any liquidation proceedings or the adoption of a winding up resolution by the Company or the appointment of a receiver to the Company or a filing by the Company of a motion for a stay of proceedings, and such actions or proceedings are not canceled within forty-five (45) days of its initiation; or (c) the Company (1) is unable or admits inability to pay its debts as they become due; (2) is deemed to, or is declared to, be unable to pay its debts under applicable law; (3) suspends or threatens to suspend making payments on its debts.

Chairman Salary. Chairman shall be entitled to US$15K per month plus VAT if required.

Danny Ayalon Salary. US$2.5K per month plus VAT if required.

Ratchet Mechanism. In addition to the shares and RSUs to be issued in accordance with the foregoing, the Investor will have the option to force the Company to issue additional shares until its Original Investment Amount is returned in accordance with the following conditions (the “Ratchet Mechanism”). The Ratchet Mechanism shall apply separately to any Investor holding Investor Rights (as defined below) with respect to its portion of the Investor Rights and any notices and elections described below shall be made separately by or to, as applicable, each such Investor:

3.2  During a period of three (3) years following the issuance of the shares and the RSU’s by the Company in accordance with the foregoing (the “Ratchet Term”), the Investor shall be entitled to a ratchet protection mechanism as follows:
 
3.2.1      At the end of the Term or, if earlier, following the occurrence of a Ratchet Trigger Event, in case a Notice (as defined below) has been provided, Company shall act to sell the Investor’s shares, including RSUs and Investor’s Options (collectively, the “Investor Rights”), as provided in section 3.2.4 hereunder. In case that the aggregate amount received by the Investor in consideration for the sale of such Investor Rights that were allocated by the Company to the Investor under this Investment Agreement (collectively, together with any amounts received by Investor in consideration for the sale of Investor Options prior to the exercise of such Investor Options plus the net profit (after tax and after deduction of the exercise price) by the Investor upon sale of Company shares issued upon exercise of Investor Options,  the “Sale Consideration”) is less than the Original Investment Amount, the Company will issue, no later than seven (7) days following a written request by the Investor, additional Company shares to the Investor, for no additional consideration, to be sold by the Investor at market price (subject to legal and other restrictions), having an aggregate value, together with the Sale Consideration, equal to the Original Investment Amount.

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3.2.2      The Company will issue the Investor additional Company shares for no additional consideration, as described in the above Section 3.2.1, until the total Sale Consideration received by the Investor shall equal the Original Investment Amount, or the Investor will hold such number of shares which constitute 51% (calculated to reflect the portion held by each Investor) of the total shares of the Company, on a fully diluted basis (and shall not issue, for a period ending 60 days following the date in which the Investor was issued shares constituting 51% (calculated to reflect the portion held by each Investor) of the total shares of the Company, on a fully diluted basis, any additional securities or rights to convertible or exercisable to securities of the Company to any person without the Investor’s prior written consent), in each case, subject to compliance with any legal restrictions and receipt of any consents and approvals required by law.
 
3.2.3      The Company shall notify the Investor as soon as possible and legally permitted prior to the occurrence of a Ratchet Trigger Event. No later than seven (7) days following the end of the Ratchet Term or, if earlier, the date of the occurrence of a Ratchet Trigger Event, the Investor shall inform the Company (the “Notice”) whether the  Investor wishes to sell or retain its Investor Rights. If Investor provides in such Notice it wishes to retain its Investor Rights, or fails to provide such Notice within such 7-day period, the Ratchet Mechanism shall terminate.
 
3.2.4      If Investor provides in the Notice that it wishes to sell its Investor Rights, then, the Company shall have 60 days following Investor’s delivery of the Notice (the “Sale Period”), to find a purchaser for Investor Rights, in a Sale Consideration amount equal to (or exceeding) the Original Investment Amount. The distribution of the Investor Rights may be conducted by the Company via a prospectus or by means of sale to a private investor.

3.2.5      If Company fails to find a purchaser which shall acquire the Investor Rights during the Sale Period for at least the Original Investment Amount in accordance with Section 3.2.4 above, then following the lapse of the Sale Period, Investor shall be required to sell the Investor Rights through a qualified distributor to be engaged by the Company, subject to legal restrictions. The distributor shall attempt to sell all the Investor Rights within a period of 60 days following the date of its engagement (“Sale by Distributor”), and only if the total Sale Consideration received from the Sale by Distributor, together with the Sale Consideration previously received by the Investor, if any, is less than the Original Investment Amount, then the Ratchet Mechanism shall be exercised and additional Company shares shall be issued to the Investor in accordance with Section 3.2.2 above, until the Sale Consideration received by the Investor for the sale of such additional Company shares, together with any Sale Consideration previously received by the Investor, shall equal the Original Investment Amount, and the Sale by Distributor shall occur again in the same manner and terms set forth above. Notwithstanding the foregoing, following the expiration of the period for the Sale by Distributor, the Investor shall be  entitled  to  notify  the  Company  that  it  chooses  to  receive such number of shares which constitute 51% (calculated to reflect the portion held by each Investor) of the total shares of the Company, on a fully diluted basis, and upon delivery of such notice, the Investor shall no longer be required to attempt to sell (directly or through another person, including the Company) any such share and the Company shall issue such shares in accordance with Section 3.2.2.

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3.2.6      Notwithstanding the foregoing, the Company shall, prior to the issuance of any shares pursuant to the Ratchet Mechanism approach the Tel Aviv Stock Exchange (“TASE”) and obtain the TASE’s approval for such issuance, in a manner that shall comply with any legal requirements at the time of such issuance, including with respect to the Minimum Price (and the Company undertakes toward the Investors to take any reasonable actions in order to allow the performance of its obligations hereunder while complying with such legal undertakings), and the Investors shall pay for each such issued share of the Company, the Minimum Price. The Company further undertakes that if the Company share price as of immediately prior to the issuance of shares pursuant to the Ratchet Mechanism shall be less than NIS 1.00 per Company share, the Company shall consolidate its share capital (i.e., a share consolidate or a reverse share split), so that the price per Company share shall equal or exceed NIS 1.00, and if the Reatchet Mechanism would require issuance of Company shares which will result in the Investors holding at least 51% of the Company’s shares capital on a fully diluted basis, calculated immediately following such issuance, then, prior to such issuance, the Company shall consolidate its share capital so that the number of shares of the Company, on a fully diluted basis, shall equal 1,000,000 shares.
 
3.2.7       The Ratchet Mechanism shall be cancelled (with respect to any Investor) following the occurrence of any of the following events:
 
3.2.7.1   Any sale during the Ratchet Term by such Investor of any of the Investor Rights at a price per Company share which is less than the PPS.
 
3.2.7.2   Additional Listing (as defined below) of Company shares in a leading foreign stock exchange (such as the NYSE, NASDAQ, or London Stock Exchange (not including the AIM) (a “Leading Foreign Exchange”) where all Investor RSUs are converted to Company shares listed for public trading in such Leading Foreign Exchange (the Investor acknowledges that the Company is currently considering listing its shares in the NASDAQ).
 
3.2.7.3    Such time the Company raises from the public or an unrelated 3rd party an amount equal to 5 times the Original Investment Amount at an average price per share higher by 70% or more than the PPS.
 
3.2.7.4    Such time the Company’s shares are traded 70% higher than the PPS - for 30 consecutive trading days (at an average minimum volume of NIS 200,000).
Investor Option
Concurrently with the delivery of the Investment amount, the Company will issue to the Investor options exercisable to 8,040,382 Company shares, for an exercise price of NIS 3.36 per option (the “Investor Options”). The exercise period for the Investor Options will be 13 months from the date of grant, and such Investor Options shall be accelerated (i.e., will be required to be exercised or otherwise shall be terminated) immediately prior to the listing of the Company’s shares for public trading in a Leading Foreign Exchange. The Investor Options shall be subject to a grant letter to be entered into between the Company and the Investor, in the form attached hereto as Exhibit A. The shares issuable upon exercise of the Investor Options shall not be subject to a proxy.

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Silver Road Options
In consideration for advisory services that shall be set forth in a services agreement to be entered into between the Company and Silver Road Capital Ltd. (“SR”), in the form attached hereto as Exhibit B, concurrently with the delivery of the Investment amount, the Company will issue to SR 3,934,655 options exercisable to Company shares, vested in equal quarterly installments over 1.5 years following the date of grant; provided that all SR options shall be fully exercisable immediately prior to the occurrence of an M&A Transaction, as defined below or a listing of the Company’s shares in any securities exchange other than the Tel Aviv Stock Exchange (pursuant to which the Company’s shares will be registered for trading on any such securities exchange (including through any transaction (such as reverse merger) the result of which is such listing) (an “Additional Listing”).

The exercise price with respect to 50% of such options shall equal to the price of the Investment PPS. The exercise price with respect to the remainder of the options (50%) shall equal 40% over the Investment PPS.

The term of said options shall be 4 years from the date of grant and such options shall be accelerated (i.e., will be required to be exercised or otherwise shall be terminated) immediately prior to an Additional Listing in a Leading Foreign Exchange (a “Mandatory Exercise Event”).

The SR Options shall be subject to a grant letter to be entered into between the Company and SR. The shares issuable upon exercise of the SR Options shall not be subject to a proxy. In addition, if, at the time of, or during the period after a Mandatory Exercise Event, the shares issuable upon the exercise of the SR Options in connection with the Mandatory Exercise Event shall not be freely tradable, whether due to an underwriter’s or similar instruction or arrangement and/or due to legal or stock exchange restrictions, then SR shall be entitled to effectuate the exercise pursuant to the Mandatory Exercise Event through a net / cashless exercise (נטו מימוש), in accordance with the Company’s employee share option plan.
Additional Terms
1.     The additional options exercise prices (and, if applicable, the amount of RSUs) will be adjusted in accordance with changes in the Company’s share capital (dividends, share split, rights issuances, etc.)
 
2.    Subject to the other provisions of this Investment Agreement (including SR’s right to a cashless exercise set forth above), the Investor Option and Silver Road Options will have an automatic acceleration mechanism, given an Additional Listing in a Leading Foreign Exchange, so that in case of such Additional Listing all such option will be exercised and converted into Company’s shares or terminated (at SR or the Investor’s discretion, as the case may be), immediately prior to such Additional Listing (and the Company should notify them regarding the contemplated time of the Additional Listing no later than 5 business days prior to the completion of such Additional Listing (to the extent legally permitted and possible).

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3.    Mr. Steven H. Lavin will be appointed Chairman of the Board of Directors of the Company and shall enter into a directorship agreement, and Mr. Danny Ayalon from SR shall serve as an additional director on the Chairman’s behalf and on behalf of SR.
 
4.   The Chairman will contribute to the Company for its business, from his good name and familiarity with the food and meat industry for the advancement of its business development.

5.   The Company will not incur any debt (provided that this Section 5 shall not refer to any convertible debt that can be converted into Company’s ordinary shares at any time, at the Company’s discretion or to any loan proceeds which are kept in a restricted account and cannot be used by the Company other than following the conversion into equity), except with the approval of the Investor (any decisions or notices by the Investor in connection with the foregoing shall be delivered jointly by Mr. Steven H. Lavin and Mr. Yossi Arad) and a decision by a majority of the Company’s board of directors.
Representations and Warranties of the Company
The Company hereby represents, warrants and undertakes to the Investor the following, and acknowledges that the Investor is entering into this Investment Agreement in reliance thereon:

1.1.     Organization. The Company is an Israeli public company, duly organized and validly existing under the laws of the State of Israel. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.

1.2.     Authority. The Company has requisite corporate power and authority to enter into, execute, deliver and perform this Investment Agreement, to bind itself hereunder, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

1.3.     Authorization. Subject to the convening of a shareholders meeting, and approval of the transactions contemplated hereby by the Company’s shareholders, all corporate actions on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Investment Agreement and the performance of all of the Company’s obligations hereunder have been taken prior to the date hereof, and they constitute valid and legally binding obligations of the Company, enforceable in accordance  with their respective terms.

1.4.     Valid Issuance. The Company shares, the RSUs, the SR Options and the Investor Options, when issued or granted in accordance with the terms hereunder, shall be duly authorized and granted, and with respect to the Company’s shares and RSUs issued hereunder and any shares underlying the SR Options and Investor Options, validly issued, fully paid and non- assessable, and shall be free of all liens, charges, encumbrances, or any other third-party rights (the “Liens”) and shall be free of any restrictions on transfer other than restrictions on transfer under the Company’s articles of association and under applicable law.

1.5.       Share Capital

(a)  The registered share capital of the Company as of the date hereof is NIS 1,000,000,000, divided into 1,000,000,000 ordinary shares.

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(b)   The Company has 50,708,009 ordinary shares issued and outstanding and options and Restricted Share Units exercisable to 17,363,395 ordinary shares, in each case, as of the date hereof.

(c)    The issued and outstanding shares of the Company immediately prior to the date hereof have been duly authorized validly issued, are fully paid and non-assessable, were issued in accordance with applicable corporate and securities laws and were issued free of all Liens, and were not issued in violation of any pre-emptive, anti- dilution or other similar rights.

(d)    Other than as contemplated in or as a result of this Investment Agreement and as set forth in clause (b) above, no person or entity has any agreement, option, right (including without limitation, conversion rights, preemptive rights and rights of first refusal) or warrant for the subscription, allotment, issue or purchase of any of the Company’s shares or other securities of the Company, nor is the Company a party to any undertaking towards any person or entity, regarding issuance or sale of any shares or other securities of the Company.

(e)    The issuance or grant of the shares, RSUs, SR Options or Investor Options hereunder or the exercise of the SR Options or Investor Options will not trigger any anti-dilution or pre-emptive rights which have not been either waived or fully satisfied.

(f)     The Company is not subject to any outstanding or conditioned repurchase obligation of any of the securities issued by it and no security issued by the Company is redeemable by its terms.

(g)    To the Company’s knowledge, there are no agreements, understandings, trusts or other collaborative arrangements or understandings concerning the shares of the Company, including any voting agreement granting them any special voting or veto rights.

(h)    The Company has not granted or agreed to grant any registration rights, with respect to its presently outstanding securities or any securities that may hereafter be issued, to any person or entity.

1.6.     Non-Contravention The execution, delivery and performance by the Company of this Investment Agreement and the consummation of the transactions contemplated hereby do not and will not (a) contravene or conflict with the organization documents of the Company, (b) contravene or conflict with any applicable law or judgment, decree, order, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, governmental authority or other tribunal of competent jurisdiction, binding upon or applicable to the Company, (c) require notice, breach, conflict with or constitute a default under, or impair the rights of the Company, give rise to a right of termination, suspension, cancellation or amendment of any right of the Company, or acceleration or any adverse amendment of any obligation of the Company, or to a loss of any benefit to which the Company is entitled, or accelerate any obligation of the Company or increase or impose any liability on the Company, in each case under any provision of any contract, agreement or arrangement, binding upon the Company or by which any of the Company’s assets or properties are bound or subject, or any permit of the Company, or (d) result in the creation or imposition of any Lien on any assets or properties of the Company.


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Representations and Warranties of the Investors
Each Investor hereby represents, warrants and undertakes, as to itself only, severally and not jointly with the other Investor, to the Company the following, and acknowledges that the Company is entering into this  Investment Agreement in reliance thereon:

1.1.      Organization. The Investor is duly organized and validly existing under the laws of the country of its organization, and has all the requisite corporate power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted.

1.2.      Authority. The Investor has requisite corporate power and authority to enter into, execute, deliver and perform this Investment Agreement, to bind itself hereunder, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

1.3.      Authorization. All corporate actions on the part of the Investor, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Investment Agreement and the performance of all of the Investor’s obligations hereunder have been taken prior to the date hereof, and they constitute valid and legally binding obligations of the Investor, enforceable in accordance with their respective terms.

1.4.     Non-Contravention The execution, delivery and performance by the Investor of this Investment Agreement and the consummation of the transactions contemplated hereby do not and will not (a) contravene or conflict with the organization documents of the Investor, (b) contravene or conflict with any applicable law or judgment, decree, order, ruling, subpoena or verdict (whether temporary, preliminary or permanent) entered, issued, made or rendered by any court, administrative agency, arbitrator, governmental authority or other tribunal of competent jurisdiction, binding upon or applicable to the Investor, (c) require notice, breach, conflict with or constitute a default under, or impair the rights of the Investor, give rise to a right of termination, suspension, cancellation or amendment of any right of the Investor, or acceleration or any adverse amendment of any obligation of the Investor, or to a loss of any benefit to which the Investor is entitled, or accelerate any obligation of the Investor or increase or impose any liability on the Investor, in each case under any provision of any contract, agreement or arrangement, binding upon the Investor or by which any of the Investor’s assets or properties are bound or subject, or any permit of the Investor, or (d) result in the creation or imposition of any Lien on any assets or properties of the Investor.
Confidentiality
No party shall disclose the existence or the terms of this Investment Agreement to any person other than its respective officers, employees, directors and professional advisors (provided that each party shall be responsible for any action or omission of such persons in contradiction to the confidentiality provisions of this Investment Agreement) without the written consent of the other party. The Company shall not make any public disclosure with respect to this Investment Agreement or the transactions contemplated hereby without first delivering a copy of such disclosure to the Investor Group and receipt of its approval for the content thereof.
Governing Law
This Investment Agreement shall be governed in all respects by the laws of the State of Israel. Any claim, dispute or controversy arising out of or in connection with this Investment Agreement, shall be subject to the sole jurisdiction of the applicable court in Tel Aviv, Israel.
Reimbursement of Expenses
The Investment shall be used, among others, to reimburse the Investor for cost and expenses of legal counsel (up to an amount of $35,000), to be paid upon the consummation of the Investment upon receipt of an invoice.
 
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This Investment Agreement is hereby acknowledged and agreed as of the date first above written:
 
Meat Tech 3D Ltd.
 
By: /s/ Sharon Fima     /s/ Omri Schanin

Name: Sharon Fima and Omri Schanin

Title: CEO \ COO and Co Founders

El Capital Investments, LLC

By: /s/ Steven H. Lavin

Name: Steven H. Lavin

Title:

Silver Road Capital Ltd.

By: /s/ Lior Maimon

Name: Lior Maimon

Title: CEO

M.D. Premium Issuance Ltd.
 
By: /s/ Yossi Arad

Name: Yossi Arad

Title: CEO

[Investment Agreement - Signature Page]

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Exhibit 10.8

SERVICES AGREEMENT
 
This Services Agreement (this “Agreement”) is entered into as of March 4, 2020, by and between Meat Tech 3D Ltd, a public company organized under the laws of the state of Israel, whose registered address is Einstein 18, Ness Ziona (the “Company”), and Silver Road Capital Ltd., a private company organized under the laws of the state of Israel, whose registered address is 89 Medinat Hayehudim St., Herzlia, Israel (the “Consultant”). Each of the Company and the Consultant may be referred to individually as a “Party” and collectively as the “Parties”.
 

Whereas,
the Company wishes to engage the services of the Consultant as an independent consultant, and the Consultant agrees, subject to the terms and conditions set forth herein; and
 

Whereas,
the Consultant represents that he has the knowledge, experience and ability necessary to provide the Services (as defined below), all in accordance with the terms of this Agreement.
 
Now, therefore, the Parties agree and undertake as follows:
 

1.
INTERPRETATION
 

1.1.
The preamble to this Agreement is an integral part of this Agreement.
 

1.2.
The headings in this Agreement are for convenience and reference only and are not part of this Agreement nor may serve for the interpretation and are not part of the substance of this Agreement nor may serve for the interpretation thereof.
 

1.3.
The effectiveness of this Agreement is subject to the Company’s obtaining all required internal authorizations, as legally required. The date in which such authorizations are obtained shall be referred to herein as the “Effective Date”.
 

2.
THE SERVICES
 

2.1.
The Services. The Consultant shall provide the Company with the following services (the “Services”):
 

2.1.1.
Identify and/or introduce to the Company prospective investors and, to the extent so requested by the Company, assist in the negotiations with such investors.


2.1.2.
Identify and/or introduce to the Company prospective commercial and business partners and, to the extent so requested by the Company, assist in the negotiations and/or engagement with such business partners; and
 

2.1.3.
Advise the Company with respect to its business and activities, as shall be requested by the Company.


2.1.4.
In connection with the foregoing, the Consultant and its representatives, including Mr. Danny Ayalon, will make themselves reasonably available and participate in meetings, calls, video conferences and presentations.
 

2.2.
Representations and Warranties of the Consultant. Consultant represents and warrants to the Company as follows:


2.2.1.
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which he is a party or by which he is bound; (ii) do not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the full performance of his duties and obligations hereunder.

 


2.2.2.
It shall not, directly or indirectly, receive or accept any payment, commission, rebate, discount, gratuity or other benefit, in cash or in kind, from any third party in connection with his engagement with the Company.
 

2.3.
Representation and Warranties of the Company. The Company represents and warrants to the Consultant as follows:


2.3.1.
It is entitled to enter into this Agreement and to assume all of the obligations pursuant hereto, and that the execution and delivery of this Agreement and the fulfillment of the terms hereof (i) will not constitute a default under or conflict with any agreement or other instrument to which it is a party or by which it is bound; (ii) does not require the consent of any person or entity; and (iii) there are no contracts, impediments, hindrances or restrictive covenants preventing the full performance of its duties and obligations hereunder.
 

3.
COMPENSATION
 

3.1.
SR Options. In consideration for the performance of the Services, the Company shall issue to the Consultant on the Effective Date the SR Options (the “SR Options”), as such term is defined in that certain Investment Agreement, dated March 4, 2020, entered into by and among the Company, the Consultant and the other parties thereto (the “Investment Agreement”). The SR Options shall have the terms and conditions set forth in the Investment Agreement.
 

3.2.
Reimbursement of Expenses. The Consultant shall be entitled to receive prompt reimbursement of all documented out-of-pocket expenses reasonably incurred by it in connection with the performance of its Services hereunder (such as travel, communications, hospitality, etc.); provided that such expenses were approved by the Company in advance in writing.
 

3.3.
Exclusive Compensation. Without derogating from the rights of Mr. Danny Ayalon and Mr. Steven H. Lavin, both holding shares in the Consultant, to receive compensation pursuant to the Investment Agreement and any other agreement in consideration for their services as directors of the Company (including Mr. Steve H. Lavin’s service as the chairman of the board of director of the Company), the Consultant shall not be entitled to any additional compensation and/or remuneration for the Services other than as explicitly set forth in this Agreement.
 

3.4.
Taxes. The Consultant shall be responsible, solely and exclusively, to comply, at its own expense, with the provisions of all applicable requirements and with all laws applicable to it as a service provider or consultant to the Company, including, without limitation, payment of and the sole liability for all taxes applicable to the compensation hereunder, excluding VAT which shall be paid by the Company.
 

4.
CONFIDENTIALITY AND INTELLECTUAL PROPRIETARY
 

4.1.
The Consultant agrees that all confidential, proprietary communications, materials, files, reports, analyses, correspondence, records, lists and other information reasonably deemed to be of nature of confidential information and documents and information related to the business of the Company provided by, prepared by, or made available by Company or any affiliate thereof or any person on behalf thereof to Consultant in connection with the Services (the “Company Materials”) shall be and shall remain the exclusive property of the Company, and the Consultant shall not disclose any Company Materials to any third party. Consultant specifically agrees that it shall not, at any time following the Effective Date, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use, communicate or divulge any Company Materials to any third party. This Section 4.1 shall survive any expiration or termination of this Agreement.

 2
 

4.2.
Each of the Company and the Consultant agrees that it shall not make any statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or in any way criticize the business reputations, practices or conduct of the other. This Section 4.2 shall survive any expiration or termination of this Agreement.
 

5.
INDEPENDENT CONTRACTOR
 
The Consultant shall be at all times an independent contractor for the Company and shall not be entitled to any employees’ benefits or rights. This Agreement shall not be construed to create any relationship of employment, association, agency, partnership or joint venture between the Company and the Consultant nor shall it be construed to create any relationship other than that of principal and independent service provider between the Company and the Consultant. The Consultant shall have no power or authority to act for or bind the Company.
 

6.
TERM AND TERMINATION
 

6.1.
Term. This Agreement shall commence on the Effective Date and shall continue until it is terminated as hereafter provided.
 

6.2.
Termination. The Company, at any time, and the Consultant, commencing on the eighteen (18) months’ anniversary of the Effective Date, may terminate this Agreement at any time and for any reason (or for no reason), by submitting to the other Party a 30-day prior written notice of termination. Upon termination of this Agreement, for any reason whatsoever, Consultant shall immediately cease the performance of any of the Services. Notwithstanding the foregoing, either Party mat terminate this Agreement at any time without any further prior notice requirement, upon a material breach by the other Party of this Agreement, which is not cured (if curable) within ten (10) days after the breaching Party’s receipt of written notice thereof from the non-breaching Party.


7.
LIMITATION OF LIABILITY.
 
In no event will (a) either Party be liable to the other or to any third party for any loss of use, revenue or profit or loss of data or for any consequential, incidental, indirect, exemplary, special or punitive damages or (b) either Party’s liability arising out of, or related to this Agreement, whether arising out of, or related to, breach of contract, tort (including negligence) or otherwise, exceed the value of the consideration paid to the Consultant pursuant to this Agreement.
 
In addition, notwithstanding anything set forth herein, the Company acknowledges that the Consultant does not make any representations or warranties, nor shall the Consultant be responsible for, the credibility or any actions of the Company or its affiliates or of any person, in any capacity whatsoever, introduced to the Company or its affiliates by the Consultant and shall not be responsible to the business, legal or other characteristics, advisability, success or any other results of any transaction contemplated or entered into by the Company or its affiliates in connection with the services provided hereunder, and it shall be at the sole discretion of the Company to evaluate any business opportunities and make any decision with respect to any transaction proposed to the Company in connection with the services provided by the Consultant hereunder.
 

8.
NON-EXCLUSIVITY.
 
The Consultant retains the right to perform the same or similar type of services for other third parties during the Term of this Agreement, so long as such third party is not a direct competitor of the Company in the field of 3D printing of lab-grown meat.

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9.
MISCELLANEOUS
 

9.1.
This Agreement and, to the extent applicable, the Investment Agreement, constitute the entire understanding and agreements between the Parties, and supersedes all prior discussions, agreements and correspondence in each case, with regard to the subject matters hereof, and may not be amended, modified or supplemented in any respect, except by a subsequent writing executed by all Parties.
 

9.2.
This Agreement shall be governed and construed according to the laws of the state of Israel, without reference to conflict of laws principles. Any dispute under or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of Tel Aviv - Jaffa.
 

9.3.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile, email, or other electronic delivery (with oral or written confirmation of receipt) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set out in this Agreement (or to such other address that may be designated by a party from time to time in accordance with this Section).
 

9.4.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or by any other entity having competent jurisdiction, to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable.


9.5.
No failure, delay or forbearance of any Party in exercising any power or right hereunder shall in any way restrict or diminish such Party’s rights and powers under this Agreement or operate as a waiver of any breach or nonperformance by either Party of any terms or conditions hereof.


9.6.
This Agreement may be signed in counterparts, including in electronic form (including scanned PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first set forth above.

 /s/ Sharon Fima 
_____________________________ 
          Meat Tech 3D Ltd.   

By: Sharon Fima
Title: CEO & Co - Founder
 /s/ Lior Maimon
_____________________________ 
        Silver Road Capital Ltd.

By: Lior Maimon
Title: CEO          
       
 5
 
Exhibit 10.9

Agreement
 
Made and entered into on the ___ day of October, 2019
 
Between
 
Meat-Tech 3D Ltd.
(formerly Ophectra Real Estate and Investments Ltd.)
Company No.: 520041955
of 18 Einstein Street, Nes Ziona
(hereinafter: Meat-Tech)
of the first part;
 

 
and
 
Ophectra Cannabis Ltd.
Company No.: 516155371
of 18 Einstein Street, Nes Ziona
(hereinafter: Ophectra)
of the second part;
 

 
and
 
Therapin Ltd.
(formerly Hi-Pharma Ltd.)
Company No.: 515725000
of Kibbutz Ramat Menashe
(hereinafter: Therapin)
of the third part;
 
Whereas
on June 26, 2019 the Parties engaged in an agreement under which they agreed to close a two stage transaction (the “Original Transaction”), as follows: Stage 1 - investment of a total amount of NIS 7,250,000 (“Investment Amount”) by Meat-Tech in the share capital of Therapin, and Stage 2 - merger between Meat-Tech and Therapin, by way of exchange of shares between Meat-Tech and the existing shareholders of Therapin (the “Original Agreement”);  and
 
Whereas
Stage 1 of the Original Agreement was executed and as part thereof, at the request of Meat-Tech, all the shares that Meat-Tech was eligible to receive (namely, 4,148 ordinary shares of Therapin) (the “Ophectra Shares”) were allotted to Ophectra in return for the investment of the Investment Amount in the share capital of Therapin that was previously carried out by Meat-Tech; and
 
Whereas
on September 26, 2019 the Parties signed an agreement under which they agreed to cancel Stage 2 of the Original Transaction and not complete the merger between them; and

Whereas
the Parties now agree to cancel the Original Agreement completely, including Stage 1 of the transaction and as part of such cancellation Ophectra Cannabis will return all the Ophectra Shares to Therapin, and Therapin will return the Investment Amount, and all in accordance with the provisions of this Agreement;
 

       Now, therefore, it is hereby agreed, stipulated and declared between the Parties as follow:
 
1.
The Preamble to this Agreement constitutes an integral part of it. Headings of the sections are for the sake of convenience only and will not be used for the purpose of interpretation
 
2.
At the signing of this Agreement, the actions as set out below will be executed and these provisions will take effect and the Parties undertake to act in accordance thereto, unconditionally -
 

2.1.
Ophectra will return to Therapin all the Ophectra Shares, which will be clear and free of any claim, debt, foreclosure, lien, pledge and any other third party right, or rights option of any kind and of any preemptive rights, right of first refusal and tag-along rights of shareholders of Therapin, and Ophectra will sign any document required for the foregoing action to take effect.
 

2.2.
Meat-Tech will hand Therapin a letter of resignation signed by the director appointed by Meat-Tech in which the director will announce his resignation from the office of director of Therapin, effective immediately.
 
3.
With regard to cancellation of Stage 1 of the transaction in the Original Agreement, Meat-Tech will be eligible for reimbursement pursuant to and subject to the following provisions -
 

3.1.
A total amount of NIS 40,000 will be paid on the date of signing the Agreement ("the First Installment");
 

3.2.
Commencing January 8, 2020 and thereafter, during a period of 119 months ("the Effective Period"), an amount of NIS 40,000 will be paid on the 1st of every month ("the Monthly Installment");
 

3.3.
It is hereby clarified that, despite any conflicting provision, any delay of up to 90 days in the payment of a Monthly Installment for any good reason (“Grace Period"), during the Effective Period, will not be deemed a breach of the Agreement on the part of Therapin. Three Grace Periods will be permitted throughout the term of the Agreement, but will not be permitted for more than two consecutive payments, and the total cumulative number of days of grace throughout the Effective Period will not exceed 270 days.
 
For the purposes of this section, "good reason" means - any cash flow issues or difficulty encountered by Therapin and/or solvency problem.
 

3.4.
The Installments will not bear any interest and/or linkage.
 
2


3.5.
If, during the Effective Period, Therapin completes (a) a public issue of Therapin shares as part of an IPO under which Therapin raises public funding; or (b) a merger with a public company under which it will be acquired 50.01% or more of Therapin's shares against the shares of the acquiring company ("Merger"); (c) a sale of the majority of Therapin's assets; (d) an IPO of the shares of a subsidiary of Therapin or a merger (as defined above) of a subsidiary of Therapin whereby the subsidiary will become a public company or a subsidiary of a public company (each of the events described above and below: an “Exit Event"), then before the completion of such Exit Event, Therapin will notify Ophectra of the anticipated Exit Event ("Therapin Notice") and Ophectra will be given 21 Days to notify Therapin which of the options set out below it seeks to implement ("Ophectra Notice") and Therapin will act in accordance with Ophectra's request, as follows:
 

3.5.1.
Ophectra will be paid, in cash, the outstanding balance of the investment that has not yet been repaid to Ophectra by that date ("the Outstanding Balance"); or
 

3.5.2.
In the event of a Therapin Merger or listing of Therapin shares or a merger or issue of the shares of a subsidiary, as set out in section 3.5 (d) above, the Outstanding Balance will be converted to shares of Therapin or shares of the acquiring company (in the event of a merger), i.e. of the company that has become a public company, whereby the number of shares to be allotted to Ophectra, as the case may be, will be determined as a ratio between the Outstanding Balance and the share price of Therapin or the subsidiary, accordingly, that will be fixed in the issue or the share price of the acquiring company that will be fixed for the purpose of such merger (in the event of a merger); or
 

3.5.3.
It is hereby clarified that, notwithstanding any conflicting provision, in the event of a merger-type Exit Event (section 3.5(b) above) or merger and/or IPO of a subsidiary (section 3.5(d) above), under which the cash component received by Therapin or its shareholders is less than the Outstanding Balance (the “Cash Amount Received”), then Ophectra will be entitled to reimbursement in cash of an amount equivalent to 14.7% of the Cash Amount Received (the “Cash Amount paid to Ophectra”) and the difference between the Outstanding Balance and the Cash Amount paid to Ophectra, will be reimbursed by converting it to shares as set out in section 3.5.2 (i.e., conversion of the foregoing difference into shares of the public company).
 

3.5.4.
Therapin undertakes that until the repayment of the Outstanding Balance,Therapin’s operations will be carried out by Therapin and/or its subsidiaries, and in the event of an Exit Event, the foregoing provisions will apply.
 

3.5.5.
In the event that a Therapin Notice has been issued but an Ophectra Notice is not given in time, Therapin may decide how to repay the Outstanding Balance, according to one of the options set out in section 3.5.2 or 3.5.3 above.
 

3.6.
If, by the end of the Effective Period, Therapin has not completed any of the transactions as set out in section 3.5 above, then the repayment of the Outstanding Balance will be put on hold and postponed and the Outstanding Balance will be repaid only subject to and after Therapin completes an Exit Event (as this term is defined above), when the provisions of section 3.5 above will apply. In the event that, after the Effective Period, a distributable surplus balance is generated by Therapin, Therapin will reimburse Meat-Tech an amount equivalent to14.74% of surplus balance, and this as reimbursement on account of the Outstanding Balance (but in any case, no more than the Outstanding Balance).
 

3.7.
In the event that, during or subsequent to the Effective Period, Therapin distributes a dividend to all its shareholders, and on that date, there is a remaining Outstanding Balance, Therapin will pay Meat-Tech an amount equivalent to 14.74% of the dividend distributed to shareholders as reimbursement on account of the Outstanding Balance (but in any case, no more than the Outstanding Balance).
 
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3.8.
Meat-Tech is entitled to call for immediate repayment of the Outstanding Balance in the occurrence of one or more of the following cases: if Therapin adopts a resolution regarding voluntary liquidation or a creditors' settlement in accordance with the Insolvency and Economic Rehabilitation Law; if a final liquidation order is issued against Therapin; if a temporary liquidator has been appointed or if a receiver has been appointed for all of Therapin's assets, and such appointment is not revoked within 60 days.
 

3.9.
During the Effective Period, Therapin will continue to pay the salaries and remunerations due to all of Therapin's employees, contractors and service providers, but Therapin will not pay a management fee to its shareholders or management in addition to the salary due to them. In the event that, after the Effective Period, the salaries paid to Therapin officers who are also shareholders, will exceed the amount of NIS 100,000 per month, then, Therapin will pay Meat-Tech, on account of the Outstanding Balance, an amount equivalent to 14.7% of any amount over such foregoing NIS 100,000, and this as reimbursement on account of the Outstanding Balance (but in any case no more than the Outstanding Balance).
 
4.
Both Ophectra and Meat-Tech hereby declare that execution of the repayments, in accordance with and subject to the provisions of section 3 above, concludes, absolutely, finally and fully the right of both Ophectra and Meat-Tech to reimbursement in respect of the cancellation of Stage 1 of the transaction under the Original Agreement; and this with respect to the return of all of the Ophectra Shares to Therapin, and with respect to all rights arising from or attached thereto, and with respect to the performance of all the obligations of Ophectra and Meat-Tech under this Agreement, without exception, including the waiver of claims as stipulated in this Agreement.
 
For the avoidance of any doubt, it is hereby clarified that, notwithstanding any conflicting provision, Meat-Tech's eligibility for reimbursement is solely according to the provisions of section 3 above and that in the event that the amount of reimbursement that Meat-Tech will receive will in practice be less than the amount of the investment, Meat-Tech will have no cause for claim, rights and/or demand whatsoever, other than as a result of a breach of the provisions of this Agreement.
 
5.
It is hereby clarified that, notwithstanding any conflicting provision, immediately upon the signing of this Agreement forward -
 

5.1.
the Original Agreement, with all its provisions and appendices, is null and void, for all intents and purposes, and it is no longer valid and none of the parties to the Original Agreement will be liable for any obligations whatsoever under the Original Agreement, nor will they be entitled to any rights under the Original Agreement.
 

5.2.
Meat-Tech and/or Ophectra do not have and will not have any rights with regard to Therapin and/or Therapin’s operations and/or the Ophectra Shares and/or their equivalence and/or their value and/or anything related to Therapin and/or to the Ophectra Shares and/or any other shares of Therapin, other than Meat-Tech's right to reimbursement, in accordance with and subject to section 3 above; and all in accordance with and subject to the provisions of this Agreement.
 
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6.
Meat-Tech and Ophectra hereby declare and undertake, jointly and severally, as follows -
 

6.1.
Ophectra is the legal and registered owner and sole holder of all Ophectra Shares.
 

6.2.
Ophectra Shares are free and clear of any debt, liability, foreclosure, lien, option, right of refusal, preemptive right, pledge and/or any other third party rights whatsoever.
 

6.3.
Neither Ophectra and/or Meat-Tech has given any person and/or any other entity and/or any third party, directly and/or indirectly, any right regarding Ophectra Shares and/or with respect to them, including a right or option to purchase them, and there is no commitment whatsoever by Ophectra and/or Meat-Tech to sell and/or transfer the Ophectra Shares to any third party.
 

6.4.
Neither Ophectra and/or Meat-Tech have undertaken, pledged or represented or created any obligation to any third party, with regard to and/or on behalf of Therapin.
 

6.5.
They each have the full power and authority to sign this Agreement and to comply with all their obligations in full and on time, as provided therein. They have each obtained all the necessary decisions required by any law and/or their documents of incorporation for the purpose of engaging in this Agreement and fulfilling their obligations thereunder, including the due approval by the board of directors of Meat-Tech and Ophectra to sign this Agreement and execute the transaction thereunder. The engagement of both Ophectra and Meat-Tech in this Agreement and the fulfillment of their obligations is not subject to approval or consent of any authority and/or any third party and the obligations of Ophectra and Meat-Tech to fulfill this Agreement in full are effective immediately upon signing.
 

6.6.
There is no other restriction, prohibition or other impediment, whether by law or contract, against the engagement of Ophectra and Meat-Tech in this Agreement and/or against the return of all the Ophectra Shares to Therapin.
 

6.7.
The engagement of Ophectra and Meat-Tech in this Agreement and compliance with all their obligations thereunder do not constitute any violation and do not conflict in any way with the documents of incorporation of Ophectra and/or of Meat-Tech and/or any agreement to which they are party and/or the provisions of any law.
 
7.
Therapin hereby declares and undertakes as follows:
 

7.1.
it has the full power and authority to sign this Agreement and to comply with all its obligations in full and on time, as provided therein. It has obtained all the necessary decisions required by any law and/or their documents of incorporation for the purpose of engaging in this Agreement and fulfilling its obligations thereunder, including the due approval by its board of directors to sign this Agreement and execute the transaction thereunder. Therapin’s engagement in this Agreement and the fulfillment of its obligations is not subject to approval or consent of any authority and/or any third party and Therapin’s obligations to fulfill this Agreement in full are effective immediately upon signing.
 
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7.2.
There is no other restriction, prohibition or other impediment, whether by law or contract, against Therapin’s engagement in this Agreement and/or against the return of all the Ophectra Shares to Therapin.
 

7.3.
Therapin’s engagement in this Agreement and compliance with all its obligations thereunder does not constitute any violation and does not conflict in any way with Therapin’s documents of incorporation and/or any agreement to which it is party and/or the provisions of any law.
 

7.4.
Therapin will allow an external and independent accountant, no more than once a year, access to its documents and only to the extent necessary to reasonably provide the information required for that accountant to verify that Therapin has complied with its obligations under the provisions of the Agreement.
 
8.
Confidentiality
 

8.1.
Each party undertakes to confidentiality of any secret information, or information that by its nature is confidential, that it received from another party to this Agreement, not to provide such information to any other entity and/or person, directly or indirectly, and not to use it in any manner, directly and/or indirectly.
 

8.2.
The duty of confidentiality will not apply to information that is public domain or that has become public domain, and that does not constitute a breach by the receiving party.
 

8.3.
Without derogating from the foregoing, and pursuant to the provisions of the law, Meat-Tech may publish the details of this Agreement as part of its immediate reports, only in a manner and to the extent as required to comply with the legal provisions applicable to it. Meat-Tech undertakes that it will not publish any information whatsoever, until it has presented the wording of the report to Therapin and received its approval for the content of the report. As long as Meat-Tech's shares are traded on the TASE, it will be eligible to receive information from Therapin, and Therapin will cooperate in this matter, and this only for complying with the reporting obligations that will be imposed by law on Meat-Tech, as a creditor.
 
9.
Declarations of the Parties
 

9.1.
Each Party hereby declares and undertakes, definitively and unconditionally, that as from the date of signing of this Agreement forward, it has no and will not have any claims, demands and/or rights, of any kind and form, against any of the other parties to the Original Agreement and/or against the shareholders, partners and/or directors and/or officers and/or anyone acting on their behalf and/or their employees, with respect to and/or in connection with the Original Agreement, including and without exception, with respect to the termination and/or cancellation and/or execution and/or non-execution and/or non-conclusion of the Original Agreement and/or anything concerning any of the foregoing issues. If a Party had any cause or claim against any other party to the Original Agreement, its shareholders, partners and/or directors and/or officers and/or anyone acting on their behalf and/or their employees, then by signing this Agreement, it waives them finally, fully and absolutely. Both Ophectra and Meat-Tech waive, definitively, unconditionally and irrevocably, all their rights under the Original Agreement and/or Therapin's articles of association and/or under any agreement or other document signed between the Parties or with any of them. Furthermore, both Ophectra and Meat-Tech waive any rights in respect of Therapin, the Therapin Shares and any right related to Therapin, its operations and/or its shares. It is hereby clarified that in the event of a breach of this Agreement by one of the Parties, its only right is the enforcement of this Agreement and it is clarified that Meat-Tech and Ophectra are not entitled to and cancellation remedy and that Meat-Tech’s only right is to receive the Outstanding Balance with the addition of legal fees and court costs incurred due to any legal proceeding by Meat-Tech for the purpose of collecting the Outstanding Balance.
 
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10.
Miscellaneous
 

10.1.
In the event of any discrepancy or inconsistency between any of the provisions of this Agreement and any of the provisions of the Original Agreement, the provisions of this Agreement will prevail.
 

10.2.
Each Party undertakes to produce any certificate, to sign any document and to take any action that it is required to produce or perform to give effect to the provisions of this Agreement and its execution.
 

10.3.
This Agreement reflects and expresses all that is agreed between the Parties with regard to the transactions set out therein and it supersedes any agreement, arrangement, negotiations and talks conducted by the Parties prior to signing.
 

10.4.
Each Party will bear the taxes applicable to it under any law in respect of this transaction, if and to the extent applicable.
 

10.5.
Any extension, amendment, addendum or other modification to this Agreement will be made in writing and will be signed by Meat-Tech and Therapin, and and in any case will not constitute a precedent for other cases. If a Party to this Agreement fails to exercise or delays the exercise of its rights arising from or with respect to this Agreement, this will not be construed as a waiver of these rights or as a notice on its part or as any precedent whatsoever, both with respect to an event with regard to which such Party had the opportunity to exercise such rights and with regard to any other event.
 

10.6.
Any notice sent by one Party to another to the addresses as set out in the preamble to this Agreement, or to any another address that the other Party has given in writing, will be deemed as received by the Party addressed three days after dispatch by registered mail, and if delivered by hand - at the time of delivery, and if sent by fax or by email - on the first business day after it is sent.
 
In witness whereof, we have hereunto set our hands:
 
/s/ Shmuel Levi
 
/s/ Shmuel Levi
 
/s/ Therapin Ltd.
Ophectra Cannabis Ltd.
 
Meat-Tech 3D Ltd.
 
Therapin Ltd.

7
Exhibit 10.10

PERSONAL EMPLOYMENT AGREEMENT
 
THIS AGREEMENT (“Agreement”) is made on the 29th day of January, 2020 by and between Meat-Tech 3D Ltd. (Registration Number 520041955), an Israeli corporation whose principal place of business is 18 Einstein St., Ness Ziona, Israel (“Company”), and Sharon Fima, a Israeli ID 031927098, of Hashikma 234, Kfar Hanagid, Israel (“Executive”).
 
WHEREAS,
The Executive has been employed by the Company since September 1, 2019, pursuant to and in accordance with that certain employment agreement between the Executive and the Company (as amended, the "Previous Employment Agreement");

WHEREAS,
The Employee and the Company wish to amend and restate the Previous Employment Agreement in its entirety in accordance with the terms and conditions set forth in this Agreement, effective as of September 1, 2019 (the “Effective Date”) and, upon effectiveness of this Agreement, this Agreement shall supersede and replace the Previous Employment Agreement in its entirety.
 
NOW, THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby agreed as follows:
 
1.
Representations and Warranties
 
Executive represents and warrants to Company that he/she is free to be employed by the Company pursuant to the terms contained in this Agreement and there are no contracts, hindrances and/or restrictive covenants preventing full performance of the Executive’s duties and obligations hereunder.
 
2.
Term
 
Executive’s employment with Company commenced as of September 1, 2019 (the “Original Commencement Date”) and shall continue until terminated in accordance with the provisions of Section 9 hereof (the “Term”). The Executive hereby declares that any period prior to the Original Commencement Date shall not be recognized as employment period for any purpose and intent, and the Executive has no outstanding entitlements based on any period of engagement in whatever status prior to such Original Commencement Date.
 
3.
Position; Scope
 

3.1.
Company hereby agrees to employ Executive and Executive hereby agrees to be employed by Company in the position of Chief Executive Officer and Chief Technologies Officer (the “Position”).
 

3.2.
The scope of employment of Executive shall be 90% of full-time employment (as described below).
 

3.3.
During Executive’s employment with Company, Executive shall have the authority, functions, duties and responsibilities, as from time to time may be stipulated by the Company’s Board of Directors (“Direct Manager”) and shall report thereto.
 

3.4.
The Company's standard working days and hours are 5 days a week between Sunday and Thursday, four days of 9 hours (including lunch and rest breaks) per day and one shorter day of 8 hours including breaks. The regular weekly rest day is Saturday. The working hours of the Executive shall be as required by the nature of the Executive’s part-time position of 90% in the Company (of not less than 38 hours per week), including during overtime hours if it is required in order to fulfill the Executive's obligations according to this Agreement. It is hereby acknowledged and agreed that Executive’s Position in the Company shall be deemed a senior position and/or one which shall require a special degree of trust, and/or is a position which does not enable the Company to supervise the work and rest hours of the Employee; Therefore the provisions of The Work and Rest Hours Law, 1951 shall not apply to Executive’s employment with Company and Executive shall not be entitled to any additional consideration for work during overtime hours and/or on days that are not regular business days, except as specified in this Agreement. The Executive acknowledges that the consideration set for him/her hereunder nevertheless includes within it consideration that would otherwise have been due to him/her by law.
 
 

3.5.
The Executive undertakes that neither he nor anyone acting on his/her behalf shall file a claim against the Company in connection with The Work and Rest Hours Law, 1951, and if the Executive or any third party does so, the Executive shall indemnify the Company upon its first demand for any expense that may be occasioned to it in respect of or in connection with such a claim, including legal fees. It is agreed between the parties that should it be held by any competent judicial authority, that The Work and Rest Hours Law, 1951 apply to the employment of the Executive, the following provisions shall apply since the actual commencement date of employment of the Executive by the Company: The Executive shall not be entitled to the Salary but to (i) a monthly base salary  equal to 70% of the Salary, and (ii) 30% of the Salary will be deemed on account of all overtime hours and or any other compensation during exceptional and/or irregular days and hours; and the Company shall be entitled to set off from the amounts due to the Executive pursuant to this Agreement and/or in accordance with any other source, the amounts which the Employee is liable to refund to it pursuant to this Section or in accordance with any other source.
 

3.6.
The Executive undertakes to report to the Company the actual working hours that will be performed by the Executive each month on a daily basis, in accordance with the applicable practices and policies of the Company in regard to such reports.
 
4.
Executive’s Duties
 
Executive affirms and undertakes, as of the Original Commencement Date:
 

4.1.
To devote his/her entire working time, know-how, energy, expertise, talent, experience and best efforts to the business and affairs of the Company and to the performance of his/her duties with Company.
 

4.2.
To perform and discharge well and faithfully, with devotion, honesty and fidelity, his/her obligations pursuant to his/her Position and to carry out those functions, duties and responsibilities as shall be stipulated from time to time by the Direct Manager.
 

4.3.
To comply with all Company’s disciplinary regulations, work rules, policies, procedures and objectives, as may be determined by Company from time to time.
 

4.4.
Not to receive, at all times, whether during the Term and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third party in connection with his/her employment with Company, without the Company’s prior written authorization. In the event the Executive breaches this Sub-section, without derogating from any of the Company’s right by law or contract, such benefit or payment shall become the sole property of the Company and the Company may set-off such amount from any sums due to the Executive.
 

4.5.
To immediately and without delay inform the Direct Manager of any affairs and/or matters that might constitute a conflict of interest with Executive’s Position and/or employment with Company.
 

4.6.
Not to use any trade secrets or proprietary information in such a manner that may breach any confidentiality and/or other obligation Executive may have undertaken relating to any former employer(s) and/or any third party.
 

4.7.
The Executive acknowledges and agrees of his/her own free will that personal information related to him/her and the Executive's terms of employment at the Company, as shall be received and held by the Company will be held and managed by the Company, and that the Company shall be entitled to transfer such information to third parties, in Israel or abroad. The information will be collected, retained, used, and transferred for legitimate business purposes and to the reasonable and necessary scope only, including: human resources management, business management and customer relations, assessment of potential transactions (including mergers and IPO) and relating to such transactions, compliance with law and other requests and requirements from government authorities and audit, compliance checks and internal investigations.
 
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4.8.
The Executive undertakes to fulfill the responsibilities described in this Agreement and assist the Company, its affiliates, subsidiaries, related corporations and parent company now or hereafter existing (collectively, “Affiliates”) and to make himself/herself available to them, during the employment period and even after the termination of his/her employment relations with the Company, for any reason, in any matter which the Company may reasonably request his/her assistance, including for the purpose of providing any information relating to his/her work or actions taken by him/her and including in the framework of disputes (including legal or quasi-legal proceedings). If the Company requires the Executive's services after the termination of the employment relations with him/her, for any reason, it shall reimburse the Executive for his/her expenses in connection with performing the provisions of this Section 4.9.
 
5.
Compensation
 
It is hereby clarified that the compensation that has been paid to the Executive prior to the date hereof, was as presented in his/her pay-slips, and it was the entire payments that the Executive was entitled to for the Company in consideration for his/her entire employment through his/her employment period at the Company prior to the date hereof. The compensation as described herein is as of the Effective Date:
 

5.1.
Subject to and in consideration of Executive’s fulfillment of his/her obligations in pursuance of this Agreement, Company shall pay Executive a monthly gross salary of 35,000 NIS (the “Salary”).
 

5.2.
The Salary and social benefits, as set forth below, includes any and all payments, which the Executive is entitled to receive from the Company under any applicable law, regulation, or agreement.  The Salary shall be payable by no later than the ninth (9th) day of the consecutive calendar month following the calendar month of employment to which the payment relates.
 

5.3.
Israeli income tax and other applicable withholdings with respect to the Salary shall be deducted from the Salary by the Company at source. The Salary shall serve as the basis for deductions and contributions to Pension Scheme and study fund (keren hishtalmut) pursuant to Section 7 and for the calculation of all social benefits.
 
6.
Executive Stock Option Plan
 

6.1.
Without derogating from and in addition to the Salary set forth in Section 5 above, subject to the approval of the board of directors of the Company, the Company may grant the Executive equity compensation, through options (the “Options”) or RSU’s all in accordance with the Company’s Compensation Policy as shall be in effect from time to time (the “Compensation Policy”). Any grant of Options or RSU’s shall be subject to all approvals as required by law, including that of a general meeting of shareholders, as required.
 

6.2.
Executive undertakes to execute any and all documents as may be reasonably required by the Company in connection with the Options or RSU’s as a prerequisite to the grant of such equity compensation as shall be subject to Executive’s fulfillment of the aforesaid undertaking.
 
6A.   Annual Bonus
 
As of the Effective Date, the Executive shall be eligible for an annual bonus of up to six (6) Salaries (and limited to a gross amount of NIS 210,000) subject to his achievement of milestones as determined by the Company’s Board of Directors and in accordance with the Compensation Policy.
 
In case of termination of employment prior to year ended, either due to resignation or dismissal (other than Termination for Cause), the Employee may be entitled to a partial Annual Bonus with respect to the period the Executive actually worked through such relevant year all in accordance with the Compensation Policy, as determined by the Company’s Board of Directors.
 
For avoidance of any doubt, the Annual Bonus shall not be deemed as part of the Salary for any purpose and intent, including not for pension scheme and severance pay.
 
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7.
Social benefits
 

7.1.
Pension Scheme
 

7.1.1.
The Company encourages the Executive to tailor a pension scheme, a Managers' Insurance Policy (the "Policy") and/or Pension Fund (the "Pension Fund") and/or alike, or a combination of plans that best suit the Executive's anticipated future needs (the “Pension Scheme”). Therefore, the Executive shall be entitled to a pension arrangement in accordance with his/her choice. For the avoidance of doubt, in the event the Executive elects to combine plans, the contributions percentages will relate to such portion of Salary that the Executive has allocated towards each benefit plan as follows:
 

7.1.2.
The contributions by Company shall be as follows: 8.33% towards severance pay and up to 6.5% towards the Pension Scheme. In addition, in case of a Policy (i.e. Managers' Insurance Policy), such allocations shall include a contribution for work disability insurance, in an amount required to insure 75% of the Salary, with pension contributions at an amount of no less than 5% of the Salary. Notwithstanding the above, should it be necessary to increase allocations under this subsection beyond said 6.5% of the Salary due to the cost of work disability insurance, then the employer's allocations for work disability insurance and pension pay, shall together, under no circumstances, exceed 7.5% of the Salary.
 

7.1.3.
In addition, Executive shall contribute, and for that purpose he/she hereby irrevocably authorizes and instructs Company to deduct from his/her Salary at source, an aggregate monthly amount up to 6.5% (and up to 7%) of the Salary to such Pension Scheme as Executive’s premium.
 

7.1.4.
Section 14 Arrangement: Executive ratifies, agrees and acknowledges that all contributions to the severance pay component as of the Original Commencement Date were and continue to be in lieu of 100% of the severance payment to which the Executive (or his/her beneficiaries) shall be entitled with respect to severance pay, pursuant to Section 14 of the Severance Pay Law, 1963 (the "Severance Law") in accordance with the instructions of "The General Approval Regarding Employers’ Payments to Pension Fund and Insurance Fund Instead of Severance Pay" (the "General Approval", a copy of which is attached hereto as Exhibit A), as amended from time to time and Sections 7 and 9 to the Extension Order General Insurance Pension In The Israeli Market (“Section 14 Arrangement”). Executive ratifies, agrees and acknowledges upon his/her termination of employment by the Company the Company will not have to pay the Executive any severance pay, and supplemental severance pay under the Severance Pay Law 5723-1963 or any other source relating to severance pay, and supplemental severance pay, but the Company will release for the Executive’s benefit the amounts that accumulated at the funds as of the Original Commencement Date in accordance with the applicable Section 14 Arrangement.
 

7.1.5.
Further to Section 7.1.4 above, Company waives in advance any right which it may have to a refund of funds from its payments to the Pension Scheme, unless the Executive’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Severance Payment Law (1963), and to the extent so revoked and/or the Executive has withdrawn monies from the Pension Fund or Insurance Fund (both as defined in Exhibit A) other than by reason of an entitling event; in such regard "Entitling Event" means death, disability or retirement at after the age of 60.
 

7.1.6.
It is further agreed that such payment contribution made by Company towards the Pension Scheme as of the Original Commencement Date, shall be in place of severance payment due to Executive under any circumstances in which Executive shall be entitled to severance payment under applicable law, including but not limited to the Severance Payment Law (1963).
 

7.1.7.
The Executive shall be responsible for any tax imposed on him/her in connection with the above plans or insurance policies or in connection with the Company’s contributions thereto.
 
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7.2.
Study Fund
 

7.2.1.
Company shall contribute an aggregate monthly amount up to 7.5% of the Salary towards a study fund (Keren Hishtalmut) (the “Study Fund”).
 

7.2.2.
Executive shall contribute, and for that purpose, Executive hereby irrevocably authorizes and instructs Company to deduct from the Salary at source, an aggregate monthly amount equal to 2.5% of the Salary as Executive’s participation in such Study Fund.
 

7.2.3.
Company shall bear any and all taxes applicable in connection with amounts payable by Executive and/or Company to the Study Fund pursuant to this Section 7.2, including any tax which may apply due to contributions exceeding the tax-exempt limit.
 

7.3.
Vacation
 
Executive shall be entitled to 24 days of annual leave. Scheduling of vacation days shall be made with the Direct Manager. The Executive may accumulate his/her annual leave days up to double the annual vacation quota (the “Maximum Accumulated Quota”). In case the Company schedules a forced vacation, the Company shall make reasonable efforts to let the Executive know regarding such forced vacation prior to the forced vacation, within a reasonable time frame, at the Company's sole discretion. In no case, such efforts are be deemed to be binding and they are based on the Company's good will and business order. Any amounts exceeding such Maximum Quota (even in case that such unused vacation accumulated during the Executive’s employment period prior to the Effective Date) shall be cancelled by the Company and will not be redeemable in any event.
 

7.4.
Sick Leave
 
Executive shall be entitled to sick leave in accordance with applicable law, subject to the presentation of appropriate medical records, such that from the first day onward the Executive is to be paid a regular wage, as if he/she were not absent from work. Unused sick leave may not be redeemed, except as required by law.
 

7.5.
Recreation Pay
 
Executive shall be entitled to annual recreation pay (Dmey Havra’a) in an amount to be determined in accordance with Israeli regulations as in effect from time to time with respect to such pay.
 

7.6.
Car or Travel Allowance
 
The Executive is entitled to elect to lease a company car in a use value of up to NIS 6,250 per month (the “Car”) or receive a travel allowance in the monthly amount of NIS 5,000. The Company shall bear all costs of the Car, purchase or lease costs, parking, governmental licenses, insurance, toll road fees, gasoline and standard repairs and maintenance. The Employer shall not bear any other cost including tickets, fines of any kind, damages with respect to collisions which are not covered by the insurance, self-participate costs as of the second event at the same year.  The Employee shall take good care of the Car and ensure the provisions and conditions of any insurance policy relating thereto are observed. The Executive shall be entitled to grossing-up of car benefits.
 

7.7.
Expenses
 
The Executive shall be entitled to receive reimbursement for actual business expenses, provided the Executive submits proper documentations and that such business expenses are in accordance with the Company's policies and procedures as prevailing from time to time.
 
8.
Confidentiality, Non-Solicitation, Non-Competition, and Assignment of Inventions Undertaking
 
Executive shall execute and deliver the Confidentiality, Non-Solicitation, Non-Competition, and Assignment of Inventions Undertaking annexed as Exhibit B to this Agreement, which shall constitute an indivisible and integral part hereof, and which shall apply, in accordance with its terms and to the Term. For avoidance of any doubt, such Undertaking is in effect for all purpose and intent as of the Original Commencement Date.
 
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9.
Termination
 

9.1.
This Agreement may be terminated by either party at any time by giving the other party hereto prior written notice of such termination (the “Notice Period”). The length of the Notice Period shall be 180 days. The length of the Notice Period is mutual, i.e., in case of dismissal as well as in case of resignation, and the parties agree to this especially due to the seniority of the Executive.
 

9.2.
In the event that a Termination Notice is delivered by either party hereto, the following shall apply:
 

9.2.1.
During the Notice Period, Executive shall be obligated to continue to discharge and perform all of his/her duties and obligations with Company and to take all steps, satisfactory to Company, to ensure the orderly transition to any persons designated by Company of all matters handled by Executive during the course of his/her employment with Company.
 

9.2.2.
Notwithstanding the provisions of Section 9.2.1 above to the contrary, the Company shall be entitled, but not obligated, at any time prior to the expiration of the Notice Period, at its sole discretion to waive the Executive's actual work during the Notice Period, or to reduce the scope of the Executive's work hours, either in case of resignation or dismissal, while continuing to pay the Executive his/her regular payments and benefits until the completion of the Notice Period (except payments that are subject to actual employment, including bonus based on performance). It is hereby agreed that during the entire Notice Period the employer-employee relationship will continue.
 

9.3.
Notwithstanding the provisions of Sections 9.1 and 9.2 above, Company shall be entitled to terminate Executive’s employment with Company with immediate effect, where said termination is a Termination for Cause. In the event of such termination, this Agreement shall be deemed effectively terminated as of the time of delivery of such notice, and without derogating from the rights of Company under this Agreement and/or any applicable law, Executive shall not be entitled to any of the consideration specified in Section 9.1 above and in the event of the occurrence of the circumstances set forth in Section 7.1.5 above, Executive shall not be entitled to the Company’s contributions to the severance component in the Pension Scheme.
 

9.4.
As used in this Agreement, the term “Termination for Cause” shall mean termination by Company of Executive’s employment with Company under one of the following circumstances (a) Executive is found guilty of a criminal offense of moral turpitude; (b) Executive causes harm to the Company’s business affairs or breaches his/her duty of trust or fiduciary duties to the Company or its affiliates; (c) Executive breaches the confidentiality, non-competition, non solicitation and protection of intellectual property provisions of this Agreement; or (d) Executive has intentionally failed, or willfully refused without reasonable reason, to perform his/her duties under his/her employment agreement, provided, however, that with respect to a breach which is not material, only to the extent that such breach was not cured within seven days following notice by the Company to the Executive requiring remedy of such breach or (e) involvement in severe disciplinary offense or in the event that Executive is not eligible to severance pay under the provisions of the Severance Pay Law, 1963.
 

9.5.
In the event that the Executive terminates his/her employment with the Company, for any reason, without the delivery of a written notice in accordance with Sections 9.1 and 9.2 above, or without the completion of the Notice Period or any part thereof, the Company will be entitled to deduct from any debt that it may owe the Executive an amount equal to the salary and benefits that would have been paid to the Executive during the Notice Period, had he worked during such period. This provision reflects the parties’ agreement and is based on the Company’s consent to grant the Executive with a longer prior notice than the statutory one.
 

9.6.
Upon termination of Executive’s employment with Company for any reason whatsoever, or at such other time as directed by the Company, Employee affirms and undertakes to (i) transfer his/her Position to his replacement, as shall be determined by Company, during the Notice Period in an efficient, complete, appropriate and orderly manner, (ii) return to Company’s principal office all information, equipment or documentation (including all passwords, write-protect codes and similar access codes used in the context of his/her work), in any media, Car, cell-phone and other property belonging to the Company which was given to him by the Company in connection with his/her employment (collectively: the "Company Equipment") and Executive shall have no rights to lien with respect to said Company's Equipment, and (iii) fulfill his/her obligations under Exhibit B.
 
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10.
General Provisions
 

10.1.
The Executive confirms that he has received all amounts and/or entitlements to which he was entitled as a result of or in connection with his employment or other service with the Company prior to the Effective Date, including, without limitation, with respect to salary, wages, back wages, contributions to pension arrangement, severance pay, annual vacation, overtime pay, travel allowance, sick pay, or compensation for inventions, deferred compensation payments, expenses, benefits, and reimbursement of any kind and any other payment or benefits or rights whatsoever in connection with Executive’s employment or with the Company that are due through the Commencement Date until Effective Date.
 

10.2.
The Executive and the Company undertake to keep the contents of this Agreement confidential and not to disclose the existence or contents of this Agreement to any third party without the prior written consent of the Company or the Executive, as applicable, except to legal counsel, auditor or bookkeeper to the Parties and unless such disclosure is required under any applicable law, and provided, however, that the Company may disclose the existence of this Agreement or contents thereof without the prior consent of the Executive, in connection with any contemplated investment in the Company.
 

10.3.
Company may assign or transfer this Agreement, or any right, claim or obligation provided herein, provided however that none of Executive’s rights under this Agreement are thereby diminished.  Neither this Agreement nor any right or interest hereunder shall be assignable or transferable by the Executive.
 

10.4.
Company shall withhold, or charge Executive with, all taxes and other compulsory payments as required under applicable law with respect to all payments, benefits and/or other compensation paid to Executive in connection with his/her employment with Company.
 

10.5.
Company’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed as a waiver of any such provisions, or prevent Company thereafter from enforcing each and every other provision of this Agreement which were previously not enforced.
 

10.6.
The provisions of this Agreement shall, where possible, be interpreted in a manner necessary to sustain their legality and enforceability. Without derogating from the foregoing, in the event that any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect due to the fact that it is over-broad or insufficiently limited in time, geography or else, the parties hereby authorize, to the maximum extent legally permissible, the tribunal interpreting such provision(s) to replace the invalid, illegal or unenforceable provision(s) with valid provision(s) the effect of which come as close as possible to that of the invalid, illegal or unenforceable provision(s). The validity, legality and enforceability of the remaining provisions contained herein shall in no way be affected or impaired as a result of any provision contained in this Agreement being held invalid, illegal or unenforceable in any respect.
 

10.7.
Notices given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal delivery, on the date of proof of delivery if mailed by certified or registered mail, or on the date sent by facsimile upon transmission and electronic confirmation of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic confirmation of receipt, addressed as set forth above or such other address as either party may designate to the other in accordance with the aforesaid procedure.
 

10.8.
This Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the competent courts of the State of Israel in any dispute related to this Agreement.
 

10.9.
This Agreement is personal, and the terms and conditions of the employment shall be solely as set forth herein. This Agreement, together with all exhibits thereto, constitutes the entire agreement of the parties hereto with respect to the subject matters hereof and supersedes all prior agreements and understandings between the parties with respect thereto, each of which is hereby terminated and annulled. Unless otherwise provided in this Agreement, the provisions of any collective agreement (“Heskem Kibutsi”), collective arrangement (“Hesder Kibutsi”) or other custom of any kind shall not apply.
 
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10.10.
Captions and paragraph headings used in this Agreement are for convenience purposes only and shall not be used for the interpretation thereof. Words in the masculine gender shall include the feminine and vice versa.
 

10.11.
This Agreement is subject to all the applicable approvals according to applicable law, if any.
 

10.12.
This Agreement shall be deemed due notification regarding the Executive's employment terms in accordance with the provisions of the Notice to Employee and to Candidate (Employment Terms and Screening and Acceptance to Work Proceedings) Law, 2002 and the regulations thereunder.
 
IN WITNESS WHEREOF, the parties hereto have hereby duly executed this Agreement on the day and year first set forth above.
 
/s/ Omri Schanin    /s/ Arik Kaufman
Meat-Tech 3D Ltd.
By: Omri Schanin     Arik Kaufman
Title: Co-Founder     Director
/s/ Sharon Fima
Sharon Fima
 
8

Exhibit “A”
 
GENERAL APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY
 
By virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter:  the “Law"), I certify that payments made by an employer commencing from the date of the publication of this approval publication for his/her employee to a comprehensive pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct of Benefit Funds) Regulations, 1964 (hereinafter: the “Pension Fund") or to managers insurance including the possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter: the “Insurance Fund), including payments made by him by a combination of payments to a Pension Fund and an Insurance Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “Employer's Payments), shall be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made and for the period they were paid (hereinafter: the “Exempt Salary"), provided that all the following conditions are fulfilled:
 
1.
The Employer's Payments -
 

(a)
To the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays for his/her employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3% of the Exempt Salary. In the event the employer has not paid an addition to the said 12%, his/her payments shall be only in lieu of 72% of the employee's severance pay;
 

(b)
To the Insurance Fund are not less than one of the following:
 

(i)
131/3% of the Exempt Salary, if the employer pays for his/her employee in addition thereto also payments to secure monthly income in the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2% of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance");
 

(ii)
11% of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer's Payments shall only replace 72% of the Employee's severance pay; In the event the employer has paid in addition to the foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee's name in an amount of 21/3% of the Exempt Salary, the Employer's Payments shall replace 100% of the employee's severance pay.
 
(2)
No later than three months from the commencement of the Employer's Payments, a written agreement is executed between the employer and the employee in which -
 

(a)
The employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer's Payments, the Pension Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;
 

(b)
The employer waives in advance any right, which it may have to a refund of monies from his/her payments, unless the employee’s right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked and/or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an entitling event; in such regard "Entitling Event" means death, disability or retirement at after the age of 60.
 
(3)
This approval is not such as to derogate from the employee's right to severance pay pursuant to any law, collective agreement, extension order or employment agreement, in respect of salary over and above the Exempt Salary.
 
 
                   /s/ Omri Schanin          /s/ Arik Kaufman         
  /s/ Sharon Fima
 
Employer
 
Employee
 
9

Exhibit “B”
 
Confidentiality, Non-Competition, Non-Solicitation, and Assignment of Inventions Undertaking (the “Undertaking”)
 
This undertaking is an Exhibit B to the Employment Agreement dated January 29, 2020 by and between Sharon Fima Israeli ID 031927098, of Hashikma 234, Kfar Hanagid, Israel (the “Executive”) and Meat-Tech 3D Ltd. (the "Employment Agreement")
 
The Executive warrants and undertakes that during his/her relationship with the Company and thereafter, he/she shall maintain in complete confidence any matters that relate to the Company (together with its Affiliates shall be defined as the "Company), its affairs or business, including regarding the terms and conditions of his/her employment, and that he/she shall not harm its goodwill or reputation, and he/she agrees to the provisions of the confidentiality, non-competition, non-solicitation and intellectual property clauses as specified below.

For avoidance of any doubt, it is hereby clarified that the Executive's obligations and representations and the Company's rights under this Undertaking shall apply retroactively as of the commencement of the parties' engagement, regardless of the date of execution of this Undertaking.

The Executive's obligations pursuant to this Undertaking derive from his/her status and his/her position in the Company, along with all matters connected therewith, and the terms and conditions of the Executive's employment pursuant to the Employment Agreement, including his/her compensation and benefits, have been determined in part, inter alia, in consideration of this undertaking and constitute sufficient consideration for his/her obligations hereunder.


1.
Confidentiality


1.1
The Executive undertakes to maintain the Confidential Information (as defined below) of the Company during the term of his/her engagement with the Company and after the termination of such, for any reason.
 

1.2
Without derogating from the generality of the foregoing, the Executive hereby agrees that he/she shall not, directly or indirectly, disclose or transfer to any person or entity, at any time, either during or subsequent to his/her engagement with the Company, any trade secrets or other confidential information, whether patentable or not, of the Company, including but not limited to, any (i) processes, formulas, trade secrets, innovations, inventions, discoveries, improvements, research or development and test results, survey, specifications, data and know-how; (ii) marketing plans, business plans, strategies, forecasts, unpublished financial information, budgets, projections, product plans and pricing; (iii) personnel information, including organizational structure, salary, and qualifications of employees; (iv) customer and supplier information, including identities, product sales and purchase history or forecasts and agreements; and (v) any other information which is not known to the public (collectively, “Confidential Information”), of which the Executive is or becomes informed or aware during his/her engagement period with the Company, whether or not developed by the Executive.
 

1.3
The Executive undertakes not to directly or indirectly give or transfer, directly or indirectly, to any person or entity, any material, raw material, product, part of a product, model, document or other information storage media, or any photocopied, printed or duplicated object containing any or all of the Confidential Information.
 

1.4
The Executive undertakes, that the Company may received from third parties confidential or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes.  During the term of the Executive's relationship with the Company, and thereafter, the Executive will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for the Company) or use, except solely for the purpose of and in connection with his/her work for the Company, Third Party Information unless expressly authorized by the Company in writing.
 
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1.5
During the Executive's relationship with the Company the Executive shall not improperly use or disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom the Executive has an obligation of confidentiality, and the Executive did not and will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom he/she has an obligation of confidentiality unless consented to in writing by that former employer or person.
 

1.6
In the event the Executive is in breach of any of his/her above obligations, he/she shall be liable to compensate the Company in respect of all damages or expenses incurred by the Company as a result of such breach, including trial costs and legal fees and statutory VAT, without derogating from any other relief or remedy available to the Company by virtue of any law.
 

2.
Non-Competition/ Non-Solicitation

In order to enable the Company to effectively protect the Company’s Major Assets (as defined below), and Confidential Information (which the Executive will be exposed to and it constitutes the essence of the Company’s protected business and commercial advantage in which significant capital investments were made), the Executive hereby undertakes that during the period of his/her engagement with the Company and for a period of six (6) months following termination of his/her engagement with the Company, for any reason:
 

2.1
he shall not, anywhere in the world, do business, as an employee, independent contractor, consultant or otherwise, and shall not directly or indirectly participate in or accept any position, proposal or job offer that may directly or indirectly compete with or harm the Company, or in the field in which the Company engages, is engaged or is anticipated to be engaged (the “Competitive Occupation").
 

2.2
Without derogating from the generality of the foregoing, the Executive undertakes not to maintain any business relations of any type whatsoever, including a proposal to conduct business relations, directly or indirectly, with any of the Company's customers, suppliers or agents, including customers, suppliers or agents with whom the Company conducted negotiations towards an agreement at the time of the termination of his/her employment with the Company or prior thereto.
 

2.3
In addition, the Executive undertakes that during the period of his/her engagement with the Company and for a period of twelve (12) months following termination of his/her engagement with the Company, for any reason, not to approach, solicit or recruit any employee of the Company or any consultant, service provider, agent, distributor, customer or supplier of the Company, to terminate, reduce or modify the scope of such person's engagement with the Company.
 

2.4
The foregoing shall apply irrespective of whether the Competitive Occupation is carried out by the Employee alone or in cooperation with others and shall apply to the participation of the Executive in a Competitive Occupation, whether as a controlling shareholder or as an interested party.
 

3
Intellectual Property, Copyright and Patents
 

3.1
The Executive hereby acknowledges and agrees that the Company exclusively owns and shall own all right, title and interest in and to any work, products, processes, materials, inventions, texts, algorithms, designs, sketches, ideas or discoveries, all derivatives, enhancements or improvements thereof and any and all Intellectual Property Rights associated therewith, created, conceived made or discovered by the Executive (whether solely or jointly with others) during the term of employment; or in connection therewith; or in connection with the Company, its business (actual or contemplated), products, technology or know how ("Company IPR"). "Intellectual Property Rights" means all worldwide (a) patents, patent applications, designs and patent rights; (b) rights associated with works of authorship, including, but not limited to, copyrights, copyrights applications, copyrights restrictions, mask work rights, mask work applications and mask work registrations; (c) rights relating to the protection of trade secrets and confidential information; (d) moral rights, trademarks, service marks, logos, domain names, trade dress and goodwill; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property including ideas; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.
 
11

3.2
The Executive acknowledges and agrees that all Company IPR and all modifications, derivatives and enhancements thereof belong to, and shall be the sole property of, the Company (or its designees) upon creation thereof. The Executive hereby irrevocably assigns to the Company or its designee and shall assign all right, title and interest the Executive may have or may acquire in and to Company IPR upon its creation. The Executive acknowledges and agrees that no rights relating to any Company IPR are reserved to Executive.
 
The Executive will assist the Company, upon Company's first request, to obtain, and from time to time enforce, any Company IPR worldwide, including without limitation,  executing, verifying  and delivering  such documents and performing such other acts as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing such Company IPR. Such obligation shall remain in effect beyond the termination of the Executive's relationship with the Company, all for no additional consideration, provided that Executive shall not be required to bear any expenses as a result of such assignment. In the event the Company is unable for any reason, after reasonable effort, to secure Executive's signature on any document required, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as its agent and attorney in fact to act for and on its behalf to further the above purposes.   
 

3.3
The Executive irrevocably confirms that the consideration explicitly set forth in the employment agreement between the Executive and the Company is inclusive of any and all rights for compensation that may arise in connection with the Company IPR under applicable law and the Executive irrevocably waives any legal right he/she may have in connection with the Company IPR, including without limitation any right, moral rights or right to claim royalties or any other additional consideration from the Company with regard to the assigned Company IPR, including without limitation, in respect of  Section 134 of the Patent Law 5727-1967 or other applicable laws. The foregoing waiver relates to any claims or demands whatsoever, whether in the present, past or future, and whether under contract or other legal or equitable theory.
 

3.4
The Executive represents and warrants that upon execution hereof, he/she has not created and does not have any right, title or interest in and to any Intellectual Property Rights related, similar to and/or required for Company's business, products or Intellectual Property Rights ("Prior Inventions"). The Executive undertakes not to incorporate any Prior Inventions or third party's Intellectual Property Rights (including of a former employer) in any Company IPR.
 

3.5
The Executive undertakes to immediately inform and deliver IN WRITING to the Company, written notice of any Company IPR conceived or invented by him or personnel of the Company or its successors who are subordinate to him, immediately upon the discovery thereof.
 

3.6
The Executive's obligations pursuant to this Section 3 shall survive the termination of his/her employment with the Company or its successors and assigns with respect to inventions conceived by him during the term of his/her employment or as a result of his/her employment with the Company.
 
12
4.
The Executive confirms that he/she  has carefully reviewed the provisions of this Undertaking, fully understand the consequences thereof and have assessed the respective advantages and disadvantages to me of subscribing to this Undertaking and, specifically, his/her undertaking relating to non-compete and non-solicitation, and acknowledges and agrees that:


4.1
Executive’s obligations according to this Undertaking including relating to non-competition and non-solicitation are necessary and essential to protect the business and the Company’s sensitive and valuable proprietary information, property (including, intellectual property) and technologies, as well as its goodwill and business plans (the “Company’s Major Assets”) and to realize and derive all the benefits, rights and expectations of conducting Company’s business, and that the scope and duration of such obligations and the other protective covenants contained herein are fair, reasonable and proportional in all aspects, especially in light of the nature of the business in which the Company is engaged, the Executive’s knowledge of the Company’s business, his/her  position, Executive’s exposure to confidential information and the compensation and benefits to which Executive is entitled under the Agreement (which constitutes, among others, good and valuable consideration for his/her agreement to be bound by such covenants and such compensation and benefits were determined, inter alia, in consideration for his/her obligations under this Undertaking).
 

4.2
Breach of any obligation under this Undertaking shall contradict the nature of the special trust and relationship of loyalty between the parties, the fair and proper business practices, the duty of good faith and fairness between the parties, shall harm the Company, shall constitute a material breach of the Agreement, and may harm the trade secrets, confidential connections, confidential information and other privileged interests of the Company.
 

4.3
Executive’s obligations under this Undertaking do not prevent him/her from developing his/her general knowledge and professional expertise in the area of his/her business, with regard to those who are not customers, contractors and/or employees of the Company and without usurping its trade secrets and its confidential information.
 

4.4
Notwithstanding anything contained herein to the contrary, if the period of time or the geographical area specified herein should be determined to be unreasonable in any judicial proceeding, then the period of time and area of the restriction shall be reduced so that this Undertaking may be enforced in such area and during such period of time as shall be determined to be reasonable by such judicial proceeding.
 
5.
This Undertaking and all rights and duties of the parties hereunder shall be exclusively governed by and interpreted in accordance with the laws of the State of Israel. The competent courts of the State of Israel, Tel Aviv Jaffa district, shall have the exclusive jurisdiction over the parties with regard to this Undertaking, its execution, interpretation and performance.
 
6.
Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Employment Agreement.
 
7.
This Undertaking is the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior understandings, agreements and discussions between them, oral or written.
 
I, SHARON FIMA, HAVE READ THIS UNDERTAKING CAREFULLY AND UNDERSTAND ITS TERMS.
 
ACCEPTED AND AGREED TO:
 
/s/ Sharon Fima                 Date: 29/01/2020
Sharon Fima
 

13
Exhibit 10.11

AGREEMENT FOR THE SALE AND PURCHASE OF SHARES OF PEACE OF MEAT BV

THIS AGREEMENT is dated December 3, 2020:
 
BETWEEN:
 
1.
Dirk Standaert, residing at Kazernestraat 66, 1000 Brussels (Belgium);
 
2.
David Brandes, residing at Chemin de la Haute Belotte 26, 1223 Cologny (Switzerland);
 
3.
Eva Sommer, residing at Vleeshuisstraat 7/104, 2000 Antwerp (Belgium);
 
4.
Oliver Seaward Consulting, a limited liability company, incorporated, organized and existing under the Laws of North Carolina (United States of America), with mailing address at PO Box 5514, Raleigh, NC 27650 (United States of America), registered under company code 1042564 (“Oliver Seaward Consulting”);
 
5.
KD Medienagentur und Beteiligungsgesellshaft, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and existing under the Laws of Germany, with registered office at Perlacherstrasse 4a, 82031 Grünwald (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRB 178154;
 
6.
Brudler Beteiligungen, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and existing under the Laws of Germany, with registered office at Christinenstrasse 39, 10119 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRB 178154;
 
7.
Sascha B. Lehmann, residing at Meindersstrasse 36, 33615 Bielefield (Germany);
 
8.
Mira Gelehrter, residing at Rue de Paris 2027, 01170 Gex (France);
 
9.
Unternehmersgeist27, a private limited liability company (Unternehmersgesellschaft or UG) incorporated, organized and existing under the Laws of Germany, with registered office at Almastadtstrasse 5, 10119 Berlin (Germany), registered with the German Company Register (Unternehmensregister) under enterprise number HRB 155845;
 
10.
HiddenMarkets, a private limited liability company (Unternehmersgesellschaft or UG) incorporated, organized and existing under the Laws of Germany, with registered office at Wolgaster Strasse 144, 17489 Greifswald (Germany), registered with the German Company Register (Unternehmensregister) under enterprise number HRB 7854;
 
11.
HGvW Holding, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) incorporated, organized and existing under the Laws of Germany, with registered office at Horrenbacherstrasse 28, 77815 Bühl (Germany), registered with the German Company Register (Unternehmensregister) under enterprise number HRA 530207;
 
12.
Burggaststätte Hohen Neuffen, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and existing under the Laws of Germany, with registered office at Haldenweg 3, 72637 Neuffen (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRB 223708;
 
13.
BVP Berlin Venture Partners, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and existing under the Laws of Germany, with registered office at Weydingerstrasse 14-16, 10178 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRB 105698 B;
 
14.
Jan Bohl, a limited liability company (Gesellschaft mit beschränkter Haftung or GmbH) incorporated, organized and existing under the Laws of Germany, with registered office at Kollwitzstrasse 10, 10405 Berlin (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRB 105698;
 
15.
Joyance Partners, a limited liability company under the Laws of the United States of America, with registered office at P.O. Box 10059, Zephyr Cove, NV 89448 (United States of America);
 
16.
Food Ventures I, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) organized and existing under the Laws of Germany, with registered office at Dittmarstrasse 68, D-74074 Heibronn (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRA 729897;
 
17.
Food Ventures II, a limited liability company (Gesellschaft mit beschränkter Haftung & Compagnie Kommanditgesellschaft or GmbH & Co. KG) organized and existing under the Laws of Germany, with registered office at Dittmarstrasse 68, D-74074 Heilbronn (Germany), registered with the Germany Company Register (Unternehmensregister) under enterprise number HRA 731486;
 
18.
New Protein Fund I, a limited partnership incorporated, organized and existing under the Laws of the United States of America, with registered seat at 88 Pine St. 14th Floor, New York, NY 10005 (United States of America), registered with the commercial register under number SR 20191142282 (“New Protein Fund I”);
 
19.
Next Ventures Fund, a partnership limited by shares (société en commandite par actions or SCA) incorporated, organized and existing under the Laws of the Grand-Duchy of Luxembourg, with registered seat at 1 Boulevard de la Foire, 1528 Luxembourg (Grand-Duchy of Luxembourg)  (“Next Ventures Fund”);
 
Each hereafter referred to individually as a “Seller” and jointly as the “Sellers”;
 
AND
 
20.
Tamara Minick-Scokalo, residing at Route des Pralets 16, 1295 Tannay (Switzerland);
 
21.
Philippe Fornier, residing at Chemin des Couleuvres 8B, 1295 Tannay (Switzerland);
 
Each hereafter referred to individually as a “Transferring Shareholder” and jointly as the “Transferring Shareholders”;
 
AND
 
22.
Meat-Tech Europe, a private limited liability company (besloten vennootschap or BV) in the process of incorporation under the Laws of Belgium, for purposes hereof represented by Meat-Tech (as defined hereafter), acting on behalf of the company in the process of incorporation according to article 2:2 of the Belgian Code of Companies and Associations.
 
Hereafter referred to as the “Purchaser”;
 
AND FOR PURPOSES OF SECTIONS 10, 11 AND 14
 
23.
Meat-Tech 3D Ltd., a public company whose shares are listed on the Tel Aviv Stock Exchange incorporated, organized and existing under the Laws of Israel, with registered office at 18 Einstein St., Israel and registered with the Israeli Companies Registrar under number 520041955
 
Hereafter referred to as “Meat-Tech”;
 
Each of the Sellers, the Transferring Shareholders, the Purchaser and Meat-Tech are referred to hereafter individually as a “Party” and jointly as the “Parties”.
 
WHEREAS:
 
(A)
Immediately prior to the Closing, the Sellers, in the proportions set out in Appendix A, shall hold one million one hundred and twelve thousand two hundred and ninety-six (1,112,296) shares of Peace of Meat, a private limited liability company (besloten vennootschap or BV), incorporated, organized and existing under the Laws of Belgium, with registered office at Olieweg 95, 2020 Antwerp (Belgium), registered with the Crossroads Bank for Enterprises under enterprise number 0731.861.238 (LER Antwerp, section Antwerp) (the “Company”), representing ninety-four point thirty-five percent (94.35%) of the outstanding shares of the Company, and the remaining five point sixty-five percent (5.65%) of the shares of the Company shall be held by Meat-Tech.
 
(B)
The Sellers wish to sell to the Purchaser and the Purchaser wishes to purchase from the Sellers the Shares (as defined hereafter), upon the terms and subject to the conditions of this Agreement.
 
THEREFORE IT IS AGREED BETWEEN THE PARTIES THAT:
 
1.
DEFINITIONS AND INTERPRETATIONS
 
1.1.
Defined Terms
 
For purposes of this Agreement, the following words or expressions, as used herein and that are not defined elsewhere in this Agreement, shall have the following meanings:
 
“Acceleration Event” means an Individual Acceleration Event or a Joint Acceleration Event, as applicable;
 
“Agreement” means this agreement and the Appendixes that form an integral part of this agreement;
 
“Bad Leaver” means the termination of a POM Founder’s (or, as the case may be, a respective POM Founder’s management company’s) services agreement or employment agreement with the Company by the Company for fraud, willful conduct or a serious breach of such POM Founder, or material breach of such POM Founder under this Agreement, provided that such POM Founder has received a written notice from the Company of such breach and such POM Founder has not remedied such breach within fifteen (15) calendar days from delivery of such notice;
 
“Budget” has the meaning as set forth in Section 5;
 
“Business Day” means any day which is not a Saturday, Sunday or a public holiday in Belgium and on which banks are open for general commercial business in Belgium;
 
“Claim” means any claim of the Purchaser or any Purchaser Indemnified Party against the Sellers or the POM Founders, as the case may be, for a breach of the Representations, or any other claim against the Sellers for a breach of covenant or obligation of the Sellers under this Agreement or in respect of any matter arising out of or in connection with the Agreement;
 
“Closing” means the transfer of title to the Shares pursuant to the closing of the Transaction in accordance with Section 3.7;
 
“Closing Actions” means the Sellers’ Closing Actions and the Purchaser’s Closing Actions, taken together;
 
“Closing Amount” has the meaning as set forth in Section 2.2.1;
 
“Closing Date” means the day on which the Closing takes place;
 
“Closing Cash Amount” has the meaning as set forth in Section 2.2.1;
 
“Closing Shares” means the Meat-Tech Shares allocated by the Purchaser to the Sellers as payment of the Closing Shares Amount;
 
“Closing Shares Amount” has the meaning as set forth in Section 2.2.1;
 
“Compensation Table” has the meaning as set forth in Section 7.1;
 
“Conditions Precedent” means the conditions precedent to Closing as set forth in Section 3.1 and 3.2;
 
“Data Room” means the information in respect of the Company and its business, made available by the POM Founders to the Purchaser through the ‘Due Diligence on POM’ shared drive on Google Drive from 10 September 2020 to the date of this Agreement, the content of which is stored on a locked and non-rewritable USB flash drive attached hereto as Appendix F1 and an index of the documents stored thereon is attached hereto as Appendix F2;
 
“Disclosed” means disclosed in writing in such a way that the disclosed matter is apparent from the face of the relevant document and described in such a way that a reasonably skilled purchaser, assisted by professional advisors, is able to reasonably interpret the scope, importance and financial impact of such disclosed matter;
 
“Disclosed Information” has the meaning as set forth in Section 9;
 
“Disclosure Schedule” means the disclosure schedule attached to this Agreement as Appendix E;
 
“Encumbrance” means any mortgage, charge, pledge, lien, restriction, assignment, hypothecation, security interest, title retention or any other agreement or arrangement the effect of which is the creation of security; or any other interest, equity or other right of any person (including any right to acquire, option, right of first refusal or right of pre-emption) or any agreement or arrangement to create any of the same;
 
“Early Leaver” means the termination of a POM Founder’s (or, as the case may be, a respective POM Founder’s management company’s) service agreement or employment agreement with the Company upon initiative of such POM Founder for any reason other than (a) Good Leaver or Bad Leaver, or (b) an Acceleration Event;
 
“Earn-out Amount” has the meaning as set forth in Section 2.2.1;
 
“Earn-out Cash Amount” has the meaning as set forth in Section 2.2.1;
 
“Earn-out Notice” has the meaning as set forth in Section 2.2.4;
 
“Earn-out Period” has the meaning as set forth in Section 2.2.4;
 
“Earn-out Shares” means the Meat-Tech Shares allocated by the Purchaser to the Sellers as payment of the Earn-out Shares Amount;
 
“Earn-out Shares Amount” has the meaning as set forth in Section 2.2.1;
 
“Earn-out Rejection Notice” has the meaning as set forth in Section 2.2.4;
 
“Effectively Paid Portion of the Purchase Price” has the meaning as set forth in Section 11.1.3;
 
“Exit Event” means (i) a sale of more than fifty percent (50%) of the outstanding capital shares in Meat-Tech; (ii) a sale, exclusive license, lease, transfer or other disposal of all, all material or substantially all of the assets of Meat-Tech (including, but not limited to, intellectual property rights); (iii) a reorganization, consolidation or merger in respect of Meat Tech that results in the shareholders of Meat-Tech immediately prior to the Exit Event holding less than fifty percent (50%) of the voting rights and/or economic rights in the capital of the surviving entity, (iv) the transfer of more than fifty percent (50%) (in the aggregate) of the then outstanding capital shares in the Meat-Tech by way of a trade sale or initial public offering or (v) any other similar transaction or series of transactions that has substantially the same effect as any of the transactions set forth in the foregoing clauses (i) through (iv) notwithstanding, fund raising by Meat-Tech which shall not be deemed as an Exit Event.
 
“Fair Market Value” means, with respect to any Meat-Tech Shares, the fair market value of such Meat-Tech Shares at any given time, which shall be determined as follows:
 

(a)
in the event that the Meat-Tech Shares are publicly listed at such point in time, the fair market value of the Meat-Tech Shares shall be equal to the average trading price of Meat-Tech Shares in a thirty (30) calendar day-period prior to such date; or
 

(b)
in all other cases, the market value of the Meat-Tech Shares shall be determined by an Independent Expert.
 
“Field” means activities relating to the development, production and commercialization of animal cultured cells for 3D printing and cultured duck and chicken cells as a food ingredient;
 
“Financial Statements” has the meaning as set forth in Section 9.12;
 
“Fundamental Representations” means the POM Representations made under Sections 9.1 and 9.2;
 
“GAAP” means applicable accounting Laws and generally accepted accounting principles in any relevant jurisdiction;
 
“General Representations” means all POM Representations except for the Fundamental Representations and the IP Representations;
 
“Good Leaver” means the termination of a POM Founder’s (or, as the case may be, a respective POM Founder’s management company’s) service agreement or employment agreement with the Company (i) upon initiative of the Company for any other reason than Bad Leaver, or (ii) due to the retirement, the permanent disability or the death of such POM Founder;
 
“Independent Expert” means an independent expert appointed in accordance with the provisions of Appendix G;
 
“Individual Acceleration Event” has the meaning as set forth in Section 2.2.4(d);
 
“IP Representations” means the POM Representations made under Section 9.6;
 
“Joint Acceleration Event” has the meaning as set forth in Section 2.2.4(d);
 
“Law” means any supranational, European, national, federal, regional, provincial, municipal and local laws, decrees, statutes, codes, rules, regulations, directives, ordinances, regulations, binding codes of conduct, GAAP, regulatory constraints, judgments, orders, requirements or other determinations of a governmental authority and arbitral awards and any and all obligations arising thereunder, but only to the extent they are applicable to the relevant Party(-ies);
 
“Leakage” means:
 

(a)
any distribution or dividend (whether in cash or otherwise) declared, paid or made by the Company;
 

(b)
the distribution, repurchase, repayment or return of any (un)available equity by the Company;
 

(c)
any transfer or disposal to any of the Sellers’ Related Parties of any asset;
 

(d)
any acquisition from any of the Sellers’ Related Parties by the Company of any asset for a consideration which is more than market value;
 

(e)
any assumption or incurring of any debt or liability (or the granting or provision of any security in relation to any debt or liability) by the Company for the benefit of any of the Sellers’ Related Parties that is not for the benefit of the Company;
 

(f)
any waiver, forgiveness or discounting of all or any part of any debt owing by any of the Sellers’ Related Parties to the Company;
 

(g)
any loan granted by the Company to any of the Sellers’ Related Parties;
 

(h)
the payment by the Company of any sum to, or the making by the Company of any gift or other gratuitous payment to, or entering into any transaction with (and for the benefit of), any of the Sellers’ Related Parties;
 

(i)
the entering into by the Company of a guarantee or indemnity relating to the obligation of any of the Sellers’ Related Parties;
 

(j)
the forgiveness, release or waiver of any debt or claim outstanding against any of the Sellers’ Related Parties by the Company;
 

(k)
the creation of any Encumbrance over any assets of the Company in favor of any of the Sellers’ Related Party or to secure a liability of any of the Sellers’ Related Parties;
 

(l)
any purchase of equipment or other payment which is not in the ordinary course of business of the Company or which is not according to the Budget;
 

(m)
any fees, costs or Taxation liability incurred by the Company as a result of the matters set out in paragraphs (a) to (m) above, in each case, save to the extent that they are Permitted Leakage;
 
that is/are not taken into account in the Locked Box Accounts.
 
“Lock-up Period” has the meaning as set forth in Section 2.2.3;
 
“Locked Box Accounts” means, in relation to the Company, the unaudited balance sheet of the Company drafted in accordance with Belgian GAAP as of the Locked Box Date in respect of the financial period started on 1 March 2020 and ended on the Locked Box Date;
 
“Locked Box Date” means October 31, 2020;
 
“Long-Stop Date” has the meaning as set forth in Section 3.1;
 
“Losses” has the meaning as set forth in Section 11.1.1;
 
“Material Adverse Effect” means the effect of any event, occurrence, state of facts, condition, change or development that individually or in the aggregate, with all other events, occurrences, state of facts, conditions, changes or developments, is, or would reasonably be expected to be, adverse to the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of a Party to the extent that such event, occurrence, state of facts, condition, change or development can be valued to amount to at least fifty-thousand Euros (€50,000), provided however that none of the following, whether alone or in combination, shall be considered in determining whether a “Material Adverse Effect” has occurred: any event, occurrence, state of facts, condition, change or development that results from, alone or in combination, (a) changes in legally applicable accounting principles, applicable law or change in administrative practice of any public authority, (b) a worsening of current conditions caused by an act of terrorism or war, any natural disasters, any pandemics or any national or international calamity directly or indirectly affecting Belgium or the European Union, (c) the taking of any action contemplated by this Agreement and/or the other agreements contemplated hereby, and (d) changes resulting from the announcement of this Agreement and/or the Transaction;
 
“Meat-Tech’s Best Knowledge” means (a) the actual knowledge of the persons engaged with the management of Meat-Tech, and (b) the knowledge that the persons engaged with the management of Meat-Tech could reasonably be expected to have pursuant to a diligent performance of their respective functions within Meat-Tech;
 
“Meat-Tech Intellectual Property” means all patents, patent applications, refilings, continuations, divisionals continuations-in-part, reissues, and reexaminations, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, know-how, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases that are owned or used by as are necessary to Meat-Tech in the conduct of Meat-Tech’s business as now conducted and as presently proposed to be conducted;
 
“Meat-Tech Shares” means the ordinary shares of Meat-Tech listed on TASE or any other stock exchange;
 
“Meat-Tech Representations” has the meaning as set forth in Section 10;
 
“Meat-Tech Financial Statements” has the meaning as set forth in Section 10.14;
 
“Milestone List” means the list of milestones attached to this Agreement as Appendix B;
 
“Milestones” means each of the four (4) milestones included in the Milestone List, each of which is subdivided into four (4) sub-parameters;
 
“Next Ventures Share Transfer” has the meaning set forth in Section 3.6.1;
 
“Nominee Company” means the Tel-Aviv Stock Exchange Nominee Company Ltd. (Company No. 515736817), Meat-Tech’s nominee company.
 
“Non-Compete Period” has the meaning set forth in Section 7.3;
 
“Paying Agent” has the meaning set forth in Section 2.2.2;
 
“Permitted Leakage” means:
 

(a)
any payment that is within the Company’s ordinary course of business or is made in accordance with the Budget (including but not limited to payment of the management fees under the respective POM Founder’s (or, as the case may be, a respective POM Founder’s management company’s) services agreement or employment agreement with the Company, any payment made by the Company in connection with the operational renting by the Company of a company car for the use of any of the POM Founders and any payment made by the Company in connection with the purchase or rental of a rocker bioreactor);
 

(b)
any payment made by the Company (including all fees, expenses, disbursement and other similar amounts payable to attorneys, financial advisors or accountants as well as any VAT thereon) in connection with the negotiation, documentation and consummation of the Transaction;
 

(c)
any payment made by the Company in connection with any broker’s or finder’s fees of any kind, whether or not it relates to the Transaction; and
 

(d)
any payment expressly referred to in this Agreement.
 
“POM Founders” means Dirk Standaert, David Brandes, Eva Sommer and Oliver Seaward Consulting;
 
“POM Founders’ Best Knowledge” means (a) the actual knowledge of the POM Founders, and (b) the knowledge that the POM Founders could reasonably be expected to have pursuant to a diligent performance of their respective functions within the Company;
 
“POM Intellectual Property” means all patents, patent applications, refilings, continuations, divisionals continuations-in-part, reissues, and reexaminations, registered and unregistered trademarks, trademark applications, registered and unregistered service marks, service mark applications, tradenames, copyrights, trade secrets, knowhow, domain names, mask works, information and proprietary rights and processes, similar or other intellectual property rights, subject matter of any of the foregoing, tangible embodiments of any of the foregoing, licenses in, to and under any of the foregoing, and in any and all such cases that are owned or used by as are necessary to the Company in the conduct of the Company’s business as now conducted;
 
“POM Representations” has the meaning as set forth in Section 9;
 
“POM Shares” has the meaning as set forth in Section 9.2;
 
“PPS” has the meaning as set forth in Section 2.2.1;
 
“PPS Condition Precedent” has the meaning as set forth in Section 2.2.3;
 
“Pro Rata Portion” means, with respect to any Seller, the percentage as set out against its name in set forth in column (B) of Appendix A;
 
“Purchaser Indemnified Parties” has the meaning as set forth in Section 11.1.1;
 
“Purchase Price” has the meaning as set forth in Section 2.2.1;
 
“Purchaser’s Account” means the bank account which the Purchaser shall notify to the relevant POM Founder at least five (5) Business Days prior to any payment being required to be made to the Purchaser’s Account by the relevant POM Founder;
 
“Purchaser’s Closing Actions” has the meaning as set forth in Section 3.5;
 
“Representations” means the Sellers’ Representations and the POM Representations, taken together;
 
“Rights” has the meaning as set forth in Section 2.2.3;
 
“Rights Notice” has the meaning as set forth in Section 2.2.3;
 
“Sellers’ Closing Actions” has the meaning as set forth in Section 3.4;
 
“Sellers’ Related Parties” means the Sellers and any of their affiliates (including jointly controlled affiliates) or any person directly or indirectly affiliated or connected to any of them (including directors and shareholders);
 
“Sellers’ Representations” has the meaning as set forth in Section 8;
 
“Sellers’ Representative” has the meaning as set forth in Section 15.1;
 
“Shareholders’ Agreement” means the shareholders’ agreement pertaining to the Company dated August 1, 2019, as amended from time to time (including but not limited to the “Adherence and amendment to the Shareholders’ Agreement pertaining to Peace of Meat BV” dated October 27, 2020);
 
“Shares” means the one million one hundred and twelve thousand two hundred ninety-six (1,112,296) shares of the Company, to be transferred by the Sellers to the Purchaser upon the terms and subject to the conditions set out in this Agreement;
 
“TASE” means the Tel Aviv Stock Exchange;
 
“Tax” or “Taxation” means:
 

(a)
all forms of tax, levy, impost, contribution, duty, liability and charge in the nature of taxation and all related withholdings or deductions of any nature (including, for the avoidance of doubt, National Insurance contribution liabilities in Belgium and corresponding obligations elsewhere); and
 

(b)
all related fines, penalties, charges and interest,
 
imposed by a Tax Authority whether directly or primarily chargeable against, recoverable from or attributable to the Company;
 
“Tax Authority” means any Tax or other authority, body or person (whether inside or outside Belgium) competent to impose any liability to Tax;
 
“Tax Deduction” means a deduction, set-off, counterclaim, or withholding from a payment under this Agreement for or on account of any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in the paying any of the same);
 
“Third Party Claim” has the meaning as set forth in Section 13.1;
 
“Transaction” means the transactions effected or contemplated by this Agreement, taken together;
 
“Trust Agreement” means the trust agreement to be entered into by the Sellers, the Purchaser and the Trustee Agent, in form and substance reasonably satisfactory to the Sellers, the Purchaser and the Trustee Agent; and
 
“Trustee Agent” means I.B.I Trust Management, an Israeli incorporated entity designated as “trustee” under the Trust Agreement.
 
1.2.
Contents Page and Headings
 
In this Agreement, the contents page and headings are included for convenience only and shall not affect the interpretation or construction of this Agreement.
 
1.3.
Meaning of References
 
In this Agreement, unless the context requires otherwise, any reference to:
 

(a)
this Agreement includes the above preamble and the Appendixes.
 

(b)
the masculine, feminine or neuter gender respectively includes the other genders and any reference to the singular includes the plural (and vice versa);
 

(c)
including means “including without limitation” (with related words being construed accordingly), in particular means “in particular but without limitation” and other general words shall not be given a restrictive interpretation by reason of their being preceded or followed by words indicating a particular class of acts, matters or things;
 

(d)
a Party shall include any permitted assignees of a Party;
 

(e)
Euros, EUR or € is to the currency of the states of the European Union which are from time to time participating in Economic and Monetary Union;
 

(f)
a time of the day is a reference to CET time and references to a day are to a period of twenty-four (24) hours running from midnight to midnight; and
 

(g)
writing shall include any modes of reproducing words in a legible and non-transitory form (including via email, save where a party’s signature is required, in which case including a signed attachment to an email).
 

(h)
The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.
 
2.
THE TRANSACTION
 
2.1.
Sale and purchase of Shares
 
At Closing, each of the Sellers shall sell with full title guarantee and free from all Encumbrances, and the Purchaser shall purchase, the Shares listed opposite to each such Seller’s name in Appendix A, together with all rights attached or accruing to them at Closing and all dividends declared, made or paid since the Locked Box Date.
 
The Sellers expressly confirm, in their capacity as shareholder of the Company, and covenant to the Purchaser, in their capacity of the transferee of all Shares held by the Sellers, that they have the right to sell and to transfer to the Purchaser all Shares listed opposite to each Seller’s name in Appendix A, and in that respect irrevocably waive all rights of pre-emption and any other rights in respect of notice formalities and transfer restrictions which they may have (whether under the Company's articles of association or other constitutional documents, including the Shareholders’ Agreement) in respect of the transfer of any of the Shares to the Purchaser under and in accordance with this Agreement. Each of the Parties that are party to the Shareholders’ Agreement further unanimously agrees to terminate the Shareholders’ Agreement with effect as of Closing.
 
The ownership of the Shares shall be transferred to the Purchaser on the Closing Date in consideration of the payment of the Closing Amount, in accordance with Section 2.2, and following completion of the Closing Actions.
 
The Sale contemplated under this Agreement is indivisible and shall be valid only if it applies to all of the Shares. No partial enforcement of this Agreement shall be allowed.
 
The Sellers hereby grant an irrevocable power-of-attorney to (i) the Sellers' Representative or (ii) Yannick Verrycke, Laura Rosseel or Jasper Willems, attorneys-at-law of the law firm Cresco Advocaten BV, with offices at Lange Kievitstraat 118-120, 2018 Antwerp, Belgium, acting alone and with the power of substitution, for the purposes of recording and registering the transfer of the Shares in the shareholders' register of the Company, initialing each page of this Agreement, and to take any other action and sign any other document as may be necessary, useful or required in order that such transfer of Shares shall be enforceable against third parties.
 
The Purchaser hereby grants an irrevocable power-of-attorney to Arik Kaufman, Asaf Abramov, Yaron Kaiser or any other lawyer of the law firm KRKR-ADV, with offices at 40 Tuval St. Ramat Gan, Israel, acting alone and with the power of substitution, for the purposes of recording and registering the transfer of the Shares in the shareholders' register of the Company, initialing each page of this Agreement, and to take any other action and sign any other document as may be necessary, useful or required in order that such transfer of Shares shall be enforceable against third parties.
 
2.2.
Purchase Price
 
2.2.1.
Composition of the Purchase Price
 
The consideration to be paid by the Purchaser to the Sellers for the acquisition of the Shares (the “Purchase Price”) shall be equal to the sum of:
 

(a)
an aggregate amount of seven million four hundred ninety-nine thousand nine hundred ninety-nine point ninety-six Euros (€7,499,999.96) (the “Closing Amount”), composed as follows:
 

(i)
an aggregate amount of three million nine hundred twenty-three thousand seven hundred forty-five point thirty-one Euros (€3,923,745.31) in cash whereby each Seller shall be entitled to the amount as set forth opposite each such Seller’s name in column (C) of Appendix A, and which shall be paid by the Purchaser on the Closing Date in accordance with the terms and conditions set out below under Section 2.2.2 (the “Closing Cash Amount”); and
 

(ii)
an aggregate amount of three million five hundred seventy-six thousand two hundred fifty-four point sixty-five Euros (€3,576,254.65) in Meat-Tech Shares whereby each Seller shall be entitled to the number of Meat-Tech Shares as set forth opposite each such Seller’s name in column (D) of Appendix A, and which shall be delivered by the Purchaser on the Closing Date in accordance with the terms and conditions set out below under Section 2.2.3 (the “Closing Shares Amount”); and
 

(b)
subject to the achievement of the Milestones or the occurrence of an Acceleration Event, and subject to the provisions of Section 2.2.4, a maximum variable aggregate amount of seven million four hundred ninety-nine thousand nine hundred ninety-nine point ninety-six Euros (€7,499,999.96) (the “Earn-out Amount”) composed as follows:
 

(i)
maximum three million nine hundred twenty-three thousand seven hundred forty-five point thirty-one Euros (€3,923,745.31) in cash (the “Earn-out Cash Amount”) whereby each Seller shall be entitled to a maximum amount as set forth opposite each such Seller’s name in column (F) of Appendix A, and which shall be paid by the Purchaser in accordance with the terms and conditions set out below under Section 2.2.2; and
 

(ii)
maximum three million five hundred seventy-six thousand two hundred fifty-four point sixty-five Euros (€3,576,254.65) in Meat-Tech Shares (the “Earn-out Shares Amount”) whereby each Seller shall be entitled to a maximum number of Meat-Tech Shares as set forth opposite each such Seller’s name in column (G) of Appendix A and which shall be delivered by the Purchaser in accordance with the terms and conditions set out below under Section 2.2.3.
 
The number of Meat-Tech Shares to be delivered to the Sellers under the Closing Shares Amount and the Earn-out Shares Amount shall be calculated based on the average trading price per Meat-Tech Share in TASE of the thirty (30)-day period immediately prior to the date of this Agreement (the “PPS”).
 
The Purchase Price will in no event exceed the aggregate amount of fourteen million nine hundred ninety-nine thousand nine hundred ninety-nine point ninety-two Euros (€ 14,999,999.92).
 
The Purchase Price will be paid free and clear of any Tax Deduction.
 
2.2.2.
Payment of the Closing Cash Amount and the Earn-out Cash Amount
 
The Purchaser shall, in accordance with this Section 2.2.2:
 

(a)
pay to the Sellers their respective portion of the Closing Cash Amount on Closing;
 

(b)
pay to the Sellers their respective portion of the relevant portion of the Earn-out Cash Amount within fifteen (15) Business Days from receipt of the Earn-out Notice as set forth therein;
 

(c)
pay to the Sellers the entire outstanding Earn-out Cash Amount within fifteen (15) Business Days from the occurrence of a Joint Acceleration Event;
 

(d)
pay to a respective POM Founder its respective Pro Rata Portion of the outstanding Earn-out Cash Amount within fifteen (15) Business Days from the occurrence of an Individual Acceleration Event.
 
The Closing Cash Amount, any payable portion of the Earn-out Cash Amount, if and to the extent applicable, and any other cash amount payable by the Purchaser to the Seller(s) under this Agreement, shall be paid by the Purchaser by way of a wire transfer to the third party bank account of Cresco Advocaten BV, with offices located at Lange Kievitstraat 118-120, 2018 Antwerp (Belgium), who shall act as a paying agent to receive and distribute the relevant amounts to the Sellers (the “Paying Agent”), as set out below (unless the Sellers’ Representative notifies the Purchaser differently in accordance with Section 16.14):
 
Paying Agent
Name Bank
IBAN
BIC
Cresco
BNP Paribas Fortis NV
BE86 0017 2375 3250
GEBABBEB

Promptly upon receipt, the Paying Agent shall allocate to each Seller its respective portion of the Closing Cash Amount in the proportion set forth in column (C) of Appendix A, and its respective portion of the Earn-out Cash Amount as set forth in Column (I) of Appendix A, if and to the extent applicable, or any other cash amount payable by the Purchaser to the Seller(s) under this Agreement.
 
2.2.3.
Delivery and release of the Closing Shares Amount and the Earn-out Shares Amount
 
The Purchaser shall, in accordance with this Section 2.2.3:
 

(a)
cause Meat-Tech to issue to the relevant Sellers their respective portion of the Closing Shares Amount on Closing as set forth opposite each such Seller’s name in column (D) of Appendix A;
 

(b)
cause Meat-Tech to issue to the relevant Sellers the rights to their respective portion of the Earn-out Shares, which rights shall be in the form of the rights notice attached hereto as Appendix H (the “Rights” and the “Rights Notice”) as set forth opposite each such Seller’s name in column (G) of Appendix A;
 

(c)
cause Meat-Tech to issue to the Sellers their respective exercisable portion of the Earn-out Shares Amount underlying the Rights within fifteen (15) Business Days from receipt of the Earn-out Notice as set forth therein;
 

(d)
cause Meat-Tech to issue to the relevant Sellers their respective portion of the entire Earn-out Shares Amount underlying the Rights as set forth opposite each such Seller’s name in column (G) of Appendix A within fifteen (15) Business Days from the occurrence of a Joint Acceleration Event;
 

(e)
cause Meat-Tech to issue to a respective POM Founder its respective portion of the Earn-out Shares Amount underlying the Rights as set forth opposite each such POM Founder’s name in column (G) of Appendix A within fifteen (15) Business Days from the occurrence of an Individual Acceleration Event.
 
The re-sale of the Closing Shares and the Earn-out Shares by the Sellers shall be prohibited during a lock-up period of twelve (12) months as of the Closing Date, or a longer period if mandated by any applicable Law (the “Lock-up Period”), which shall be ensured by the Trustee Agent.
 
The Closing Shares shall be held by the Trustee Agent in order to ensure the Lock-up Period and the Closing Shares shall be released only if the Fair Market Value of the Closing Shares on or after the date twenty-four (24) months following the Closing Date is equal to fifty percent (50%) of the PPS or more (the “PPS Condition Precedent”).
 
The Rights and the Earn-out Shares which shall be issued following exercise of the Rights shall be also held by the Trustee Agent. One sixteenth (1/16) of the Rights shall become exercisable in return for the issuance of an equal number of Earn-out Shares upon fulfillment of the following cumulative conditions: (a) the achievement of any sub-parameter of a relevant Milestone by its respective deadline, or the occurrence of an Acceleration Event, as set forth in Section 2.2.4., and (b) upon fulfillment of the PPS Condition Precedent occurring on or after the date that is twenty-four (24) months following the Closing Date, but before the tenth (10th) anniversary of the Closing Date.
 
Each of the Sellers shall be entitled, at any time after the Closing, at its sole discretion and on an individual basis, to:
 

(i)
waive the PPS Condition Precedent with respect to any or all Meat-Tech Shares allocated to them, upon written notice to the Purchaser and Trustee Agent; and/or
 

(ii)
waive its right to its respective portion of the Earn-out Shares, which shall cause such waived Earn-out Shares of such Seller(s) to be distributed amongst the other Sellers, on a pro-rata basis (i.e. based on their Pro Rata Portion) vis-à-vis each other.
 
It is hereby clarified and agreed by the Parties that in no event and under no circumstances, neither the Closing Shares nor the Earn-out Shares will be returned to Meat-Tech.
 
2.2.4.
Earn-out Amount
 

(a)
Milestones
 
Each Seller shall be entitled to its respective portion of all or part of the Earn-out Amount upon and to the extent of the achievement of the Milestones by the last day of the calendar quarter to which each Milestone is attributed in Appendix B to this Agreement, during the period between January 1, 2021, and December 31, 2022, subject in any event to potential extensions in accordance with Section 2.2.4(b) and (c) below (the “Earn-out Period”), whereby each Seller shall be entitled to its Pro Rata Portion of one sixteenth (1/16th) of the Earn-out Amount, i.e. four hundred sixty-eight thousand seven hundred and fifty Euros (€468,750), upon the achievement of each sub-parameter of a relevant Milestone, whereby any such earned portion of the Earn-out Amount shall be paid to each Seller either partly in cash and partly in Meat-Tech Shares (on a fifty-fifty (50-50) basis), or entirely in cash, as set forth opposite each such Seller’s name in column (I) of Appendix A, and whereby further:
 

(i)
the portion payable in cash shall be paid by the Purchaser to the Paying Agent in accordance with Section 2.2.2; and
 

(ii)
the portion payable in Meat-tech Shares shall be paid by the Purchaser through the conversion of Rights into Meat-Tech Shares to the relevant Sellers in accordance with Section 2.2.3.
 
In this respect, the Parties acknowledge and agree that the Milestones (or any sub-parameters) may be amended during the Earn-out Period, provided that such amendment of the Milestones (or any sub-parameters) shall be approved in writing by (a) the Purchaser; (b) a majority of the then active POM Founders based on their Pro Rata Portion vis-à-vis each other; and (c) a majority of the Sellers other than the POM Founders, based on their Pro Rata Portion vis-à-vis each other.
 
The Purchaser shall, at its sole discretion, have the option to pay all or part of the Earn-out Shares Amount in the form of a cash payment to the Sellers, provided that such amount shall in such case be paid in cash, by the Purchaser to the Paying Agent (in accordance with the provisions of Section 2.2.2).
 

(b)
Milestone Delay
 
The Parties acknowledge and agree that in the event of a delay in the achievement of any of the Milestones which derives from actual research and development delays, then the relevant tentative deadline for the achievement of such Milestone, as indicated in the Milestone List, shall be extended with a period of six (6) months, whereby it is understood, for the avoidance of doubt, that in the event of achievement of such Milestone or any of its sub-parameters at any time during such six (6)-month extension period, the relevant Earn-out Amount shall still be due upon such achievement, but if such Milestone or any of its sub-parameters are not achieved during the aforementioned six (6)-month extension period, then such aforementioned Milestone or such sub-parameter (and only such Milestone or such sub-parameter) shall be deemed unachieved and the corresponding Earn-out Amount shall be forfeited. The deadline extension of such Milestone shall not affect the deadlines of other Milestones, as set forth in Appendix B.
 

(c)
Extension of the Earn-out Period
 
In the event that the Company moves its laboratory to another facility for upscaling optimization purposes, then the Earn-out Period shall be extended by three (3) months, and the tentative deadlines for the achievement of each Milestone, as indicated in the Milestone List, shall be extended by a period of three (3) months.
 

(d)
Acceleration
 
The entire Earn-out Amount shall be immediately due and payable in accordance with Section 2.2.2 and Section 2.2.3, upon the occurrence of any of the following events (each a “Joint Acceleration Event”):
 

(i)
a material breach of the provisions of this Agreement by the Purchaser (including but not limited to a breach of its obligation under Section 5 or Section 6) provided that the Purchaser has received a written notice from the then active POM Founders of such breach and the breach was not remedied within fifteen (15) days from the delivery of such notice by the then active POM Founders;
 

(ii)
an Exit Event of Meat-Tech with profits distributed to a majority of Meat-Tech’s shareholders;
 

(iii)
the delisting of Meat-Tech as a publicly listed company;
 

(iv)
the termination of the service agreement or employment agreement of two (2) or more POM Founders (or, as the case may be, their management companies), in one or more events, for reasons other than a Bad Leaver before the expiry of the Earn-out Period (such Earn-out Period including the applicable extensions of the Earn-out Period as set forth in this Section 2.2.4).
 
The Parties agree that, upon the termination of a POM Founder’s (or, as the case may be, their management company’s) service agreement or employment agreement, by such POM Founder due to (i) fraud, willful misconduct or a material breach by the Company under such service agreement or employment agreement, provided that such fraud, willful misconduct or a material breach is not directly attributable to the relevant POM Founder, or (ii) a material reduction of such POM Founder’s base compensation under such service agreement or employment agreement, or their duties, authority, responsibilities or position (each an “Individual Acceleration Event”), such POM Founder shall be immediately entitled to its Pro Rata Portion of the Earn-out Amount (whereby, for the avoidance of doubt, such entitlement solely applies with respect to such POM Founder).
 
The Purchaser shall have the right, at its sole discretion, to accelerate any portion of the Earn-out Amount of one or more Sellers notwithstanding the non-achievement of any Milestones (or any sub-parameters). The Purchaser shall notify the Sellers’ Representative hereof in writing, in accordance with Section 16.14.
 

(e)
Procedure
 
The Sellers’ Representative shall notify the Purchaser in writing, in accordance with Section 16.14, within fifteen (15) Business Days of the achievement of any Milestone or any of its sub-parameters (including any supporting documents, as the case may be), together with the request for payment of the relevant portion of the Earn-out Amount (an “Earn-out Notice”), pursuant to which the Purchaser shall proceed with the payment of the Earn-Amount, in accordance with Sections 2.2.2 and 2.2.3.
 
In the event the Purchaser rejects the achievement of a Milestone or any of its sub-parameters, or the calculation of the relevant portion of the Earn-out Amount as set forth in the Earn-out Notice, the Purchaser shall notify the Seller’s Representative thereof within fifteen (15) Business Days following receipt of the Earn-out Notice (the “Earn-out Rejection Notice”). Failure to send an Earn-out Rejection Notice in a timely fashion shall qualify as irrevocable acceptance of the Earn-out Notice and its content.
 
If the Purchaser has sent an Earn-out Rejection Notice, the Purchaser and the Sellers’ Representative shall convene and try to find in good faith an amicable agreement for the dispute. If the Parties do not reach an amicable agreement within twenty (20) Business Days after receipt by the Sellers’ Representative of the Earn-out Rejection Notice, the Purchaser or the Sellers’ Representative may refer the dispute to an Independent Expert in accordance with the procedure set forth in Appendix G.
 
2.2.5.
Set-off
 
The Parties acknowledge and expressly agree that any indemnification of a Seller pursuant to this Agreement, to the extent agreed between the relevant Parties or awarded by a non-appealable judgment, shall be effected, (i) first by set-off against the Pro Rata Portion of such Seller of any portion of the Earn-out Amount that has become due and payable in accordance with Section 2.2.4, and to the extent such portion of the Earn-out Amount is insufficient, has been fully paid or is otherwise not available, then (ii) by wire transfer of immediately available funds by such Seller to the Purchaser’s Account, on a several and not joint basis, with respect to such Seller’s cash portion of its indemnification obligation, and/or, to the extent applicable, by immediate transfer of Meat-Tech Shares in accordance with Section 11.7 (taking into account a reasonably delay in light of statutory or contractual transfer procedures, or any other transfer requirements or procedures pursuant to applicable Law).
 
3.
CONDITIONS PRECEDENT, CLOSING ACTIONS AND CLOSING
 
3.1.
Conditions Precedent to performance by the Sellers
 
The obligations of the Sellers to consummate the Transaction are subject to the fulfillment, on or before the date that is thirty (30) Business Days following the date of this Agreement (the “Long-Stop Date”), of the following conditions, any one or more of which may be waived by the Sellers in their sole discretion, for purposes thereof represented by the Sellers’ Representative:
 

(a)
All Meat-Tech Representations being true and accurate in all material respects as of the Closing Date or, as the case may be, any such earlier date as of which any such Meat-Tech Representation is expressly made;
 

(b)
The Purchaser being validly incorporated under Belgian Law;
 

(c)
Meat-Tech and the Purchaser having performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them before Closing;
 

(d)
Meat-Tech received listing approvals from TASE required in connection with the allotment of the Closing Shares and the Earn-out Shares, which were duly obtained in writing and shall be in full force and effect on the Closing Date; and
 

(e)
No injunction being issued against the Closing that is not lifted prior to the final fulfilment of the other Conditions Precedent to Closing.
 
The Sellers’ Representative shall promptly give notice to the Purchaser of (i) the satisfaction of the relevant Conditions Precedent set forth in this Section 3.1 or (ii) the occurrence of any action, fact or event that makes or can reasonably be expected to make the satisfaction of any of the Conditions Precedent set forth in this Section 3.1 impossible or unlikely.
 
3.2.
Conditions Precedent to performance by the Purchaser
 
The obligations of the Purchaser to consummate the Transaction are subject to the fulfillment, on or before the Long Stop Date, of the following conditions, any one or more of which may be waived by the Purchaser in its sole discretion:
 

(a)
All POM Representations being true and accurate as of the Closing Date or, as the case may be, any such earlier date as of which any such POM Representation is expressly made (thereby giving full effect to the Disclosed Information);
 

(b)
Meat-Tech received listing approvals from TASE required in connection with the allotment of the Closing Shares and the Earn-out Shares, which were duly obtained in writing and shall be in full force and effect on the Closing Date;
 

(c)
The Parties other than the Purchaser having performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them before Closing; and
 

(d)
No injunction being issued against the Closing that is not lifted prior to the final fulfilment of the other Conditions Precedent to Closing.
 
The Purchaser shall promptly give notice to the Sellers’ Representative of (i) the satisfaction of the relevant Conditions Precedent set forth in this Section 3.2 or (ii) the occurrence of any action, fact or event that makes or can reasonably be expected to make the satisfaction of any of the Conditions Precedent set forth in this Section 3.2 impossible or unlikely.
 
3.3.
Non-satisfaction of Conditions Precedent
 
If any of the Conditions Precedent is not satisfied on the Long-Stop Date and is not waived by the relevant Party or Parties by the Long-Stop Date, this Agreement shall automatically terminate on that date, subject to Section 3.4 below.
 
3.4.
Closing Actions to be taken by the Sellers
 
On or prior to the Closing Date, the following actions shall be taken by the Sellers (the “Sellers’ Closing Actions”):
 

(a)
In case the Next Ventures Share Transfer has been completed in accordance with Section 3.6, Next Ventures Fund shall provide evidence to the other Sellers and the Purchaser that the Next Ventures Share Transfer has occurred and has been duly registered in the Company’s shareholders’ register;
 

(b)
The Sellers’ Representative shall deliver to the Purchaser the Financial Statements;
 

(c)
The Sellers’ Representative shall deliver to the Purchaser an updated copy of the Disclosure Schedule, which upon delivery shall be deemed to replace Appendix E with effect as of the Closing Date;
 

(d)
The Sellers’ Representative shall deliver a signed copy of the Data Room on a locked and non-rewritable USB flash drive which shall be attached hereto as Appendix F1 and an index of the documents stored thereon which shall be attached hereto as Appendix F2 with effect as of the Closing Date;
 

(e)
The Sellers’ Representative shall record and sign the transfer of the Shares to the Purchaser in the Company’s shareholders’ register;
 

(f)
The Sellers’ Representative shall hand over the Company’s shareholders’ register to the Purchaser;
 

(g)
Each of the POM Founders (other than David Brandes) shall deliver the addendum to their current service agreements with the Company, in form and substance reasonably satisfactory to such POM Founder and the Purchaser, duly signed by such POM Founder, whereby the addendum shall in any event relate solely to the alignment of the non-competition and non-solicitation obligations therein to the non-competition and non-solicitation obligations as set forth in Section 7.3 and 7.4 of this Agreement;
 

(h)
David Brandes shall deliver the employment agreement between David Brandes and the Company, in form and substance reasonably satisfactory to David Brandes and the Purchaser, duly signed by David Brandes;
 

(i)
The Sellers’ Representative shall deliver duly executed copies of the Trust Agreement, duly signed by the Sellers’ Representative on behalf of each of the Sellers receiving Meat-Tech Shares, and a TASE account shall have been opened with the Trustee for each of the Sellers receiving Meat-Tech Shares;
 

(j)
The Sellers’ Representative shall deliver to the Paying Agent a duly executed copy of the paying agency agreement, in form and substance reasonably satisfactory to the Sellers and the Paying Agent, duly signed by the Sellers’ Representative on behalf of each of the Sellers;
 

(k)
The Sellers’ Representative shall deliver a receipt for the payment of the Closing Amount;
 

(l)
The Sellers’ Representative shall deliver to the Purchaser a certificate stating that the Purchaser’s Closing Actions listed in Section 3.5 have been satisfied on the Closing Date.
 
3.5.
Closing Actions to be taken by the Purchaser
 
On or prior to the Closing Date, the following actions shall be taken by the Purchaser (the “Purchaser’s Closing Actions”):
 

(a)
The Purchaser shall deliver to the Sellers’ Representative the Meat-Tech Financial Statements;
 

(b)
The Purchaser shall provide evidence to the Sellers’ Representative that the Closing Cash Amount has been paid to the Paying Agent in accordance with Section 2.2.2;
 

(c)
The Purchaser shall provide evidence to the Sellers’ Representative that the Closing Shares Amount has been issued to the Trustee Agent on behalf of the Sellers and the Rights were issued, such evidence including:
 

(i)
a copy of the TASE approval regarding the Meat-Tech Shares to be allotted to the Sellers, in accordance with this Agreement and the future Meat-Tech Shares that will be allocated upon conversion of the Rights;
 

(ii)
a copy of the share certificate duly signed by Meat Tech under the name of Nominee Company and a copy of the Meat Tech shareholders and securities register which determine the Rights designated to each of the Sellers;
 

(iii)
a copy of a signed notice of the Nominee Company regarding the Meat-Tech Shares’ allotment, which instructs the Nominee Company to credit the relevant portion of the allocated Meat-Tech Shares to each of the Sellers – through the Trustee, and confirmation by the Nominee Company approving that all relevant documents accepted and listing and clearing is processed;
 

(iv)
a certified copy of the T87 form, on which the Purchaser reported to the Israeli Securities Authority and to the TASE, the Meat-Tech Shares allocation and the Rights allocation; and
 

(v)
a certified copy of the Meat-Tech’s shareholders’ register, which reflects that the Meat-Tech shares are registered in the name of the Nominee Company and a certified copy of the Meat-Tech’s securities holders register, which reflects that the Rights are registered in the name of the Sellers ;
 

(d)
The Purchaser shall deliver to the Sellers’ Representative a certificate stating that the Purchaser’s Closing Actions listed in Section 3.4 have been satisfied on the Closing Date;
 

(e)
The Purchaser shall sign the shareholders’ register of the Company to accept the transfer of the Shares from the Sellers;
 

(f)
The Purchaser shall cause the Company to deliver the addendum to the service agreements of the POM Founders (other than David Brandes) and the employment agreement of David Brandes, each duly signed by the Company;
 

(g)
The Purchaser shall deliver duly executed copies of the Trust Agreement, executed by the Purchaser.
 
3.6.
Pre-closing covenants
 
3.6.1.
Next Ventures Share Transfer
 
The Transferring Shareholders undertake to use their best efforts to transfer, prior to Closing, (i) the three thousand four hundred and seven (3,407) Shares held by Tamara Minick-Scokalo and (ii) the three thousand four hundred and sixty-three (3,463) Shares held by Philippe Fornier to Next Ventures Fund (the “Next Ventures Share Transfer”).
 
In this respect, each Party expressly confirms, in their capacity as shareholder of the Company, to the extent applicable, that they approve the Next Ventures Share Transfer, and in that respect irrevocably waives all rights of pre-emption and any other rights in respect of notice formalities and transfer restrictions which they may have (whether under the Company's articles of association or other constitutional documents, including the Shareholders’ Agreement) in respect of the Next Ventures Share Transfer.
 
Further, each of the Transferring Shareholders and Next Ventures Fund hereby grant an irrevocable power-of-attorney to (i) the Sellers' Representative or (ii) Yannick Verrycke, Laura Rosseel or Jasper Willems, attorneys-at-law of the law firm Cresco Advocaten BV, with offices at Lange Kievitstraat 118-120, 2018 Antwerp, Belgium, acting alone and with the power of substitution, for the purposes of recording and registering the Next Ventures Share Transfer in the shareholders' register of the Company.
 
In the event the Next Ventures Share Transfer has not occurred prior to the Closing Date, the Transferring Shareholders shall automatically be deemed Sellers under this Agreement for the respective number of Shares held by them on the date of this Agreement, and Next Ventures Fund shall have no further rights or obligations under this Agreement.
 
3.6.2.
Waiver
 
By signing this Agreement, New Protein Fund I acknowledges and agrees that subject to the consummation of the Closing, it waives its right to subscribe to new equity securities as set forth in section 5(c) of that certain ‘Letter of Intent’ entered into between the Company and Big Idea Ventures, on behalf of New Protein Fund I, on 21 May 2020, regarding the participation of the Company in the BIV: Food Accelerator Spring 2020 program in New York, pursuant to which such participation right shall automatically lapse on the Closing Date.
 
3.7.
Closing
 
The Closing shall occur electronically via email and facsimile on the Closing Date but no later than the Long-Stop Date; provided, that if the Parties mutually agree to a physical closing, then the Closing shall occur on the Closing Date at the offices of Cresco Advocaten BV, located at Lange Kievitstraat 118-120, 2018 Antwerp (Belgium) at the latest on the fifth (5th) Business Day after all of the conditions set forth in Section 3.1 and Section 3.2 have been satisfied or waived. The Parties agree and undertake to furnish to each other such further information, to execute such other documents and to do such other things at Closing, as the other Parties may reasonably request for the purpose of realizing the Closing.
 
3.8.
Reciprocal formalities and breach of Closing Actions
 
Each of the Purchaser’s Closing Actions and of the Sellers’ Closing Actions are part of one indivisible Closing and shall be deemed to take place simultaneously on the Closing Date. In case of failure to complete one of these Closing Actions, all other Closing Actions shall retroactively be deemed not to have occurred. The Parties shall, to the extent needed, cooperate with each other in good faith to undo any such Closing Actions and to restore them to their respective positions prior to such Closing Actions.
 
If a Party fails to comply with any of its Closing Actions, the non-breaching Parties shall have the right (in addition to and without prejudice to all other rights and remedies available with respect to such breach) to (i) waive one or more Closing Actions of the breaching Party at their sole discretion, (ii) defer Closing once for a maximum period of fifteen (15) calendar days during or at the end of which the relevant non-breaching Parties can still waive one or more Closing Actions of the breaching Party at their sole discretion, or (iii) terminate this Agreement with immediate effect by giving written notice to the breaching Party.
 
4.
LOCKED BOX
 
4.1.
No Leakage
 
Each of the POM Founders, on a several and not joint basis, hereby warrants to the Purchaser that, in the period from the Locked Box Date to the Closing Date, no Leakage has occurred, save to the extent comprising Permitted Leakage.
 
4.2.
Consequences for Breach
 

(a)
Each of the POM Founders, on a several and not joint basis, undertakes that, in the event of a breach of Section 4.1 for the benefit of any such POM Founder, it shall pay to the Company within ten (10) Business Days of a written demand by Purchaser, on a euro for euro basis, an amount equal to the aggregate amount of any Leakage benefited by it. To the extent the benefit of the Leakage is not attributable to any of the POM Founders, each of the POM Founders shall be liable for such Leakage on a pro rata basis vis-à-vis each other.
 

(b)
The POM Founders shall not be liable for a Claim for breach of Section 4.1 unless a notice of Leakage is given by the Purchaser to the POM Founders within twelve (12) months following the Closing Date. Such notice shall specify in reasonable detail the legal and factual basis of the Leakage and evidence on which the Purchaser relies and sets out the Purchaser's estimate of the amount of Leakage.
 

(c)
The liability of each of the POM Founders under this Section 4.2 shall not exceed the lower of (i) the effectively paid portion of its Pro Rata Portion of the Purchase Price and (ii) the aggregate amount of Leakage received by them, in breach of Section 4.1.
 

(d)
Any amounts payable under this Section 4.2 by a POM Founder, shall be paid by way of a wire transfer of the amount, made to the Purchaser’s Account, within the period set forth in Section 4.2(a).
 

(e)
The procedure set forth in Section 12 shall apply to a Claim under this Section 4.
 
4.3.
Notification of Leakage
 
Each POM Founder shall notify the Purchaser in writing of any matter of which it becomes aware that constitutes, or which could, to the POM Founders’ Best Knowledge, reasonably be expected to constitute, a breach of the warranty set out in Section 4.1.
 
5.
BUDGET
 
The Purchaser commits to provide the Company with funding of its ongoing business during the Earn-out Period as described in the Milestone List and based on the principles set out in the budget attached as Appendix C to this Agreement (the “Budget”). The Budget may be made available in cash to the Company by means of an equity increase, (subordinated) loan or otherwise. The Budget shall be reviewed at the beginning of each quarter and may be amended from time to time, only upon mutual agreement by the Company and the then active POM Founders.
 
6.
POM AUTONOMY
 
The Purchaser guarantees that the Company will continue to be managed as an independent and autonomous profit center within the Purchaser’s governing structure during the Earn-out Period (such Earn-out Period including the applicable extensions of the Earn-out Period as set forth in Section 2.2.4) in order to assure the Sellers’ ability to achieve the Milestones, according to the following principles:
 

(a)
If the Purchaser adopts a decision which is not in the ordinary course of business as heretofore conducted, which may materially impact the ability to achieve any of the Milestones, and such decision was not approved by the then active POM Founders within four (4) weeks after having been notified in writing by the Purchaser of such proposal, in accordance with Section 16.14, then such decision shall constitute a material breach of this Agreement and shall thus result in the Earn-out Amount becoming immediately due and payable in accordance with Section 2.2.4 above, it being understood that the Purchaser may, in any case, proceed with such decision.
 

(b)
The Purchaser shall not operate the business of the Company out of the business plan and the Budget without the prior written consent of the then active POM Founders and shall refrain from anything which may materially affect the Sellers’ ability to achieve the Milestones. The Budget may be amended only in accordance with Section 5.
 

(c)
Without prejudice to the foregoing, the Purchaser undertakes to and procures that it shall act in good faith, so that the Sellers shall not be prevented from maximizing the Earn-out Amount. As such, the Purchaser undertakes that it will not take or omit to take any action which could reasonably be interpreted as calculated or intended to adversely affect the Earn-out Amount.
 

(d)
Notwithstanding the provisions of Section 5, the POM Founders shall have the autonomy to (a) move laboratory of the Company to another facility, and (b) amend the Budget items related to the Milestones, such that the POM Founders may allocate up to five percent (5%) of each of the Budget’s Milestone related items to another Milestone, and (c) amend the Budget such that the POM Founders may allocate up to ten percent (10%) of any Budget item of a Milestone to one or more other Budget items of such Milestone. For clarity, the Milestones’ related Budget items shall include, without limitation: (i) salaries, (ii) rent & utilities, (iii) operating material, or (iv) upscaling equipment.
 

(e)
For the avoidance of doubt, the Purchaser shall have the right to remove and appoint directors of the Company as it deems necessary, at the Purchaser’s sole discretion, including the replacement of the current directors of the Company, and such directors’ appointment or replacement shall not be regarded as a decision which is not the ordinary course of business and/or materially impacts the ability to achieve any Milestones, it being understood that upon replacement of the current directors of the Company, the Purchaser shall procure that an extraordinary general meeting of shareholders of the Company is held, which will grant discharge to such replaced directors for the exercise of their mandate until the date of replacement, and that the relevant shareholders’ resolutions be published in the Annexes to the Belgian Official Gazette without undue delay.
 

(f)
The POM Founders shall be obliged to report to the Purchaser with the following: (i) a written technology update report until the fifteenth (15th) of each month unless otherwise approved in writing by the Purchaser, (ii) a written quarterly Budget usage report, (iii) a written report for any delay in the Company’s progress or timeline (which has no impact on the Company’s liquidity).
 

(g)
Operations, such as, but without being limited thereto, (i) changes in the timeline or in the Company’s progress regarding the achievement of the Milestones which have an impact on the Company’s liquidity, (ii) Milestones changes, (iii) Budget usage that exceed the threshold of five percent (5%) as described in paragraph (d) above, or (iv) Budget changes that are not covered under this Section 6, shall be approved in writing by the then active POM Founders and the Purchaser.
 
7.
COMPENSATION POLICY AND LEAVER ARRANGEMENTS
 
7.1.
Compensation Policy
 
The Purchaser commits that following Closing and during the Earn-out Period the employee compensation of the Company will be at least as described and attached as Appendix D to this Agreement (the “Compensation Table”), and as detailed in the Budget. It shall include gross monthly salaries, participation in the Company’s stock option plan, and annual bonuses for executives (as set out in the Compensation Table) based on Milestone achievement during each calendar year.
 
7.2.
Leaver Arrangements
 

(a)
If a POM Founder leaves the Company as a Good Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
 

i.
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; and
 

ii.
Any unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters.
 

(b)
If a POM Founder leaves the Company as an Early Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
 

i.
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind;
 

ii.
A portion of such POM Founder’s unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters, calculated pro rata temporis the time of the occurrence of the Early Leaver scenario in relation to a period of two (2) years. For example, in case of the occurrence of an Early Leaver scenario six (6) months following the Closing Date, the relevant POM Founder shall only be entitled to twenty-five percent (25%) of its Pro Rata Portion of the Earn-out Amount that is achieved after such Early Leaver termination;
 

iii.
The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as an Early Leaver pursuant to Section 7.2(b)ii, will be allocated to the other remaining active POM Founders (on a pro rata basis vis-à-vis each other) and the Purchaser on the basis of a fifty-fifty (50-50) ratio.
 

(c)
If a POM Founder leaves the Company as a Bad Leaver prior to the expiry of the Earn-out Period, the following rules will apply:
 

i.
The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether unpaid or not) portion of the Earn-out Amount, shall be entirely earned and not subject to any reimbursement obligation of any kind;


ii.
The POM Founder who leaves as Bad Leaver will lose any right to any unvested Pro Rata Portion of the Earn-out Amount, even if the respective Milestones or any sub-parameters are met.
 

iii.
The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as a Bad Leaver pursuant to Section 7.2(c)ii will be allocated to the other POM Founders (on a pro rata basis vis-à-vis each other) and the Purchaser on the basis of a fifty-fifty (50-50) ratio.
 
7.3.
Non-Competition.
 
In order to enable the Purchaser and the Company to effectively protect its proprietary information, each of the POM Founders undertakes that, during the Non-Compete Period, such POM Founder will not, in Israel, Europe and North-America, directly or indirectly, as owner, employee, (sales) agent, or in any capacity whatsoever engage in, become financially interested in, be employed by or render services to any business or venture that is active in the Field, except for any non-commercial engagement in such activities for academic institutions or governmental agencies.
 
For purposes of this Agreement, the “Non-Compete Period” shall mean, with respect to a POM Founder, so long as such POM Founder is engaged by the Company pursuant to a services agreement or an employment agreement (directly or, as the case may be, via their management company) and (i) for a period of twelve (12) months thereafter, in case of termination of such POM Founder as Early Leaver or Bad Leaver, or (ii) for a period of four (4) months thereafter, in case of termination of such POM Founder as Good Leaver, as the case may be.
 
7.4.
Non-Solicitation
 
Each of the POM Founders agrees and undertakes that, during the Non-Compete Period, such POM Founder will not, directly or indirectly, including personally or in any business in which such POM Founder is an officer, director or shareholder, for any purpose or in any place solicit (i) for employment, any person employed by the Company (or retained by the Company as a consultant or service provider) on the date of such termination or during the preceding twelve (12) months, for competing with any activities in the Field, and (ii) the business of any customer of the Company for the purpose of offering services or products in the Field.
 
8.
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
 
Each of the Sellers, on a several and not joint basis, hereby represents and warrants to the Purchaser that the representations set forth in this Section 8 (the “Sellers’ Representations”) are true and accurate as of the Closing Date:
 
8.1.
Such Seller has all necessary power and capacity to enter into this Agreement and to carry out its/his obligations hereunder and to consummate the transactions set forth herein.
 
8.2.
The execution and delivery of this Agreement has been fully authorized by such Seller and is enforceable against such Seller in accordance with their terms. This Agreement constitutes a valid and legally binding obligation of such Seller.
 
8.3.
Such Seller is the legal and beneficial owner of the number of Shares set forth opposite to its name in Section 9.2(c) of the Disclosure Schedule.
 
8.4.
Past transfers of any Shares by the relevant Seller have been performed by such Seller in compliance with the share transfer restrictions set forth in the articles of association of the Company and the Shareholders’ Agreement.
 
9.
REPRESENTATIONS AND WARRANTIES OF THE POM FOUNDERS
 
Each of the POM Founders, on a several and not joint basis, hereby represents and warrants to the Purchaser that the representations set forth in this Section 9 (the “POM Representations”) are true and accurate as of the Closing Date, or, as the case may be, any such earlier date as of which any such POM Representation is expressly made, except as Disclosed to the Purchaser in (i) the Data Room, (ii) the Disclosure Schedule, (iii) all information which is, on the Closing Date, contained in the Company’s records at the Crossroads Bank of Enterprises (Kruispuntbank van Ondernemingen), and the publications made by the Company in the Annexes to the Belgian Official Gazette, and (iv) any matter which is disclosed in this Agreement (including any of the Appendices) (the “Disclosed Information”), it being specified for the avoidance of doubt that any of the disclosures included in the Disclosed Information relating to a given POM Representation is deemed to be made against all other POM Representations.
 
Each of the POM Representations is separate and independent and the Purchaser shall have a separate right of action in respect of each breach of the POM Representations. However, if the same action, fact or event can lead to indemnification under several paragraphs of the POM Representations, the Purchaser can only be indemnified once.
 
The Purchaser acknowledges and agrees that it (i) has had an opportunity to conduct a due diligence investigation with respect to the Company, and its business, operations, assets, liabilities and financial condition (including, but not limited to such information made available in answers to questions and in interviews and presentations), (ii) has satisfied itself in relation to matters arising from such investigation, and (iii) has, irrespective of whether or not such investigation was as full or exhaustive as the Purchaser would have wished, it has nevertheless independently and without benefit of any inducement, representations or warranty (other than the POM Representations, thereby giving full effect to the Disclosed Information) determined to enter into this Agreement. Meat-Tech and the Purchaser each declare, on the date of this Agreement and on the Closing Date, that they are not aware of any fact or circumstance that breaches any POM Representations on the date hereof (other than the information disclosed in the Disclosed Information) which would entitle the Purchaser to a claim against the POM Founders.
 
Without limiting the generality of the foregoing, and except for the POM Representations, the Purchaser shall have no claim or right to recovery pursuant to this Agreement, and none of the POM Founders or any other person shall have or be subject to any liability to the Purchaser, or any other person, with respect any projections, forecasts, estimates, plans of future revenue, or expenditures, future results of operations (or any component thereof), future cash flows (or any component thereof) or future financial condition (or any component thereof) of the Company or the future business, operations or affairs of the Company heretofore or hereafter delivered to or made available to the Purchaser or its representatives or affiliates.
 
The Purchaser declares that it is not aware of any fact or circumstances that breach(es) any of the Sellers’ Representations or the POM Representations on the date of this Agreement, and on the Closing Date (other than the information Disclosed in the Disclosed Information) which would entitle the Purchaser to a Claim against the Sellers or the POM Founders, as applicable. In this regard, the Purchaser has not prepared a notice of a Claim and has no present intention to deliver a notice of Claim in respect of any breach of the Sellers’ Representations or the POM Representations or a breach of any covenants of the Sellers under this Agreement.
 
9.1.
Organization, Good Standing, Corporate Power and Qualification.  The Company is a corporation duly organized, validly existing and in good standing under the Laws of Belgium and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
 
9.2.
Capitalization.
 

(a)
The equity of the Company consists, immediately prior to the Closing Date, of one million one hundred and eighty-seven thousand nine hundred and sixty-three (1,178,963) shares, no par value per share (the “POM Shares”), which are issued and outstanding immediately prior to the Closing. All of the outstanding POM Shares have been duly authorized, are fully paid and were issued in compliance with all applicable securities Laws. The Company holds no POM Shares in its treasury.
 

(b)
The Company has not reserved any shares or other securities under any type of officers, directors, employees and consultants incentive scheme.
 

(c)
Section 9.2(c) of the Disclosure Schedule sets forth the capitalization of the Company on the date of this Agreement and immediately prior to the Closing Date. Except for the securities and rights described in Section 9.2(c) of the Disclosure Schedule, there are no outstanding options, subscription rights, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares, or any securities convertible into or exchangeable for shares.
 
9.3.
Subsidiaries.  The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.
 
9.4.
Governmental Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any state or local governmental authority is required on the part of the Company in connection with the consummation of the Transaction, except for filings pursuant to applicable securities Laws, which have been made or will be made in a timely manner.
 
9.5.
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the POM Founders’ Best Knowledge, currently threatened (i) against the Company or any officer, director or each of the POM Founders arising out of their employment or board relationship with the Company; or (ii) to the POM Founders’ Best Knowledge, that questions the right of the Sellers to enter into this Agreement, or to consummate the Transaction; or (iii) to the POM Founders’ Best Knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither the Company nor, to the POM Founders’ Best Knowledge, any of its officers, directors or each of the POM Founders are a party or are named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
 
9.6.
Intellectual Property
 

(a)
The Company owns, possesses, has the right to use or can acquire on commercially reasonable terms sufficient legal rights to all POM Intellectual Property without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person.
 

(b)
To the POM Founders’ Best Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
 

(c)
Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to POM Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person.
 

(d)
The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business.
 

(e)
To the POM Founders' Best Knowledge, each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of their employment or consulting relationship with the Company that (i) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the Company’s business as then conducted, (ii) were developed with the use of any of the Company’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for the Company. The use of any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by the Company is not required for the Company’s business as now conducted, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.
 

(f)
Section 9.6(f) of the Disclosure Schedule lists all patents, patent applications, registered trademarks, trademark applications and under any of the foregoing, in each case owned by POM.  
 

(g)
No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any POM Intellectual Property, other than as set forth in Section 9.6(g) of the Disclosure Schedule. No person who was involved in, or who contributed to, the creation or development of any POM Intellectual Property, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect the Company’s rights in POM Intellectual Property.
 

(h)
To the POM Founders' Best Knowledge, no employee, supplier or consultant has knowingly used the trade secrets of any third party during their engagement with the Company.
 
9.7.
Compliance with Other Instruments. The Company is not in violation or default (i) of any provisions of its articles of association, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the Transaction will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, or decree; or (ii) an event which results in the creation of any Encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
 
9.8.
Agreements; Actions.
 

(a)
There are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, or (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
 

(b)
The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to its shares, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of one hundred thousand Euros (€ 100,000) or in excess of five hundred thousand Euros (€ 500,000) in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 9.8, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person (including persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such section.
 

(c)
The Company is not a guarantor or indemnitor of any indebtedness of any other person.
 
9.9.
Certain Transactions.
 

(a)
Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Company’s board of directors, (iii) the service agreement or employment agreement between each of the the POM Founders and the Company, as applicable, and (iv) this Agreement, there are no outstanding agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or each of the POM Founders.
 

(b)
The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.
 
None of the Company’s directors, officers or employees, or any members of their immediate families, are, directly or indirectly, indebted to the Company or have any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company, or financial interest in any contract with the Company. 
 
9.10.
Rights of Registration and Voting Rights. To the POM Founders’ Best Knowledge, no Seller has entered into any agreements with respect to the voting rights of POM Shares, except for the Shareholders’ Agreement.
 
9.11.
Property. The property and assets that the Company owns are free and clear of all Encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and Encumbrances that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and holds a valid leasehold interest free of any Encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.
 
9.12.
Financial Statements. The Company shall have delivered to the Purchaser on the Closing Date its unaudited financial statements for the fiscal year ended on February 29, 2020 and the Locked Box Accounts (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with Belgian GAAP applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP.
 
To the POM Founders’ Best Knowledge, the Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to the Locked Box Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.
 
9.13.
Changes.  Since the Locked Box Date, there has not been, except in the ordinary course of business:
 

(a)
any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements that have caused, in the aggregate, a Material Adverse Effect;
 

(b)
any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
 

(c)
any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
 

(d)
any satisfaction or discharge of any Encumbrance or payment of any obligation by the Company, the satisfaction or discharge of which would not have a Material Adverse Effect;
 

(e)
any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
 

(f)
any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
 

(g)
any resignation or termination of employment of any officer or key employee of the Company;
 

(h)
any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
 

(i)
any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances;
 

(j)
any declaration, setting aside or payment or other distribution in respect of any of the POM Shares, or any direct or indirect purchase, or other acquisition of any of such POM Shares by the Company;
 

(k)
any sale, assignment or transfer of any POM Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
 

(l)
any arrangement or commitment by the Company to do any of the things described in this Section 9.13.
 
9.14.
Employees.
 

(a)
To the POM Founders’ Best Knowledge, none of the Company’s employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.
 

(b)
To the POM Founders’ Best Knowledge, the Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
 

(c)
The employment agreements between the Company on the one hand and its employees on the other hand do not provide for a termination notice or an indemnity in lieu of notice which is more favorable to the relevant employee than the notice or indemnity provided by law. The Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.
 

(d)
The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the POM Founders’ Best Knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.
 

(e)
None of the POM Founders or directors of the Company have been (i) subject to voluntary or involuntary petition under the federal bankruptcy Laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company.
 

(f)
Each current and former employee, consultant and officer of the Company has executed an employment or service agreement with the Company containing appropriate confidentiality and proprietary information clauses. No current or former employee has excluded works or inventions from his or her assignment of inventions pursuant to such employee’s employment or service agreement. Each current and former employee are subject to customary non-competition and non-solicitation obligations, as the case may be and to the extent permitted under applicable Laws. The POM Founders are not aware that any of the Company’s employees are in violation of any obligations as described in this Section.
 
9.15.
Tax Returns and Payments. There are no state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable state, local or foreign governmental agency. The Company has duly and timely filed all state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
 
9.16.
Insurance. To the POM Founders’ Best Knowledge, the Company has in full force and effect insurance policies concerning such casualties as would be reasonable and customary for start-ups in the same stage as the Company, with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.
 
9.17.
Permits. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which could have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.
 
9.18.
Corporate Documents. The deed of incorporation and the articles of association of the Company as of the Closing Date are in the form provided to the Purchaser. To the POM Founders’ Best Knowledge, the copy of the minutes of the Company provided to the Purchaser contains minutes of all resolutions of directors and shareholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and shareholders of the Company.
 
9.19.
Disclosure.  No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosed Information, contains, to the POM Founders’ Best Knowledge, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
 
10.
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND MEAT-TECH.
 
The Purchaser and Meat-Tech hereby severally and jointly represent and warrant to the Sellers that the representations set forth in this Section 10 (the “Meat-Tech Representations”) are true and accurate as of the Closing Date, or, as the case may be, any such earlier date as of which any such Meat-Tech Representation is expressly made.
 
The Purchaser and Meat-Tech undertake to severally and jointly indemnify the Sellers for any and all Losses incurred by the Seller, arising from any breach of the Meat-Tech Representations.
 
10.1.
Organization, Good Standing, Corporate Power and Qualification. Meat-Tech is a corporation duly organized, validly existing and in good standing under the laws of Israel and has all requisite corporate power and authority to carry on its business as now conducted. Meat-Tech is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.
 
10.2.
Experience. Meat-Tech has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of the Shares and is able to bear the economics risks of acquiring the Shares and holding them for a substantial period of time.
 
10.3.
Authorization. Meat-Tech has full power and authority to enter into this Agreement, for itself and on behalf of the Purchaser. The Agreement and its ancillaries to which Meat-Tech and/or the Purchaser are a party, when executed and delivered by Meat-Tech and/or the Purchaser, will constitute valid and legally binding obligations of Meat-Tech and the Purchaser. Meat-Tech and the Purchaser have obtained all corporate approvals required for the execution and delivery of this Agreement and the consummation of the Transactions.
 
10.4.
Purchase Entirely for Own Account. Meat-Tech hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent.
 
10.5.
Capitalization. ) Except for the securities and rights listed on TASE, there are no outstanding options, subscription rights, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from Meat-Tech any shares, or any securities convertible into or exchangeable for shares. All of the outstanding securities of Meat-Tech have been duly authorized, are fully paid and were issued in compliance with all applicable securities laws. Meat-Tech holds no securities in its treasury.
 
10.6.
Subsidiaries.  Except for a wholly owned private company subsidiary incorporated under the laws of Israel, Chicken Meat-Tech Ltd., and the Purchaser, Meat-Tech does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Meat-Tech is not a participant in any joint venture, partnership or similar arrangement. Without prejudice to any other provisions of this Agreement, the Purchaser confirms having the intention to start and develop further operations in Belgium as active shareholder of the Company. In order to do so, the Purchaser confirms that he will allocate sufficient resources (including but not limited to premises, staff, a.o.) to the extent reasonably possible, to deploy these activities.
 
10.7.
Valid Issuance of Shares. The Meat-Tech Shares, when delivered in accordance with the terms and conditions set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer except as set forth herein and regulatory lock-ups under –applicable law which shall apply to the Closing Shares and the Earn-out Shares commencing on the Closing Date. There will be no securities of Meat-Tech ranking senior to the Meat-Tech Shares in terms of liquidation preference, redemption and dividends or other preferred rights. Upon satisfaction of the conditions set forth in this Agreement pursuant to which the Earn-out Shares underlying the Rights will be issued, the Sellers will not be required to pay any additional consideration to receive the Earn-out Shares, and in the event any payment is required to be made, Meat-Tech shall indemnify and reimburse the Sellers for any such amounts (including Tax gross-up if applicable). The issuance of the Closing Shares, the Rights and the Earn-out Shares does not require Meat-Tech to file any sort of offering documents according to the Israeli Securities Law, other than a private allocation report that will be filed up to seven (7) days following the date of this Agreement.
 
10.8.
Governmental and Other Consents and Filings. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any state or local governmental authority or any third party is required on the part of the Purchaser and/or Meat-Tech in connection with the consummation of the Transaction, except for filings pursuant to applicable securities Laws and as set forth in this Agreement, which shall have been made in a timely manner prior to Closing.
 
10.9.
Litigation. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or Meat-Tech’s Best Knowledge (i) against Meat-Tech or the Purchaser or any officer or director thereof arising out of their employment or board relationship with Meat-Tech or the Purchaser; or (ii) to Meat-Tech’s Best Knowledge, that questions the right of Meat-Tech or the Purchaser to enter into this Agreement, or to consummate the Transaction; or (iii) to Meat-Tech’s Best Knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Neither Meat-Tech or the Purchaser nor, to Meat-Tech’s Best Knowledge, any of its officers or directors are a party or are named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by Meat-Tech or the Purchaser pending or which the Meat-Tech or the Purchaser intend to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to Meat-Tech or the Purchaser) involving the prior employment of any of the Meat-Tech’s or the Purchaser’s employees, their services provided in connection with Meat-Tech’s or the Purchaser’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.
 
10.10.
Intellectual Property
 

(a)
Meat-Tech owns, possesses, has the right to use or can acquire on commercially reasonable terms sufficient legal rights to all Meat-Tech Intellectual Property without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. Meat-Tech has not received any communications alleging that Meat-Tech has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other person.
 

(b)
To Meat-Tech’s Best Knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by Meat-Tech violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.
 

(c)
Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to Meat-Tech Intellectual Property, nor is Meat-Tech bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person.
 

(d)
To Meat-Tech’s Best Knowledge, each employee and consultant has assigned to Meat-Tech all intellectual property rights he or she owns that are related to Meat-Tech’s business as now conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of their employment or consulting relationship with Meat-Tech that (i) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to Meat-Tech’s business as then conducted, (ii) were developed with the use of any of Meat-Tech’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for Meat-Tech. The use of any inventions of any of its employees or consultants (or persons it currently intends to hire) made prior to their employment by Meat-Tech is not required for Meat-Tech’s business as now conducted, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.
 

(e)
No government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any POM Intellectual Property. No person who was involved in, or who contributed to, the creation or development of any POM Intellectual Property, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Meat-Tech’s rights in Meat-Tech Intellectual Property.
 
10.11.
Compliance with Other Instruments. Meat-Tech nor the Purchaser are in violation or default (i) of any provisions of its articles of association, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) of any provision of federal or state statute, rule or regulation applicable to them, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the Transaction will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, or decree; or (ii) an event which results in the creation of any Encumbrance upon any assets of Meat-Tech or the Purchaser or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to Meat-Tech or the Purchaser.
 
10.12.
Agreements; Actions.
 

(a)
Except for an agreement with Adom Group, there are no agreements, understandings, instruments, contracts or proposed transactions to which Meat-Tech or the Purchaser are a party or by which they are bound that involve (i) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from Meat-Tech or the Purchaser, or (ii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other person that limit Meat-Tech’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
 

(b)
Meat-Tech has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to its shares, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of one hundred thousand Euros (€ 100,000) or in excess of five hundred thousand Euros (€ 500,000) in the aggregate, (iii) made any loans or advances to any person, other than ordinary advances for business expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than in the ordinary course of business. For the purposes of (a) and (b) of this Section 10.12, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person (including persons Meat-Tech or the Purchaser has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such section.
 

(c)
Neither Meat-Tech nor the Purchaser are a guarantor or indemnitor of any indebtedness of any other person.
 
10.13.
Certain Transactions.
 

(a)
Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by Meat-Tech’s board of directors, (iii) the service agreements between Meat-Tech’s executive directors and Meat-Tech, and (iv) this Agreement, there are no outstanding agreements, understandings or proposed transactions between Meat-Tech and any of its officers or directors .
 

(b)
Neither Meat-Tech nor the Purchaser are indebted, directly or indirectly, to any of their directors, officers or employees or to their respective spouses or children of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees.
 

(c)
None of Meat-Tech’s or the Purchaser’s directors, officers or employees, or any members of their immediate families, are, directly or indirectly, indebted to Meat-Tech or the Purchaser, other than in the ordinary course of business.
 
10.14.
Financial Statements. Meat-Tech shall have delivered to Sellers on the Closing Date an unofficial English translation of its audited financial statements for the fiscal year ended on December 31, 2019 and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of the Locked Box Date (collectively, the “Meat-Tech Financial Statements”). The Meat-Tech Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated, except that the unaudited Meat-Tech Financial Statements are not required to contain all footnotes required by IFRS.
 
To Meat-Tech’s Best Knowledge, the Meat-Tech Financial Statements fairly present in all material respects the financial condition and operating results of Meat-Tech as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Meat-Tech Financial Statements to normal year-end audit adjustments. Except as set forth in the Meat-Tech Financial Statements, Meat-Tech has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business since the Locked Box Date; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under IFRS to be reflected in the Meat-Tech Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. Meat-Tech maintains and will continue to maintain a standard system of accounting established and administered in accordance with IFRS.
 
10.15.
Property. The property and assets that Meat-Tech or the Purchaser own are free and clear of all Encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and Encumbrances that arise in the ordinary course of business and do not materially impair Meat-Tech’s or the Purchaser’s ownership or use of such property or assets. With respect to the property and assets it leases, Meat-Tech or the Purchaser are in compliance with such leases and holds a valid leasehold interest free of any Encumbrances other than those of the lessors of such property or assets. Meat-Tech nor the Purchaser own any real property.
 
10.16.
Changes.  Since the Locked Box Date, there has not been, except in the ordinary course of business:
 

(a)
any change in the assets, liabilities, financial condition or operating results of Meat-Tech from that reflected in the Meat-Tech Financial Statements that have caused, in the aggregate, a Material Adverse Effect;
 

(b)
any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
 

(c)
any waiver or compromise by Meat-Tech of a valuable right or of a material debt owed to it;
 

(d)
any satisfaction or discharge of any Encumbrance or payment of any obligation by Meat-Tech;
 

(e)
any resignation or termination of employment of any officer or key employee of Meat-Tech;
 

(f)
any mortgage, pledge, transfer of a security interest in, or lien, created by Meat-Tech, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair Meat-Tech’s ownership or use of such property or assets;
 

(g)
any loans or guarantees made by Meat-Tech to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances;
 

(h)
any sale, assignment or transfer of any Meat-Tech Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
 

(i)
any arrangement or commitment by Meat-Tech to do any of the things described in this Section 10.16.
 
10.17.
Employees.
 

(a)
To Meat-Tech’s Best Knowledge, none of Meat-Tech’s or the Purchaser’s employees are obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of Meat-Tech or the Purchaser or that would conflict with Meat-Tech’s or the Purchaser’s business. Neither the execution or delivery of this Agreement, nor the carrying on of Meat-Tech’s or the Purchaser’s business by the employees of Meat-Tech or the Purchaser, nor the conduct of the Meat-Tech’s or the Purchaser’s business as now conducted, will conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.
 

(b)
To Meat-Tech’s Best Knowledge, Meat-Tech nor the Purchaser are delinquent in payments to any of their employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. Meat-Tech and the Purchaser have complied in all material respects with all applicable state and federal equal employment opportunity Laws and with other Laws related to employment, including those related to wages, hours, worker classification and collective bargaining. Meat-Tech and the Purchaser have withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from their employees and are not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.
 

(c)
Neither Meat-Tech nor the Purchaser is bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of Meat-Tech, has sought to represent any of the employees, representatives or agents of Meat-Tech or the Purchaser. There is no strike or other labor dispute involving Meat-Tech or the Purchaser pending, or to Meat-Tech’s Best Knowledge, threatened, which could have a Material Adverse Effect, nor is Meat-Tech aware of any labor organization activity involving its employees.
 

(d)
None of the directors of Meat-Tech or the Purchaser have been (i) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company.
 
10.18.
Tax Returns and Payments. There are no state, county, local or foreign taxes due and payable by Meat-Tech or the Purchaser which have not been timely paid. There are no accrued and unpaid state, country, local or foreign taxes of Meat-Tech or the Purchaser which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable state, local or foreign governmental agency. Meat-Tech and the Purchaser have duly and timely filed all state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.
 
10.19.
Insurance. To Meat-Tech’s Best Knowledge, Meat-Tech and the Purchaser have in full force and effect insurance policies concerning such casualties as would be reasonable and customary for companies like Meat-Tech and the Purchaser, with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.
 
10.20.
Permits. Meat-Tech and the Purchaser have all franchises, permits, licenses and any similar authority necessary for the conduct of its business as now conducted, the lack of which could have a Material Adverse Effect. Meat-Tech nor the Purchaser are in default in any material respect under any of such franchises, permits, licenses or other similar authority.
 
10.21.
Corporate Documents. The deed of incorporation and the articles of association of Meat-Tech and the Purchaser as of the Closing Date are in the form provided to the Sellers.
 
10.22.
Disclosure. No representation or warranty of Meat-Tech or the Purchaser contained in this Agreement, contains, to Meat-Tech’s Best Knowledge, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made.
 
11.
INDEMNIFICATION AND LIMITATION
 
11.1.
Sellers’ Representations
 
11.1.1.
Indemnification
 
Subject to the limitations set out in this Section 11, a Seller shall be liable, on an individual basis, for any loss, liabilities, costs and expenses (including reasonable attorney’s fees and disbursements, however, excluding any punitive damages, any indirect, special, incidental, consequential or other damages, including but not limited to loss of turnover, profit, contracts or goodwill, loss of data, reputational or other commercial damage) (“Losses”) caused by (a) any Sellers’ Representation made by such Seller being untrue or inaccurate, or (b) any breach or violation of, or failure to perform, any covenant, agreement, undertaking or obligation of such Seller set forth in this Agreement, incurred or suffered by the Purchaser or the Company. It follows that each Seller, on an individual basis, and subject to the limitations set out in this Section 11, will indemnify, defend and hold harmless, on a euro for euro basis, the Purchaser, or, if the Purchaser so chooses, the Company (individually a “Purchaser Indemnified Party” and collectively the “Purchaser Indemnified Parties”) from and against any and all Losses that any Purchaser Indemnified Party may suffer or incur in accordance with this Section 11.1.1.
 
11.1.2.
Time limitations
 
No Seller shall be liable or shall have an obligation to indemnify the Purchaser Indemnified Parties in respect of any Claim for breach of any Sellers’ Representation unless a notice of the Claim is given by the Purchaser to the relevant Seller in accordance with Section 12.1, by the date which is ninety (90) days following the expiration of the applicable statute of limitations, except for the Sellers’ Representation made under Section 8.3, which shall survive in perpetuity.
 
11.1.3.
Financial limitations
 
The maximum aggregate liability of each Seller in respect of a Claim for breach of any Sellers’ Representations by such Seller shall not exceed its Pro Rata Portion of the effectively paid portion of the Purchase Price (including, for the avoidance of doubt, any portion(s) of the Earn-out Amount, to be included if and when earned) (the “Effectively Paid Portion of the Purchase Price”).
 
11.2.
POM Representations
 
11.2.1.
Indemnification
 
Subject to the limitations set out in this Section 11, the POM Founders shall be liable, on a several and not joint basis, for any Losses, caused by any POM Representation being untrue or inaccurate, incurred or suffered by any of the Purchaser Indemnified Parties. It follows that each POM Founder, on a several and not joint basis, and subject to the limitations set out in this Section 11, will indemnify, defend and hold harmless, on a euro for euro basis the Purchaser Indemnified Parties from and against any and all Losses that any Purchaser Indemnified Party may suffer or incur in accordance with this Section 11.2.1.
 
11.2.2.
Time limitations
 
The POM Founders shall not be liable and shall have no obligation to indemnify the Purchaser Indemnified Parties in respect of any Claim for breach of any POM Representation unless a notice of the Claim is given by the Purchaser to the POM Founders, in accordance with Section 12.1:
 

(a)
by the date which is ninety (90) days following the expiration of the applicable statute of limitations in respect of any Claim for breach of any of the Fundamental Representations;
 

(b)
by the date which is eighteen (18) months following the Closing Date in respect of any Claim for breach of any of the General Representations; and
 

(c)
by the date which is twenty-four (24) months following the Closing Date in respect of any Claim for breach of any of the IP Representations.
 
11.2.3.
Financial limitations
 

(a)
De Minimis
 
The POM Founders shall have no obligation to indemnify the Purchaser Indemnified Parties in respect of any Claim, if the Losses of which that Claim is made, amount to less than point one percent (0.1%) of the effectively paid portion of the Purchase Price. If several Claims arise from, or are caused by, the same or similar matters or circumstances, and the aggregate amount of Losses in respect of which those Claims are made is equal to or exceeds point one percent (0.1%) of the effectively paid portion of the Purchase Price, such Losses shall be aggregated to determine whether the De Minimis threshold set forth in this Section 11.2.3(a), is reached.
 

(b)
Tipping Basket
 
The POM Founders shall not be liable in respect of any Claim unless the aggregate amount of all Claims exceeds one percent (1%) of the effectively paid portion of the Purchase Price, in which case the whole amount (and not only the excess) may be recovered.
 

(c)
Cap
 
The maximum aggregate liability for each of the POM Founders in respect of any Claims shall not exceed:
 

(a)
their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the Fundamental Representations;
 

(b)
twenty-five percent (25%) of their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the IP Representations; and
 

(c)
ten percent (10%) of their Pro Rata Portion of the Effectively Paid Portion of the Purchase Price in respect of any Claim for breach of any of the General Representations.
 
11.3.
Exclusion
 
The Sellers shall not be liable in respect of a Claim for breach of any of the Representations if and to the extent that the matter or circumstance giving rise to that Claim:
 

(a)
was Disclosed to the Purchaser in the Disclosed Information;
 

(b)
was taken into account in the Locked Box Accounts;
 

(c)
would not have arisen but for a change in the valuation rules or accounting policies adopted by the Company after Closing;
 

(d)
any action of the Purchaser after Closing done otherwise than in the ordinary course of business of the Company and in the knowledge that such action might reasonably be expected to give rise to, or increase the extent of, a Claim under this Section 11; or
 

(e)
would not have arisen but for a change in Laws or regulations applicable to the Purchaser after Closing.
 
11.4.
Other limitations
 
Losses incurred by the Company will be deemed to have been incurred by the Purchaser in the same amount.
 
A breach of a Representation that does not result in any Loss or that can be remedied without any Loss, will not give rise to indemnification.
 
In addition, the amount of the Losses eventually due by the Sellers shall be reduced:
 

(a)
by the amount of indemnification or other recoveries paid by the insurance companies or by any third parties to the Purchaser Indemnified Parties which the latter have received in connection with the circumstance which has originated the Claim; and
 

(b)
by the realized tax saving, if any, resulting in an effective reduction of Taxes payable to any Tax Authority by the Purchaser Indemnified Parties arising from Losses in respect of which the Claim has been made, which it would not have received or made but for the circumstances giving rise to the Claim.
 
Without prejudice to the rights of the Purchaser under the terms of this Agreement, in the event the Purchaser is entitled to recover from any third party (including, without limitation, insurance providers) a sum which indemnifies or compensates the Purchaser (in whole or in part) in respect of any Claim for which the Sellers would be liable under this Agreement, the Purchaser shall use reasonable best commercial efforts to attempt to recover such Claim from such third party.
 
The Purchaser Indemnified Parties shall not be entitled to recover from the Sellers under this Agreement, more than once in respect of the same Losses suffered.
 
11.5.
No limitation of liability
 
Nothing in this Agreement (including, for the avoidance of doubt, any financial limitations or time limitations) qualifies or limits the liability of a Seller in relation to any Claim attributable to fraud or intentional misconduct on the part of such Seller. In the event of fraud or intentional misconduct by a Seller, only such Seller’s liability shall not be limited. For the avoidance of doubt, it is acknowledged and agreed that in the event of fraud or intentional misconduct by a Seller, only such Seller shall be liable with respect to such fraud or intentional misconduct and none of the other Sellers shall incur or be liable for any Losses in this respect and the Purchaser shall not seek to recover any such Losses from any other Seller.
 
11.6.
Mitigation of Losses
 
Nothing in this Agreement shall be deemed to relieve the Purchaser from any duty under article 1134, §3 of the Belgian Civil Code (or any similar provision under applicable law) to mitigate any Losses incurred by it as a result of any matter or circumstance giving rise to a Claim under this Agreement against the Sellers, provided that the foregoing shall not prevent the Purchaser to cause the Company to comply with any applicable law at any time following Closing or remedy any prior non-compliance, if any, and such action by the Purchaser or the Company required to comply with any applicable law at any time following Closing, or to remedy any prior non-compliance, shall not as such reduce or constitute an element of defense against the liability of the Sellers under this Agreement.
 
11.7.
Indemnification via Meat-Tech Shares
 
Any indemnification due by a Seller to the Purchaser Indemnified Parties shall consist of (i) cash, up to fifty percent (50%) of the relevant Seller’s liability in relation to the relevant Claim, and (ii) for the remaining fifty percent (50%), at the sole discretion of such Seller, either in cash or in Meat-Tech Shares owned by such Seller (with all relevant restrictions that will still apply on the relevant Meat-Tech Shares at that time). Should one or more of the Sellers elect to indemnify the Purchaser Indemnified Parties by the transfer of Meat-Tech Shares, such Meat-Tech Shares shall be valued at the Fair Market Value at the point in time on which the Claim is made.
 
11.8.
Meat-Tech Representations
 
The Purchaser and Meat-Tech shall be liable, on a several and joint basis, for any Losses, incurred or suffered by any of the Sellers caused by any Meat-Tech Representation being untrue or inaccurate or any individual breach of the Purchaser’s or Meat-Tech’s obligations, undertakings and covenants under this Agreement. It follows that the Purchaser and Meat-Tech, on a several and joint basis, and subject to the limitations set out in this Section 11.8 will indemnify, defend and hold harmless, on a euro for euro basis the Sellers from and against any and all Losses that any Seller may suffer or incur in accordance with this Section 11.8. The Purchaser and Meat-Tech shall have no obligation to indemnify the Sellers unless a written notice is given by the Sellers’ Representative to the Purchaser within the later of (i) five (5) years as from the Closing Date and (ii) ninety (90) days following the expiration of the applicable statute of limitations.
 
12.
CLAIMS BY THE PURCHASER
 
12.1.
If the Purchaser becomes aware of a matter or circumstance which gives rise, or may give rise to, a Claim, the Purchaser shall give notice to the Sellers’ Representative, and, to the extent the Claim relates to the breach of a Sellers’ Representation, to the relevant Seller, specifying the relevant facts within sixty (60) Business Days after it becomes aware of that matter or circumstance, under penalty of forfeiture. Such notice shall set out the details of the specific actions, facts or events in respect of which the Claim is made, together with a with a first estimate of the amount of Losses which are the subject of the Claim. The notice shall enclose a copy of all documents establishing the basis of the Claim insofar as reasonably available. For the avoidance of doubt, any failure by the Purchaser to give notice as contemplated by this Section 12 in relation to any matter or circumstance shall result in the automatic and irrevocable forfeiture by the Purchaser of its rights in relation to such Claim.
 
12.2.
In the event that the Sellers’ Representative does not notify the Purchaser of the fact that the relevant Seller(s) dispute the Claim within thirty (30) Business Days of receipt of the notice, the relevant Seller(s) shall be deemed to have accepted liability for the amount as mentioned in such notice.
 
12.3.
If the Sellers’ Representative and the Purchaser are unable to reach an agreement on the amount of the Losses to be indemnified by the relevant Seller(s) within thirty (30) Business Days following notification of the Sellers’ objections, the matter shall be decided in accordance with Section 16.11.
 
Any Claim notified pursuant to Section 12.1, shall (if it has not been previously satisfied, settled or withdrawn) be deemed to be withdrawn six (6) months after the objection notice is sent by the Sellers’ Representative, unless the Purchaser has taken all necessary actions to submit the matter to arbitration in accordance with Section 16.11.
 
12.4.
In connection with any Claim made by the Purchaser, the Purchaser shall, and shall cause the Company to, allow the Sellers and their advisors to investigate the actions, facts or events alleged to give rise to such Claim and whether, and to what extent, any amount is payable in respect of such Claim.
 
12.5.
If the Sellers have accepted or are deemed to have accepted the amount of the Losses claimed by the Purchaser pursuant to Section 12.1, or if the Sellers and the Purchaser have agreed another amount in this respect, the Sellers shall pay such amount to the Purchaser, within ten (10) Business Days as of such acceptance or agreement.
 
12.6.
If the matter giving rise to a Claim has been decided by arbitration, the Sellers shall pay any amount due to the Purchaser including any interest, within ten (10) Business Days as of the decision ordering the Sellers to make such payment (or on any other date as may be decided by the arbitration panel, whichever is the earlier).
 
12.7.
The Sellers shall not be liable under this Agreement in respect of any Claim in respect of any liability which is contingent unless and until such contingent liability becomes an actual liability and is therefore due and payable. For the avoidance of doubt, this will not prevent the Purchaser from validly introducing a Claim for any contingent liability prior to the relevant time limitation lapsing.
 
13.
THIRD PARTY CLAIMS
 
13.1.
If a Claim notified by the Purchaser to the Sellers’ Representative in accordance with Section 12 arises as a result of, or in connection with, a claim or liability or alleged liability of the Company to a third party (a “Third Party Claim”), then, until any final compromise, agreement, final judgment or award by a competent court or arbitral tribunal in respect of the Claim is made in respect of that Third Party Claim or that Third Party Claim is otherwise finally disposed of:
 

13.1.1.
the Purchaser shall, and shall procure that the Company shall, provide the Sellers’ Representative with copies of all documents relating to the Third Party Claim as the Sellers’ Representative may reasonably request, subject to the Sellers agreeing to keep all such documents confidential and to use them only for the purpose of dealing with the Third Party Claim;
 

13.1.2.
the Purchaser undertakes to cause the Company to use all reasonable endeavors in the defense of this Third Party Claim, as would be expected of a professional party, and shall ensure that Sellers’ Representative remarks shall be taken into account in so far as such remarks are reasonable and made in the Purchaser’s or the Company’s interest, but shall be allowed to, in its absolute discretion, take such action as it deems necessary to avoid, dispute, deny, defend, resist, appeal, or contest such claim or liability (including, without limitation, making counterclaims or other claims against third parties), subject to regularly informing the Sellers’ Representative thereof; and
 

13.1.3.
the Purchaser shall keep the Sellers’ Representative informed on the status of any Third Party Claim, and consult with the Sellers’ Representative on the proposed defense in relation to such Third Party Claim, and to allow the Sellers’ Representative, to the extent requested by the Sellers, to be present at any and all meetings with the third party concerned.
 
13.2.
The Purchaser (or the Company) shall not enter into any settlement or make any admission of liability in respect of any Third Party Claim without the prior written consent of the Sellers’ Representative. The Purchaser shall promptly notify the Sellers’ Representative of each settlement offer with respect to a Third Party Claim, which it is willing to accept. The Sellers’ Representative shall notify the Purchaser within ten (10) Business Days following receipt of such notice whether or not they are willing to accept the settlement offer. If the Sellers’ Representative consent to a settlement offer of a Third Party Claim, but the Purchaser does not consent to it, the Purchaser may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Sellers with respect to such Third Party Claim shall, subject to the limitations set out in Section 11, not exceed the full amount of such settlement offer, provided that the Sellers shall have wired the entire amount of such settlement offer to the account of the Company or the Purchaser. If the Sellers’ Representative does not consent to any settlement offer of a Third Party Claim, the Purchaser and the Company may continue to contest or defend such Third Party Claim and, in such event, the Sellers shall, subject to the limitations set out in Section 11, be liable to the Purchaser for the full amount of the Losses sustained by the Purchaser or the Company as a result of such Third Party Claim. The Purchaser and/or the Company shall, however, be allowed to make any admission of liability or enter into any settlement agreement or compromise as they consider appropriate if the Sellers’ Representative fail to respond in writing to the Purchaser in accordance with this Section 13.2 within the time limitation set forth herein.
 
13.3.
Subject to the Sellers expressly accepting their full, sole and exclusive liability under this Agreement in respect of a Third Party Claim, they may choose to take over the defense of such Third Party Claim, at their own costs and expenses (including costs of advisors and judicial costs), it being understood, however, that the Sellers’ Representative needs to communicate this decision to the Purchaser within thirty (30) days after they have become aware of the Third Party Claim, and that, in such event, the Purchaser retains the right (but has no obligation) to participate in any such defense and to engage a separate counsel of its choosing at its cost. Notwithstanding the foregoing, the Purchaser may object to such takeover of the defense against a Third Party Claim by the Sellers if, in the Purchaser’s reasonable opinion, this Third Party Claim is (i) commercially sensitive, (ii) involves circumstances or matters dating from after Closing or (iii) if it could have a material impact on the Company’s image or goodwill towards customers or (governmental, Tax or regulatory) authorities. If the Sellers take over the defense against a Third Party Claim in accordance with this Section 13.3, the provisions of Sections 11, 12.1 and 12.2, shall apply mutatis mutandis.
 
14.
MEAT-TECH'S OBLIGATIONS
 
14.1.
Meat-Tech (i) guarantees to the Sellers the performance by the Purchaser of all of the Purchaser's obligations under the Agreement, (ii) shall at all times provide to the Purchaser sufficient financial and other support in order to enable the Purchaser to fulfill any and all of its obligations under the Agreement, including, but not limited to the payment of the Purchase Price to the Sellers, and (iii) undertakes that whenever the Purchaser does not timely pay any amount due under or in connection with this Agreement that Meat-Tech shall immediately on demand pay such amount as if it were the principal obligor.
 
14.2.
Meat-Tech shall be jointly and severally liable with the Purchaser for the performance of the obligations and undertakings of the Purchaser resulting from this Agreement (and shall, for the avoidance of doubt, remain jointly and severally liable when the Purchaser shall be incorporated and shall have taken over and assumed (the obligations and undertakings resulting from) this Agreement in accordance with article 2:2 of the Belgian Code of Companies.
 
15.
SELLERS' REPRESENTATIVE
 
15.1.
The Sellers irrevocably make, constitute and appoint David Brandes and Dirk Standaert acting jointly as the Sellers’ representative to act as their agent and attorney-in-fact (the “Sellers’ Representative”) and authorize and empower them to fulfill the role of the Sellers’ Representative under this Agreement. The Sellers shall only be entitled to replace the Sellers’ Representative by giving written notice to the Purchaser, executed by all the Sellers. The Sellers shall at all times ensure the appointment of a Sellers’ Representative in accordance with this Section 15.
 
15.2.
Each Seller hereby irrevocably makes, constitutes and appoints the Sellers’ Representative as such Seller’s true and lawful attorney and agent, for such Seller and in such Seller’s name, to (a) sign and execute on behalf of such Seller the Trust Agreement and the paying agency agreement to be entered into with the Paying Agent on the Closing Date; (b) receive all notices and communications directed to such Seller under this Agreement and to take such action (or to determine to take no action) with respect thereto as the Sellers’ Representative may deem appropriate as effectively as such Seller could act for himself or itself; (c) to receive and distribute to the Sellers all amounts payable under this Agreement; (d) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Seller could do personally; and (e) to take all actions necessary or appropriate in the judgment of the Sellers’ Representative for the accomplishment of the foregoing. Each Seller hereby ratifies and confirms as his or its own act, all that the Sellers’ Representative will do or cause to be done pursuant to the provisions of this Section 15. All notices and communications directed to the Sellers under this Agreement will be given to the Sellers’ Representative. A decision, act, consent or instruction of the Sellers’ Representative shall constitute a decision of the Sellers’ Representative and of all of the Sellers, and shall be final, binding and conclusive upon each of the Sellers.
 
15.3.
The Purchaser has been advised that the Sellers’ Representative cannot, otherwise than as provided in Section 15.2, without the consent of the Seller so affected, enter into any contract, agreement, arrangement or understanding or execute any document or instrument, that would: (i) affect the calculation of any of the Sellers’ part of the Purchase Price, (ii) adversely impact the financial interests of any of the Sellers as set forth in this Agreement, (iii) impose obligations on any of the Sellers not set forth in this Agreement; or (iv) materially alter the economic terms of the Agreement.
 
15.4.
The Sellers’ Representative shall for all purposes be deemed the sole authorized agent and attorney of each Seller until such time as the agency is terminated. The grant of authority provided for in this Section 15 shall be irrevocable and survives the death, incompetence, bankruptcy or liquidation of each Seller and shall survive the delivery of an assignment by each Seller of the whole or any fraction of its interests in this Agreement.
 
15.5.
The Parties agree that the Sellers’ Representative shall only be appointed as an agent, within the meaning of this Section 15, of the Sellers.
 
16.
MISCELLANEOUS.
 
16.1.
Sole exclusive remedy. Unless explicitly provided otherwise in this Agreement, the indemnification provisions contained in Sections 9, 11, 12 and 13 are intended to provide and shall be the sole and exclusive remedy following the Closing, as to all money damages for any action based upon, arising out of or related to the subject matter of this Agreement, and each Party waives to the fullest extent permitted by Law any other rights and remedies it may have under any applicable Law, and shall therefore not be entitled to rescind this Agreement in any circumstances.
 
16.2.
Release of directors’ liability. The Purchaser agrees and undertakes to vote at the next annual general meeting of shareholders of the Company with all its shares in favor of a resolution releasing the POM Founders in their capacity as the Company’s directors from any liability for general management faults (gewone bestuursfouten) arising from the performance of their respective director’s mandate for the Company during the current financial year.
 
16.3.
Transfer restriction. The Purchaser agrees and undertakes not to directly sell or otherwise transfer all or part of the Shares to any entity established or resident outside of the European Economic Area within a period of twelve (12) months following the Closing Date. In case of a breach by the Purchaser of its obligations under this Section 16.3, the Purchaser shall reimburse to the Seller(s) any losses (including, for the avoidance of doubt, any taxes) effectively incurred by such Seller(s) as a result of such breach.
 
16.4.
Effect of termination. If this Agreement is terminated pursuant to Section 3.3 or 3.8, all rights and obligations of the Parties hereunder shall terminate except for this Section 16.4 and Sections 16.8, 16.9, 16.11, 16.13, 16.14, 16.16 and 16.17, which shall survive the termination of the Agreement.
 
16.5.
No joint and several liability. Where any obligation, representation, warranty, covenant or undertaking in this Agreement is expressed to be made, undertaken or given by the POM Founders or the Sellers, such relevant Parties shall be severally but not jointly (deelbaar en niet hoofdelijk) responsible in respect of it to the Purchaser and each such Party shall only be liable up to such Party’s Pro Rata Portion of the relevant losses. Where any obligation, representation, warranty, covenant or undertaking in this Agreement is expressed to be made, undertaken or given by each POM Founder or Seller individually, each such Party shall be individually responsible in respect of it to the Purchaser.
 
16.6.
Interest on late payments. Interest shall accrue from the date of the notice of default up to the date of payment, at the rate of three percent (3%) per year calculated on the basis of a year of three hundred and sixty-five (365) calendar days. Such interest shall accrue from day to day. Subject to the conditions of section 1154 of the Belgian Civil Code, interest amounts (if unpaid) on an overdue amount will be compounded with that overdue amount at the end of each year that such interest amount remains unpaid (it being understood that the interest remains immediately due and payable).
 
16.7.
Announcements. At any time before the Closing Date, no Party will disclose the existence, subject matter or terms of this Agreement, unless in accordance with Section 16.8 or Section 16.18 or with the prior written approval of the Purchaser and the Sellers’ Representative, which may not be unreasonable withheld or delayed.
 
The Parties shall consult with each other concerning the means by which the Company’s employees, customers, suppliers and others having dealings with the Company shall be informed of this Agreement. The Purchaser shall have the right to be present or represented when any such communication is made.
 
16.8.
Confidentiality.
 

16.8.1.
The terms of this Agreement or any agreements entered into pursuant to this Agreement are confidential, and subject to Section 16.7 and Section 16.18, and unless otherwise provided in this Section, each Party is prohibited from disclosing all or part of this Agreement at any time (including after the Closing Date).
 

16.8.2.
Subject to Section 16.8.3:
 

(a)
Each of the Parties shall treat as strictly confidential and not disclose or use any information received or obtained as a result of entering into this Agreement (or any agreement entered into pursuant to this Agreement) which relates to the negotiations relating to this Agreement (or any agreement entered into pursuant to this Agreement);
 

(b)
The Sellers shall treat as strictly confidential and not disclose or use any information relating to the Company, the Purchaser and/or Meat-Tech following the Closing Date;
 

(c)
The Purchaser and Meat-Tech shall treat as strictly confidential and not disclose or use any information relating to the business, financial and other affairs (including future plans and targets) of the Sellers.
 

16.8.3.
Sections 16.8.1 and 16.8.2 shall however not prohibit disclosure or use of any information if and to the extent that:
 

(a)
The disclosure or use is required by applicable Law, provided that prior to such disclosure or use, the Party concerned shall, to the extent practicable, promptly notify the other Parties of such requirement with a view to providing the other Parties with the opportunity to give its comments (which shall not be unreasonably withheld) regarding such disclosure or use;
 

(b)
The disclosure or use is required for the purpose of complying with the provisions of this Agreement or any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement;
 

(c)
The information is or becomes publicly available (other than by breach of this Agreement);
 

(d)
The other Parties have given their prior written approval to the disclosure or use;
 

(e)
The disclosure to or use by professional advisors or third party suppliers on a “need-to-know” basis and provided that such advisors or suppliers are subject to written confidentiality obligations; or
 

(f)
The information was already in the possession of that Party and is not subject to a confidentiality obligation or restriction in use.
 
16.9.
Costs. Except as otherwise expressly provided in this Agreement, each Party shall bear all costs, fees and expenses borne or incurred by it in connection with the preparation, negotiation, execution and performance of this Agreement and the Transaction.
 
16.10.
Further Assurances. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.
 
16.11.
Governing Law; Jurisdiction. This Agreement is governed by Belgian law. All disputes arising out of or in connection with the Agreement will be finally settled under the CEPANI Rules of Arbitration by three (3) arbitrators appointed in accordance with those Rules. The arbitration procedure will take place in Brussels and will be conducted in English.
 
16.12.
Successors and Assigns; Assignment. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto. None of the rights, privileges, or obligations set forth in, arising under, or created by this Agreement may be assigned or transferred without the prior consent in writing of the Sellers or the Purchaser.
 
16.13.
Entire Agreement; Amendment. This Agreement and the other documents delivered pursuant hereto at the Closing and thereafter constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof (including, for the avoidance of doubt, the non-binding letter of intent entered into between the Company (on behalf of its shareholders) and Meat-Tech on September 9, 2020). Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the Party against whom enforcement of any such amendment, waiver, discharge or termination is sought, except that any provision of this Agreement may be amended, waived or discharged by a writing signed by the Parties, in which case such amendment, waiver or discharge shall obligate all parties to this Agreement.
 
16.14.
Notices. Any notices or other documents to be given hereunder shall be delivered or sent by registered mail or by facsimile or email transmission (with electronic confirmation of delivery) to the addresses or to the facsimile number of the parties hereto set out in this Agreement (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served one (1) Business Day after delivery by courier, four (4) Business Days after delivery by registered mail and one (1) Business Day after facsimile or email transmission and written confirmation receipt of such facsimile.
 
16.15.
Waiver. No failure on the part of any party hereto to exercise, and no delay in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy by any party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. No express written waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof. All remedies, either under this Agreement or by law or otherwise afforded to any holder, shall be cumulative and not alternative.
 
16.16.
Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.
 
16.17.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect and said provision shall be amended as required for it to become legal and enforceable, and this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.
 
16.18.
Publicity. Press release, public statements, advertisement or similar publicity from any party hereunder with respect to the participation of the Company in the Transactions (or any other matter relating to the Company) shall be coordinated with the POM Founders.
 
[Signature Page Follows]
 
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above:
 
/s/ Dirk Standaert
 
/s/ David Brandes
Dirk Standaert
 
/s/ Eva Sommer
 
David Brandes
 
/s/ Paul Mozdziak
Eva Sommer
 
 
 
/s/ Barbara Doerner
 
For Oliver Seaward Consulting LLC
Paul Mozdziak
Managing partner
 
/s/ Benjamin Brudler
For KD Medienagentur und Beteiligungsgesellshaft GmbH
Name:
Capacity:

/s/ Sascha B. Lehmann
 
For Brudler Beteiligungen GmbH
Name:
Capacity:
 
/s/ Mira Gelehrter
Sascha B. Lehmann
 
/s/ Kian Moini
 
Mira Gelehrter
 
/s/ Philipp Klöckner
For Unternehmersgeist 27 UG
Name:
Capacity:
 
/s/ Chris von Wedemeyer
 
For HiddenMarkets UG
Name:
Capacity:
 
/s/ Pascal Vetter
For HGvW Holding GmbH & Co. KG
Name:
Capacity:
 
For Burgaststätte Hohen Neuffen GmbH
Name:
Capacity:

/s/ Arend Lars Iven
 
/s/ Tamara Minick-Scokalo
For BVPO Berlin Venture Partners GmbH
Name:
Capacity:
 
 /s/ Jan Bohl
 
Tamara Minick-Scokalo
 


/s/ Michael Edelhart
For Jan Bohl GmbH
Name:
Capacity:
 
/s/ Wolf Michael Nietzer
 
For Joyance Partners LLC
Name: Michael Edelhart
Capacity: Manager
 
/s/ Wolf Michael Nietzer
For Food Ventures I GmbH & Co. KG
Name:
Capacity:
 
/s/ Philippe Fornier
 
For Food Ventures II GmbH & Co. KG
Name:
Capacity:
 
/s/ Andrew Ive
Philippe Fornier
 
 
 
/s/ Salvatore Matteis
 
For New Protein Fund I
Name:
Capacity:
 
/s/ Aleksander Jakima
For Next Ventures Fund SCA SICAV-RAIF
Salvatore Matteis
Manager A of Next Ventures GP S.à.r.l., managing general partner
 
For Next Ventures Fund SCA SICAV-RAIF
Aleksander Jakima
Manager B of Next Ventures GP S.à.r.l., managing general partner

/s/ Sharon Fima
 
/s/ Omri Schanin
For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
 
/s/ Guy Hefer
 
For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
 
/s/ Sharon Fima
For Meat-Tech Europe BV, in the process of incorporation:
Meat-Tech 3D Ltd.
Name:
Capacity:
 
/s/ Omri Schanin
 
For Meat-Tech 3D Ltd.
Name:
Capacity:
 

/s/ Guy Hefer
For Meat-Tech 3D Ltd.
Name:
Capacity:
 
For Meat-Tech 3D Ltd.
Name:
Capacity:

Exhibit 21.1
 
Meat-Tech 3D Ltd.
 
List of Subsidiaries
 
Name
 
Jurisdiction of Incorporation
 
Parent
 
% Ownership
Chicken Meat-Tech Ltd.
 
Israel
 
Meat-Tech 3D Ltd.
 
100%
MeaTech Europe BV
 
Belgium
 
Meat-Tech 3D Ltd.
 
100%
Peace of Meat BV
 
Belgium
 
MeaTech Europe BV
 
100%
 
Exhibit 23.1
 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors
Meat-Tech 3D Ltd.:

We consent to the use of our report dated January 27, 2021, with respect to the consolidated statements of financial position of Meat-Tech 3D Ltd. as of December 31, 2019 and 2018, the related consolidated statements of income and comprehensive loss, changes in capital (deficit), and cash flows for the year ended December 31, 2019, and the eight months ended December 31, 2018, and the related notes, included herein and to the reference to our firm under the heading 'Experts' in the prospectus.

Our report refers to a change to the presentation currency to the US dollar.

Our report contains an emphasis of matter paragraph that states that all periods presented within the financial statements were adjusted retroactively to reflect the effect of the reverse merger that occurred on January 26, 2020.

/s/ Somekh Chaikin
Somekh Chaikin
Member Firm of KPMG International

Tel Aviv, Israel
February 18, 2021

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
The Board of Directors
Peace of Meat BV

We consent to the use of our report dated December 31, 2020 with respect to the statement of financial position of Peace of Meat BV as of February 29, 2020, the related statements of income, changes in equity, and cash flows for the period from inception (September 1, 2019) to February 29, 2020, and the related notes, included herein, and to the reference to our firm under the heading 'Experts' in the prospectus.

/s/ Somekh Chaikin
Somekh Chaikin
Member Firm of KPMG International

Tel Aviv, Israel
February 18, 2021