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Tender No. 3016/DR/20 Tender for the Operation of an Innovation Accelerator

(the “Tender”) Date: 31.12.2020 1. Invitation for Proposals (“IFP”):

1.1. In accordance with the provisions of the Mandatory Tenders Law, 5752-1992 and the Mandatory Tenders Regulations, 5753-1993 (the “Mandatory Tenders Regulations”), Ashdod Port Company Ltd., a corporation organized and existing under the laws of the State of Israel, having its principal place of business at Ashdod port, Ashdod 77191, Israel (hereinafter, “APC”), hereby invites proposals for the provision of: Formation and Operating Services of an Innovation Accelerator in the Premises of APC in Ashdod, Israel, (all subject to and in accordance with the terms and conditions set forth herein below and in the Annexes and Tender Forms attached hereto).

1.2. In connection with the aforesaid, APC hereby invites experienced service providers (each shall be referred to as the “Proposer” and collectively as the “Proposers”) to provide it with competitive proposals for the provision of the Services (as such term is defined in the service agreement attached as Annex B hereto (the "Service Agreement")) based upon the terms, covenants and provisions of the Proposal Documents (as defined below) as detailed hereinafter (“Proposal(s)”).

1.3. The term of the Service Agreement to be signed with the winning Proposer shall be for an initial period of 12 (twelve) months commencing as of the date of the execution of the Service Agreement by the winning Proposer and APC, and may be extended up to 4 (four) additional years by the sole discretion of APC, all subject to, and in accordance with, the provisions of the Service Agreement.

The wining Proposer will be required, as stipulated in the Service Agreement, to include in any agreement with a Participant (as such term is defined under the Service Agreement) in the accelerator, provisions that will, inter alia: (i) allow APC, during the term of such Participant’s participation in the accelerator, to use the products, services and technologies examined by the Participant for no consideration, and (ii) grant APC the option to purchase: (a) securities of the Participant; and (b) Participant’s products, services and technologies at a favorable price to APC ("Provisions"). The Provisions shall be subject to APC's prior written approval. The wining Proposer shall not enter into an agreement with a Participant without obtaining APC's prior approval for the Provisions.

1.4. The “Proposal Documents” are: 1.4.1. This IFP; 1.4.2. Annex A to the IFP - Quality Evaluation Standards; 1.4.3. Annex B to the IFP – Service Agreement; 1.4.4. Annex C to the IFP – Online System - Terms of Use; 1.4.5. Tender Forms 1-7; 1.4.6. Any Addenda to the Proposal Documents (as set forth in Section 9 below).

1.5. The Tender will be conducted using an Electronic Tender Box according to section 19C of the Mandatory Tenders Regulations.

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2. Tender Time Schedule: 2.1. Unless notified otherwise by APC – the Tender shall be conducted per the following dates*:

Last date for submission of Tender Form 1 (Proposer Information Form) and Annex C to the IFP

14.1.2021, at (14:00)

Last date for submission of Reservations 20.1.2021, at (14:00) Submission Date 9.2.2021, at (14:00)

*All dates and times identified under the Proposal Documents or corresponded pursuant

thereto shall be Israel time (local time).

2.2. APC reserves its right to postpone any of the dates provided in the Proposal Documents.

3. Preliminary Conditions: As a precondition to participate in this Tender, each Proposer must comply with all of the following:

3.1. The Proposer is experienced in forming at least 1 (one) Accelerator; 3.2. The Proposer is experienced in operating at least 1 (one) Accelerator for a period of at least 2

(two) consecutive years;

3.3. The Proposer is experienced in screening, examining and supervising of at least 20 (twenty) technology companies participating in an Accelerator;

3.4. The Proposer is experienced in the conduct of due diligence examination of at least 10 (ten) technology companies;

3.5. Neither Proposer, nor any Control Holder1 in the Proposer nor any of Proposer’s designated managers has any conflict of interest relating to the performance of the Services under this Tender; and

3.6. The Proposer, which is a Local Company,2 complies with the Public Entities Transactions Law, 5736-1976.

For the purpose of this Section 3, an "Accelerator" shall mean: a fixed-period business program that supports either early-stage or more advanced growth-driven technology companies through education, mentorship, business development and assistance in fundraising.

4. Compliance with Preliminary Conditions. For the purpose of demonstrating compliance of the Proposer with the Preliminary Conditions as set forth in Section 03 above:

4.1. For the purpose of Sections 3.1, 3.2, 3.3 and 3.4 the Proposer shall submit duly signed Tender Form 4 (including the documentations required therein);

4.2. For the purposes of Section 3.5, the Proposer shall submit a duly signed statement of the

1 As such term is defined under the Companies Law, 5759-1999. 2 A “Local Company” shall mean either (i) a company duly incorporated and registered in the State of Israel; or (ii) a foreign

company duly registered in Israel (denoted in Hebrew, under the Israel Corporation Law 5759-1999, as: חברת חוץ הרשומה .(בישראל

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Proposer in the form attached hereto as Tender Form 5. 4.3. For the purpose of Section 3.6, each Proposer, who is a Local Company, must submit:

4.3.1. Approvals testifying to proper bookkeeping practices in accordance with the provisions of the Public Entities Transactions Law, 5736-1976, and the regulations thereunder, in accordance with the Income Tax ordinance and the Value Added Tax Law, 5736 – 1975 and the absence of debts, if applicable.

4.3.2. Affidavit pursuant to Article 2B of the Public Entities Transactions Law, 5736-1976 authorized by an attorney in the form attached as Tender Form 3.

5. Tender Process.

5.1. Submission of the Proposal. 5.1.1. Each Proposal should be submitted to an online system (“Online System”). In order

to login to the Online System a username and password is required to be issued to the Proposer. For such purpose, Proposers are required to fill out the Bidder Information Form, attached hereto as Tender Form 1 and the Online System - Terms of Use (Annex C to the IFP) initialed on each page by the Proposer, and send them via email to service@mashiktech.com by no later than January 14, 2021, at 14:00 (Israel Time).

5.1.2. Each Proposal shall be submitted in the form required and provided by the Proposal Documents, as follows:

5.1.2.1. The Financial Proposal

The Financial Proposal (Tender Form 7) should be uploaded to the dedicated folder "Financial Proposal", separately from the Technical Proposal. The Financial Proposal shall indicate the proposed price for the performance of the Services in US Dollars, initialed on each page and signed by the Proposer, in the form Attached as Form 7 (Financial Proposal).

5.1.2.2. The Technical Proposal: 5.1.2.2.1. This IFP initialed on each page. 5.1.2.2.2. Quality Evaluation Standards (Annex A to the IFP) initialed on

each page.

5.1.2.2.3. The Service Agreement (Annex B to the IFP) initialed on each page and signed by the Proposer.

5.1.2.2.4. Tender Forms 2-6 (including their attachments and any supportive documentation) completed and duly signed by the Proposer.

The Technical Proposal should be uploaded to the dedicated folder "Technical Proposal", separately from the Financial Proposal.

5.2. Validity of Proposals. Each Proposal shall be valid for a period of six (6) months from the Submission Date. Notwithstanding the foregoing, it is clarified that the Proposal is forward looking and details the undertakings of the Proposer with respect to the entire term of the

mailto:service@mashiktech.com

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Service Agreement, thus, the terms of the winning Proposal (including with respect to prices, etc.) shall be valid throughout the term of the Service Agreement, subject to and in accordance with its terms.

5.3. Time and Manner of Submission of Proposals. 5.3.1. Language:

All Proposals shall be submitted in English. Any documents, certificates and printed literature, provided in any other language, shall be accompanied by a certified English or Hebrew translation, authenticated by a public notary, which shall prevail in the event of any discrepancy between the notarized translation and the original form.

Notwithstanding the above, all documents and certificates, issued by APC or any Israeli authority in Hebrew, and any of the Proposers’ constitutional and other documents, submitted to any Israeli authority, that were originally written in Hebrew, may be submitted in Hebrew.

5.3.2. Each of the Technical Proposal and the Financial Proposal shall be submitted by not later than February 9, 2020 at 14:00 Israel Time (“Submission Date”), only through the Online System, using the Proposer’s user name and password. Any Proposal submitted after the Submission Date will be disqualified and shall not be considered.

5.3.3. Prices should not appear in any of the documents of the Proposal other than in the Financial Proposal. In the event any prices appear in any documents included in the Technical Proposal, the Proposal may be disqualified.

5.3.4. Since the submission of the Proposals is to the Online System, Proposers may incur some technical difficulties and there may be a gap between the time a Proposal is submitted by a Proposer to the time such Proposal is received and registered in the Online Systems. Proposers agree and acknowledge that for the purposes of this Tender, the time of submittal of a Proposal shall be the time the Proposal has been received by the Online System and not the time of sending the Proposal by the Proposer. Proposers hereby waive any claim they might have in this regard.

5.4. APC may, in its sole and absolute discretion, by a written notice to the Proposers, either shorten or extend the time for submitting Proposals as set forth above. The Proposers waive any claim or objection to such modification.

5.5. APC reserves the right, in its sole discretion, to reject any or all of the Proposals, to re-advertise this Tender (as may be amended) or to cancel this Tender process.

5.6. APC may, in its sole discretion, disqualify any Proposal which will be partial or incomplete. 5.7. It is hereby clarified that APC does not in any way whatsoever commit to retain the Services

or any part thereof nor commit to retain any other service from any Proposer or otherwise. APC shall be entitled to decrease or increase the scope of the Services in its sole and absolute discretion.

The Technical Proposal shall be uploaded to the dedicated folder "Technical Proposal" and the Financial Proposal (Tender Form 7) shall be uploaded to the dedicated folder "Financial Proposal". Failure to comply with the uploading requirements, may result in the Proposal's disqualification.

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5.8. The tendering process shall be governed solely by the provisions contained in the Proposal Documents.

5.9. By submitting a Proposal, the Proposer confirms and acknowledges that it does not rely on any information contained herein or in any other Tender documents or on any information provided by APC or anyone on its behalf, for the purposes of determining that the premises of APC port and its facilities are suitable for its operation and that its Proposal was drafted based on the Proposer's independent examination. Neither APC nor anyone on its behalf shall be liable for any damage or loss caused to any Proposer or anyone on their behalf or any third party, due to reliance on such information and/or the performance of the Service Agreement.

5.10. Prohibition on Involvement and Participation in the Preparation and Submittal of More than one Proposal A Proposer may be involved in the preparation and submission of one Proposal only. In any event this provision is not complied with, then without derogating from any other right or discretion, APC will disqualify all respective Proposals.

For the purpose of this Section 5.10 the term "Proposer" shall be deemed to include any of the following: 5.10.1. An Entity which exercises Control3 over a Proposer; or 5.10.2. An Entity which is Controlled by the Proposer; or 5.10.3. An Entity which is Controlled by the same legal entity Controlling the Proposer.

6. Tender Evaluation Procedure 6.1. Preliminary Evaluation.

6.1.1. APC will examine whether the Proposal complies with all preliminary conditions set forth in Section 3 in order to determine whether the Proposal is qualified to participate in the Tender.

6.1.2. At this stage, APC will examine the Tender Form 2 (Proposer's Letter), Tender Form 3 (Affidavit per Public Entities Transactions Law)4, Tender Form 4 (Preliminary Evaluation Form), and Tender Form 5 (Conflict of Interest Statement) including all the attachments therein, in order to determine whether it is complete and whether the documents have been properly signed. Any Proposal found to be non-responsive, partial, or incomplete may be rejected by APC in its sole discretion. The Financial Proposals shall not be opened until stage “B” and only for Proposers who successfully passed stage “A”, as described herein below.

6.2. Evaluation of Proposals. Proposals which are qualified to participate in this Tender as set forth in Section 6.1 above will be evaluated by APC in two stages, as follows:

6.2.1. Stage A – Quality Evaluation Score [70%] (QES): At this stage, APC will evaluate the Technical Proposals, per the data provided in Tender Form 6 (Quality Evaluation Form and Business Plan), in accordance with the standards set forth Annex A attached hereto. Each Proposer shall be invited for a meeting with APC to present its Proposal. APC may ask industry experts on its behalf to be participate in such meetings and assist APC in evaluating the Proposals.

APC reserves the right to request a Proposer to submit any documents or data that

3 As such term is defined in the Securities Law, 5728-1968. 4 As provided under Section 3.6 above, Tender Form 3 (Affidavit per Public Entities Transactions Law) applies

only to "Local Company".

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were not submitted with the Proposal and related thereto, within a given time.

Only Technical Proposals scoring of at least 36 points (out of 70), shall be deemed as successfully passing Stage A.

6.2.2. Stage B – Financial Evaluation Score [30%] (FES): At this stage, APC will evaluate the Financial Proposals (as stated in Tender Form 7) of the Proposers who successfully passed stage “A”. The financial evaluation will be as follows: 6.2.2.1. The lowest priced Proposal will receive the maximum score and all other

Proposals will be graded respectively, as follows:

FES= (Xmin/Xi)*30 Whereas:

Xmin = the lowest proposed price.

Xi = the proposed price of the relevant Proposer.

6.2.2.2. Please note that the proposed price for the Services shall not exceed USD1,500,000 per calendar year and shall not be less than USD1,000,000 per calendar year. Any Proposal that is not in this range of prices shall be disqualified.

6.2.2.3. The Financial Proposal will not be subject to any change, inter alia, due to fluctuation of any sort.

Notwithstanding anything herein to the contrary, it is hereby clarified that APC shall be entitled to review the Financial Proposals of Proposers who were disqualified, at any stage of the Tender, or which were drawn by the Proposers, for the sake of financial effectiveness.

6.2.3. Final Evaluation Score. The final evaluation score of each Proposal shall be calculated as follows:

6.2.3.1. Proposal’s Quality evaluation score (as per Section 6.2.1) plus Proposal’s Financial evaluation score (as per Section 6.2.2).

Final evaluation score= QES+FES

Without derogating from the provisions of Sections 5.5, 5.6, 5.7, 8, 9.3, 10.1, 10.2 and 10.3 the Proposer whose final evaluation score (calculated as detailed above) will be the highest, shall be declared as the winning Proposer and will be awarded with the Service Agreement.

7. Responsibility of Proposers 7.1. Proposer shall bear all costs associated with the preparation and submission of its Proposal.

APC shall in no event be responsible or liable to any costs, regardless of the conduct or outcome of this Tender.

7.2. Each Proposer shall carefully examine the Proposal Documents, shall make itself familiar with the required process of the Tender, and shall make its own considerations of any circumstances and conditions, which might affect its Proposal and performance thereof.

7.3. Failure on the part of any Proposer to examine, inspect and familiarize itself of the terms and conditions of the Proposal Documents, or any other relevant documents or circumstances, shall not relieve the Proposer from its obligation to fully comply with its Proposal and the Service Agreement.

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8. APC’s Rights Without derogating from any right or power of APC under any applicable law, the examination process set forth herein or any other provision of this Tender or otherwise, APC may, in its sole and absolute discretion, at any stage, do any or all or none of the following:

8.1. Rejection of Irregular Proposals 8.1.1. Proposals that contain any alteration, addition (not requested under the Proposal

Documents), omission, condition, limitation or show irregularity of any kind, may be rejected by APC in its absolute discretion.

8.1.2. APC reserves the right to reject, disregard or waive any additions, conditions, irregularities, technicalities or informalities in any Proposal, or to reject any or all Proposals.

8.2. Improved Proposals (Best and Final). Without derogating from any of the above, APC may ask the Proposers who received the three highest final evaluation scores, to submit improved Financial Proposals. The improved Proposals shall be submitted in accordance with APC’s instructions.

9. Clarification Procedure/Addenda 9.1. From the time of the Tender’s publication, any prospective Proposer may approach APC in

writing, by electronic mail at: ESTELV@ashdodport.co.il, and advance any reservation, comment, request for clarification or question with respect to the Tender or the Service Agreement subsequent thereto (hereinafter: “Reservation”). It is the Proposer’s responsibility to verify receipt of the Reservation by APC, by e-mail.

9.2. In making a Reservation, applicants must state the Tender number, their name, address, a telephone number where they can be reached, their fax number, email address and a return address for the response.

9.3. APC does not undertake to respond to Reservations submitted after January, 20, 2021 at 14:00 (Israel Time).

9.4. Replies to a Reservation shall be in writing and issued in the form of “Addenda to the Proposal Documents”, sent by electronic mail or facsimile to all Proposers. APC shall not be responsible for, or bound by any replies, information or instructions not issued in any manner, other than as set forth herein.

9.5. APC shall have and reserves the right to issue supplemental instructions or modifications to the Proposal Documents, which, if issued, will be in the form of a written addendum.

10. General 10.1. APC reserves the right to request a Proposer to submit any documents or data that was not

submitted with the Proposal and related thereto, within a given time. Nonetheless, any Proposals found to be non-responsive, partial, or incomplete may be rejected by APC.

10.2. APC may cancel the Tender, in whole or in part, or modify it at any time, or abstain from executing the Service Agreement with the selected Proposer, and Proposers shall have no right to demand its enforcement and waive any claim in connection therewith.

10.3. APC is not obligated to choose the highest scored Proposal or any other Proposal. 10.4. Additional terms and conditions shall apply to this Tender, as set forth in the Service

Agreement.

10.5. The wining Proposer shall execute and deliver the Service Agreement (i.e., duly sign the

mailto:ESTELV@ashdodport.co.il

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Service Agreement and send a signed copy to APC) within fourteen (14) calendar days of the date APC notifies the wining Proposer, in writing, that it has been selected under the Tender to enter the terms and conditions of the Service Agreement. Failure of the Proposer to execute the Service Agreement as detailed in this Section shall be deemed a material breach of the Service Agreement with all that this entails under the Proposal Documents and/or applicable law and, without derogating from any other available remedy to APC, shall give rise to APC’s right to terminate the selection of said Proposer as wining Proposer in the Tender. Without prejudice to any other remedy or right of APC, in the event of a breach of Service Agreement, as aforesaid, or withdrawal of Proposal by the winning Proposer, APC may declare the Proposer’s win void and declare the second highest rated Proposer (or any other Proposer) as the winner in the Tender. In such case, all obligations listed above shall apply to the newly-designated winner.

10.6. Right of Examination of Tender Documents 10.6.1. Unsuccessful Proposers shall be entitled to review the selected Proposal within thirty

(30) days as of receipt of APC’s notification regarding the results of the Tender, subject to the Mandatory Tenders Law, 1992 and the Mandatory Tenders Regulations, 1993, and provided that, it has applied in writing to APC following the award and paid the APC an amount of NIS 750, including V.A.T.

10.6.2. Each Proposer should mark within its Technical Proposal, which parts contain (in the Proposer’s opinion) the Proposer’s commercial secrets which should not to be disclosed to other Proposers; these parts should be clearly identified and should be physically separated from the rest of the Proposal, insofar as this is feasible. Regardless of the aforementioned, the Proposer’s experience and Financial Proposal shall not constitute commercial secrets.

10.6.3. The committee formed by APC for the evaluation of this Tender (the “Tender Committee”) shall have sole discretion and shall make its own judgment with regard to the nature and extent of the “commercial secrets” contained in any of the Proposer’s documentation, and shall not be limited in disclosing such information to other Proposers in accordance with applicable law. The Proposers, by submitting Proposals hereunder, irrevocably waive any claim of any kind against either the Tender Committee or the APC, in connection with such disclosure (regardless of whether they have marked the same as “commercial secret”).

10.6.4. Regardless, the Tender Committee shall provide prior notification to the Proposer, in the event that it intends to disclose information marked as “commercial secrets” to another Proposer, and this in order to enable the Proposer a reasonable response time. If the Tender Committee decides to disclose the information nevertheless, it shall inform the Proposer prior to the disclosure.

10.6.5. A Proposer who marks certain items as “commercial secrets” is representing that these parts, in other Proposers’ Proposals, are also commercial secrets and waives its right to inspect those sections in other Proposals.

11. Governing Law and Jurisdiction. The governing law regarding this Tender will be the Israeli law without regard to its conflict of laws provisions. Any disputes under this tender shall be subject to the sole and exclusive jurisdiction of the competent courts in Tel Aviv District, Israel.

Sincerely,

Ashdod Port Company Ltd.

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Annex A Quality Evaluation Standards- 70% of the Evaluation Score

Standard Max. Score

Manner of Assessment

1. Experience of the Proposer

30 a. Erection and Operation of Accelerators: Years of experience and capabilities in erection and operation of technology accelerators – up to 5 points - One to five years – 1 point - Six to ten years – 2 points - More than ten years – 5 points

b. Number of Accelerators Operated by Proposer up to 5 points - One accelerator – 1 point - Two to four accelerators – 2 points - Five to seven accelerators – 3 points - Eight accelerators or more– 5 points -

c. Screening Process of Technology Companies: number of companies that graduated the Proposer’s accelerator in which Proposer decided to invest following their participation in its accelerator– up to 5 points - One to nine companies – 1 point - Ten to nineteen companies – 2 points - Twenty companies or more – 5 points

d. Monitoring and Supervision of Technology Companies: number of technology companies of which the Proposer monitored guided, and supervised (setting milestones, KPIs, weekly programs, etc.) – up to 5 points - One to nine companies – 1 point - Ten to nineteen companies – 2 points - Twenty companies or more – 5 points

e. Due Diligence Examination: number of technology companies of which a due diligence examination was conducted by the Proposer – up to 5 points - Ten to nineteen companies – 3 points - Twenty companies or more – 5 points

f. Investment Experience: number of technology companies that the Proposer decided to invest in– up to 5 points - One to nine companies – 1 point - Ten to nineteen companies – 2 points - Twenty companies or more – 5 points

2. Worldwide Presence

10 Cooperation with Accelerators Worldwide: Proposer’s should demonstrate its international presence, the countries in which Proposer operates and the network it maintains with accelerators,

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Standard Max. Score

Manner of Assessment

incubators and technology hubs worldwide – 2 points for each country – up to 10 points.

3. Interview of Proposer by a committee on behalf of APC

30 The experience of Proposer and its methods of practice will be evaluated by APC through an interview that will include equal format questions. As part of the interview, each Proposer shall provide a presentation (of about 30 minutes), which will set forth the following: an introduction of the Proposer, its experience, the Business Plan submitted as part of Tender Form 6, the method in which it will render the Services, its activities worldwide, its advantages over its peers, and any other information that the Proposer considers significant for the demonstration of its experience. The amount of participants on behalf of the Proposer shall not exceed four (4) people.

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Annex B (The Service Agreement)

(Attached separately)

Annex C

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Online System – Terms of Use

1. Definitions

1.1. The Software” – E-Auctions software “Sourcing Vision” 1.2. “Mashik” – Mashik Procurement Technologies Ltd. 1.3. Licensed Representative”- a body representative that has Mashik's permission to use the software,

invite users, train them and manage the E-Auction via the software

1.4. “User” – the one who explicitly got the permission by Mashik or by licensed representative to submit offers and participate in E-Auctions using the software and whoever enters Mashik’s internet website.

1.5. “The customer” – company or body that contacted Mashik in order to receive offers via the Software.

1.6. Headline Paragraphs are for convenience only and they do not and will not influence their content.

2. General

2.1. The E-Auction sourcing software “Sourcing Vision” on Mashik’s internet website was developed and operates by Mashik, and enables the user to participate in electronic auctions by submitting online offers and in E-Auctions (henceforth: “Auction).

2.2. Mashik is eligible, according to its sole consideration and without any warning, to change this statute from time to time. The validity of these said changes will be in force from the day they will be published, unless stated differently by Mashik.

2.3. Parts from this statute are being phrased for convenient reasons and due to this reason only they appear in masculine gender, but all the information presented is intended for man and women as well.

2.4. The access to the auction arena and/or the use of the software services constitutes understanding of acceptance and fulfillment of all its instructions without exception. For the user and/or whoever on his behalf will not present any complain and/or claim and/or direct request and/or indirect request against Mashik and/or licensed representative and /or the client (customer) and/or from its operators and/or whoever its owners and/or its employees and/or on their behalf is concerned to the use of the software.

2.5. In case of breach of term from this statute terms, the privilege of the user will be terminated and he will not be allowed to continue using the software.

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The user declares that he is fully aware to the fact that utilizing the software involves risks because the software is placed on the internet. The risks derive and/or can result from technological-scientific reasons and from human reasons.

Mashik and/or software operators and/or its owners and/or its managers and/or its employees and/or everyone on their behalf, will not bare any responsibility for any damage , financial and/or other, and /or loss and/or expense of any kind and/or discomfort and/or distress that will be resulted and/or can be caused to its body and/or its property of the user including to equipment and/or customer property and/or to server, that the software is utilized through including the fact that the server will be cleaned of viruses and/or other components that can harm the customer individual computer during the use of the software and the user will not have any argument regarding damages as aforesaid.

2.6. Mashik will have the full privilege to choose who will be allowed to use the software. The

utilization of the software and offer submissions is allowed only to those who received the permission explicitly and was invited by Mashik or by licensed representative to participate in the auction.

2.7. The user is allowed to use the software only for participating in auctions and as a subject to prior invitation by Mashik representative or by licensed representative, and is subject to an advanced signature on promissory note according to a version that will be sent to him.

2.8. Mashik takes every effort to provide the user with credible and accurate data for the sake of auctions. Despite of the aforesaid; Mashik is not obligated in any shape or form that all the future data that will be provided are accurate, and that no error occurred in the data out of good faith or as a result of factors that are not in Mashik control.

2.9. Mashik is not responsible for any damage that will be caused to user as a result of his participation in an auction. For this need, “damage” includes financial expenses that will be spent on conducting the auction, damage as a result of inability to connect to the software servers, damage that will be caused as a result of technical failures etc.

2.10. In case that the user will violate the statute conditions, Mashik will have the right to prevent him from using the software and move his name to the forbidden users list that are banned from working with Mashik. Entry to this list will prevent the user from receiving invitation and participating in additional auctions that will be conducted in collaboration with Mashik. The user will have no right and claim regarding this decision. In addition, violation of the statute conditions is likely brings legal actions against the user.

2.11. Mashik will not be responsible for any action that will be conducted by licensed representative. Any such action will be the sole responsibility of the licensed representative. The user will not have the right for any claim against Mashik in regard to the use of the software that was done via the licensed representative.

2.12. Any controversy that will rise in regard to the contract will be settled between the user and the customer. Mashik will not be part of the issue.

3. Participating in an Auction

3.1. The user is committed:

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3.1.1. Every offer that he will be presented in the E-Auction, would be a real and genuine offer and he is obligated to be committed to his offer. The user will not present an offer that he does not intend to fully stand behind it, and will not present an offer that its purpose is to influence the auction in bad faith.

3.1.2. To notify in advance of existence of any conflict of interests that is likely to influence the auction results.

3.1.3. To provide reliable, accurate and exact and committed information to participated and submit only offers that are suitable for his abilities.

3.1.4. In case that the user notices that there is a wrong detail that was published mistakenly, he is committed to notify Mashik and/or the customer immediately and avoid using the wrong detail in bad faith and for his own sake.

3.2. The user will not be permitted to change his mind once he submitted an offer, unless a prior permission was given to him by Mashik or by the Licensed Representative.

3.3. Mashik, the Licensed Representative and the customer will not be responsible for offers that were not accepted due to the fact that they were not submitted properly or were rejected due to some technical failure.

3.4. Mashik, Licensed Representative and the customer are entitled to extend the auctions time, all of them or part of them based on their sole consideration.

3.5. The customer is entitled to choose any offer from the offers that will be submitted. Mashik, the Licensed Representative is not obligated to accept the best offer, only if agreed differently in writing prior to the beginning of an auction.

3.6. The criteria of choosing the offer and/or selected offers will be determined by the customer and will be according his sole consideration and his sole responsibility. Mashik and the Licensed Representative will not be part of or responsible for these actions.

3.7. Participation in an auction including additional financial expenses and the time needed for it will be the responsibility and at the expense of the user. Mashik, the Licensed Representative and the customer will not compensate the user for any expense that is involved in his participation in the auction.

4. Immaterial Property The right on the software and on the auction process that is being conducted through it belongs to Mashik. Any copying, duplication, transmission, copy including copying details, data, screens, software code and working habits, and also any use of data and details that will be presented to the user for an auction, not only for an auction, are completely prohibited. Without minimizing from the said here, there is a ban on copying in any way the software to the another computer and/or to try to break in to it and /or to decode it and/or to interfere in the software and/or in its data and/or its base and/or in the information presented in it and/or the information that is presented through it in any way. Every exception from it will deny the authorization of the user from continuing the auction process will prevent him from future use of the software and might lead to taking legal action against him according to the law.

15

5. Keeping Confidentiality 5.1. The user is compelled:

5.1.1. To keep an absolute confidentiality for any information that is received or will be arrived to his hand and/or to his knowledge, direct and/or indirect, while participating in an auction.

“Information” means:

All information concerning direct and/or indirect auction, including professional secrets, technical and commercials as per their definitions according to the law, technical knowledge, commercial or professional, business plans, projects, working methods, procedures, financial data, specifications, technologies, material compositions, customer names, supplier names, communication ways with customers or suppliers, prices, agreements, publication materials, research material, methods, organization in any fashion, way or method in which they are in and/or saved, either they are protected by the force and according to spiritual property or not, and all either in writing or verbally, that came and/or will come to his knowledge in regard to auction, for all that excluding data that became the public knowledge and only that did not become the public knowledge due to breach of obligation for keeping confidentiality by the user as aforesaid.

5.1.2. Not to reveal, not to transfer, not to deliver and not to sell the knowledge to third party, either direct or indirect

5.1.3. To strictly save the data, not to use, not to copy, not to duplicate, not to photo and not to publicize the data, not to make any use with the date or enable others use the data except for auction or with a prior written permission from the customer (client).

5.1.4. Take any necessary measurements and all steps needed and/or will be needed to save the data, preventing from delivery data and/or reaching to any third party.

Also, to act to the best of his ability to prevent any person from penetrating the computer systems and the knowledge bases, including the use of physical power and/or communication, and also to avoid exposure of knowledge regarding the computer access procedures that include his password and/or others and to report to Mashik and to the customer on any penetration and/or exposure and/or leakage of information and/or fear of event as aforesaid.

5.1.5. To return and transfer to the customer, immediately with his first demand any data and/or copy of document that constitutes partial data and/or material that carries the data, that were given to him and/or he received and/or to any of his employees.

5.1.6. It is known to him that a default of his obligations according to this statute, might cause severe damages to Mashik and/or to the Licensed Representative and/or to customer and/or to third parties.

16

Tender Form 2 Proposer's Letter

To:

Ashdod Port Company Ltd.

Re: Tender No. 3016/DR/20 for the Formation and Operation of an Innovation Accelerator (the "Tender")

In response to the Proposals Documents, we, the undersigned, _______________________ (Name Proposer to be completed), No. _________________ (Incorporation number of Proposer to be completed) are pleased to submit our Proposal as defined in the Proposal Documents and hereby warrant and represent as follows:

1. After having thoroughly and carefully read the Proposal Documents, we hereby acknowledge and declare to have studied and satisfied ourselves as to all relevant matters and details which can affect the performance of the Services by us in accordance with the provisions of the Proposal Documents, and fully understand the substance of the Services, and are pleased to submit our Proposal as defined in the Proposal Documents. We execute this document as part of the materials comprising the Proposal.

2. We agree to all of the provisions of the Proposal Documents and we submit our Proposal in accordance with the terms and provisions contained therein.

3. We represent and warrant that we have no claims with regard to misunderstandings, confusion, or conflict of provisions with regard to any of the provisions of the Proposal Documents or with regard to the Tender Evaluation Procedure, and that to the extent that we had such claims we submitted such claims prior to the Submission Date. Where we have not made such claims by the Submission Date we shall be deemed to have waived any such claims.

4. We have diligently reviewed all of the terms and provisions governing the performance of our obligations pursuant to the Proposal Documents. We hereby warrant and represent that we possess the requisite expertise, knowledge and know-how required to perform all of our obligations in accordance with the Proposal Documents.

5. We accept and agree that our obligations as set forth in the Proposal Documents include all terms and provisions expressly set forth therein as well as any obligations or other requirements which are not expressly set forth and which are directly or indirectly related to the full performance of our obligations in full compliance with all provisions of the Proposal Documents.

6. We are legally entitled to use and transfer all information and intellectual property contained in the Proposal.

7. The Proposal is accurate, complete and up-to-date at the time of the Submission Date, in accordance

17

with the requirements of the Proposal Documents.

8. The Proposal is not made in the interest of, or on behalf of, any undisclosed person, corporation, company, voluntary association, partnership, trust, or unincorporated association.

9. The Proposal is genuine and not collusive or sham.

10. We undertake to keep confidential all information, whether written or oral, concerning the Services which we receive or obtain as a result of the information supplied in the Proposal Documents, or in discussions relating thereto.

11. The Proposer has not, directly or indirectly, induced or solicited any other Proposer to put in a false or sham Proposal, and has not by itself, directly or indirectly, colluded, arranged or agreed with any Proposer to secure any advantage against any other Proposer, or to secure any advantage against the APC or anyone interested in the providing the Services.

12. The Proposer participates in this Tender only within this Proposal.

13. Any incorporated entity which exercises Control1 over the Proposer, any incorporated entity under the common Control thereof, and any incorporated entity Controlled thereby, does not participate in this Tender, except within this Proposal.

14. We understand that the submission of our Proposal shall not be deemed in any way to create an obligation on the part of APC to award the Proposer with the Service Agreement; that APC has the right to reject, at its sole discretion, the Proposal submitted by the Proposer; and that APC has the right, at its sole discretion, to annul the Tender and to reject all Proposals at any time; and to request additional information from the Proposer or other parties; and, to cancel or modify the Proposal Documents at any time.

15. The Proposer hereby warrant and covenant that the execution of its respective obligations pursuant to the Service Agreement do not : (i) contravenes or violates any provisions of any law; (ii) conflicts with or violates in any material respect any provisions of the Proposer's articles of association; or (iii) conflicts, violates or will result in a breach, in any material respect, of any of the terms, covenants, conditions or provisions of any agreement or instrument to which the Proposer is party to, or by which it or any of its properties or assets are bound or to which it is subject, or constitutes a default under such agreement or instrument.

16. We hereby acknowledge and agree that the Service Agreement to be signed with the selected Proposer shall be for a period of 12 months as of signature. APC shall have the option, at its sole discretion, to extend the Service Agreement for up to four (4) additional years.

17. The Proposer hereby warrant and covenant that no events affecting the Proposer (including any changes in legal status, financial status and contingent liabilities), which could influence the Proposer's ability to execute the Services in accordance with the provisions of the Service Agreement, have occurred.

18. The Proposer acknowledges receipt, understanding and full consideration of the following Addenda

1 As such term is defined under the Securities Law, 5728-1968.

18

to the Proposal Documents issued following the Publication Date of the Tender:

Addenda No. _______ Date Received: ______________

Addenda No. _______ Date Received: ______________

Addenda No. _______ Date Received: ______________

Addenda No. _______ Date Received: ______________

Addenda No. _______ Date Received: ______________

19. Our Proposal including all associated documents, is irrevocable and unconditional and shall be valid for the validity period as stated in Section .שגיאה! מקור ההפניה לא נמצא (Validity of Proposals) of the IFP, as extended from time to time by the APC.

Faithfully yours,

Attorney's Stamp and Date Signature

Confirmation of signatory rights (*)

Date

The Proposer

(*) In his signature the attorney attests and confirms that the signatory(ies) on behalf of the Proposer appeared before him and signed this form and are authorized to sign on behalf of the Proposer and to commit such Prosper for all purposes and intents of the above stated Tender Form.

19

Tender Form 3

Re: Affidavit Pursuant to Section 2(B)b of the Public Entities Transactions Law, 5736-1976 (hereinafter: the “Public Entities Transactions Law”)

I, the undersigned, ___________, Identity No. ___________, having been warned that I must tell the truth and that I will be subject to the penalties that have been set forth under law if I fail to do so, do hereby affirm in writing as follows: 1. I give this Affidavit in the name of ____________ (the "Entity") to Ashdod Port Company Ltd.

("APC") as part of the Proposal submitted by __________ in response to the invitation for the proposals for the provision of Formation and Operating Services of an Innovation Accelerator in the Premises of APC.

2. I serve as the ____________ of the Entity, and I have been empowered under law to provide this Affidavit in the name of the Entity and on its behalf.

3. I hereby affirm, after having performed a clarification and an examination, that, as of the Submission Date, the Entity and every affiliate (*affiliate for the purpose of this Affidavit, shall have the meaning ascribed thereto in the Public Entities Transactions Law) to it [check (¸) the relevant alternative]:

® Have not been Convicted of more than two (2) offenses under the Foreign Workers Law (Prohibition Against Unlawful Employment and Assurance of Fair Conditions), 5751-1991 (hereinafter: the “Foreign Workers Law”) and the Minimum Wage Law, 5747-1987 (hereinafter: the “Minimum Wage Law”).

® Have been Convicted of more than two (2) offenses under the Foreign Workers Law and the Minimum Wage Law, but, as of the Submission Date, at least one (1) year has elapsed since the date of the most recent conviction.

® Have been Convicted of more than two (2) offenses under the Foreign Workers Law and the Minimum Wage Law, according to the details listed below, and, as of the Submission Date, at least one (1) year has not yet elapsed since the date of the most recent conviction.

Serial No. Details of the offense

[Section No. and name of law] Date of the conviction [month and year]

1. 2.

* Additional rows can be added as necessary.

For the purposes of this Section 3, “Convicted” and “Connected Entity” – as these terms are defined in the Public Entities Transactions Law.

Affidavit pursuant to Section 2b1 of the Public Entities Transactions Law

20

4. I hereby affirm, after having performed a clarification and an examination, that, as of the Submission Date, one of the following applies [check (¸) the relevant alternative]:

® Alternative A – The provisions of Section 9 of the Equal Opportunities for Persons with Disabilities Law, 5758-1998 (hereinafter: the “Equal Opportunities Law”) do not apply to the Entity.

® Alternative B – The provisions of Section 9 of the Equal Opportunities Law apply to the Entity, and it fulfills them.

® [If checked Alternative B – please continue]:

® Alternative (1) – The Entity employs fewer than 100 employees.

® Alternative (2) – The Entity employs at least 100 employees, and it undertakes to apply to the Director-General of the Ministry of Labor, Welfare and Social Services, for the purpose of an examination of the implementation of its duties pursuant to Section 9 of the Equal Opportunities Law, and, if necessary – for the purpose of receiving instructions in connection with the implementation thereof.

If the Entity has undertaken in the past to apply to the Director-General of the Ministry of Labor, Welfare and Social Services pursuant to the provisions of Alternative (2) above, and entered into an agreement pursuant to which it undertook as stated in that Alternative (2) – it declares that it applied, as it was required to do, and if it received instructions for the implementation of its duties pursuant to Section 9 of the Equal Opportunities Law, it also took measures to implement them.

5. Entity which Alternative B in Section 4 above applies to – The Entity undertakes to forward a copy of the Affidavit pursuant to Section 4 above to the Director-General of the Ministry of Labor, Welfare and Social Services, within 30 days of the “Date of the Agreement,” as this term is defined in the Public Entities Transactions Law.

6. Attached to this Affidavit are the following certifications:

6.1 A valid certification from an Assessing Officer for an accountant with respect to the keeping of account books as provided by law, pursuant to the provisions of the Income Tax Ordinance (New Version) and the VAT Law, 5736-1975.

6.2 A valid certification from an Assessing Officer or an accountant with respect to reporting to the Assessing Officer on its income and to the Director of VAT on transactions that are taxed under the VAT Law, 5736-1975.

7. This is my name, this is my signature, and the content of my Affidavit above is true.

__________________ Date

__________________ Full name

__________________ Signature

21

Certification by an Attorney

I the undersigned, Adv. ________________, of _____________________, do hereby certify that, on __________, Mr./Ms. __________, Identity No. __________, who is competent to affirm on behalf of the Entity for all intents and purposes, appeared before me, and after he/she was warned by me that he/she would have to affirm the truth and that he/she would be subject to the penalties set forth under law if he/she failed to do so, confirmed the accuracy of the above Affidavit and signed it before me. ___________________________

Attorney’s signature and stamp

22

Tender Form 4 (Preliminary Evaluation Form)

I, the undersigned, ___________, Identity No. ___________, acting in the position of ________ within ______ (the “Entity”), having been warned that I must tell the truth and that I will be subject to the penalties that have been set forth under law if I fail to do so, do hereby affirm in writing as follows:

1. Experience in forming at least 1 (one) Accelerator (Section .שגיאה! מקור ההפניה לא נמצא of the IFP)

[The Proposer is required to provide details regarding its experience, including: name of the client, a description of the executed scope of services, client's contact information]

2. Experience in operating at least 1 (one) Accelerator for a period of at least 2 (two) consecutive years (Section .שגיאה! מקור ההפניה לא נמצא of the IFP)

[The Proposer is required to provide details regarding its experience, including: name of the client, a description of the executed scope of services, client's contact information]

3. Experience in screening, examining and supervising of at least 20 (twenty) technology companies participating in an Accelerator (Section .שגיאה! מקור ההפניה לא נמצא of the IFP)

[The Proposer is required to provide details regarding its experience: including names of the companies, the name of the client, a description of the executed scope of services, client's contact information]

23

4. Experience in the conduct of due diligence examination of at least 10 (ten) technology companies (Section .שגיאה! מקור ההפניה לא נמצא of the IFP)

[The Proposer is required to provide details regarding its experience: including names of the companies, the name of the client, a description of the executed scope of services, client's contact information]

• For the purpose of this Form 4, an "Accelerator" shall mean: a fixed-period business program that supports either early-stage or more advanced growth-driven technology companies through education, mentorship, business development and assistance in fundraising.

• For the purpose of demonstrating compliance with the above experience requirements, the Proposer may submit supporting documents.

This is my name, this is my signature, and the content of my Affidavit above is true.

__________________ Date

__________________ Full name

__________________ Signature

Certification by an Attorney

24

I the undersigned, Adv. ________________, of _____________________, do hereby certify that, on __________, Mr./Ms. __________, Identity No. __________, who is competent to affirm on behalf of the Entity for all intents and purposes, appeared before me, and after he/she was warned by me that he/she would have to affirm the truth and that he/she would be subject to the penalties set forth under law if he/she failed to do so, confirmed the accuracy of the above Affidavit and signed it before me.

___________________________ Attorney’s signature and stamp

25

Tender Form 5 Conflict of Interest Statement

To: Ashdod Port Company Ltd. (“APC”) From: _______________________ [Proposer's name]

Re: Tender No. 3016/DR/20 for providing Formation and Operating Services of an Innovation Accelerator in the Premises of APC

Conflict of Interest Statement

1. The undersigned is aware of APC’s policy that there shall be no actual or potential conflict of interest between the undersigned and APC in connection with rendering the Services (as such term is defined under the Service Agreement) to APC, and undersigned shall not engage in any contractual relationship that may cause such conflict of interest.

2. The undersigned is aware that a conflict of interest also refers to cases in which the undersigned or its controlling shareholders have relatives employed by APC.

3. Therefore, the undersigned certifies that, to the best of its knowledge and belief, there are no present or currently planned interests (financial, contractual, organizational, or otherwise) relating to the performance of the Services for APC, that would create any actual or potential conflict of interest (or apparent conflicts of interest).

_______________ __________________________ Date signature & stamp

Certification by an Attorney I the undersigned, Adv. ________________, of _____________________, do hereby certify that, on __________, Mr./Ms. __________, Identity No. __________, who is competent to affirm on behalf of the Prosper for all intents and purposes, appeared before me, and after he/she was warned by me that he/she would have to affirm the truth and that he/she would be subject to the penalties set forth under law if he/she failed to do so, confirmed the accuracy of the above statement and signed it before me. ___________________________

Attorney’s signature and stamp

26

Tender Form 6 (Quality Evaluation Form and Business Plan)

I, the undersigned, ___[name] ____[surname] ____________ [Israeli ID no. / Foreign Passport no. – circle] acting in the position of within the Proposer (the “Company”) after having been warned that I must declare the whole truth and that I can expect to incur the penalties prescribed by law should I not do so, hereby make the following declaration:

1. Erection and Operation of Accelerators - years of experience and capabilities in erection and operation of technology accelerators (Section 1(a) of Annex A):

Please indicate the number of years of experience: _____________________.

[The Proposer is required to provide details regarding its capabilities in erection and operation of technology accelerators, including, the names and details of relevant clients, and the years in which it provided the said services]

2. Number of Accelerators Operated by Proposer (Section 1(b) of Annex A): Please indicate the number of accelerators: _________________.

[The Proposer is required to provide details regarding the accelerators, including, the names and details of relevant clients, and the method of operation]

27

3. Screening Process of Technology Companies: number of companies that graduated the Proposer’s accelerator in which Proposer decided to invest following their participation in its accelerator (Section 1(c) of Annex A):

-

# Company Name Accelerator Name Status

1

2

3

4

5

..

[Please add rows as needed]

4. Monitoring and Supervision of Technology Companies: number of technology companies of which the Proposer monitored and supervised (setting milestones, KPIs, weekly programs, etc.) (Section 1(d) of Annex A):

# Company Name Accelerator Name Monitoring and Supervision Method

1

2

3

4

5

..

[Please add rows as needed]

5. Due Diligence Examination: number of technology companies of which a due diligence examination was conducted by Proposer (Section 1(e) of Annex A):

# Company Name Accelerator Name Due Diligence Scope

1

2

3

4

28

5

..

[Please add rows as needed]

6. Investment Experience: number of technology companies that the Proposer decided to invest in(Section 1(f) of Annex A):

# Company Name Accelerator Name Investment Date

1

2

3

4

5

..

[Please add rows as needed]

7. Cooperation with Accelerators Worldwide: countries in which the Proposer operated:

# Company Name Accelerator Name Country

1

2

3

4

5

..

[Please add rows as needed]

8. Submission of a Business Plan: The Proposer shall submit as Attachment A to Tender Form 6, a detailed written document describing the Proposer's plans to achieve the goals of APC in the formation and operation of the Accelerator as set forth in this Tender and the other documents attached hereto, including, without limitation, the Service Agreement ("Business Plan").

Without derogating from the generality of the foregoing, the Business Plan should present (i) the screening process of the candidates to participate in the Accelerator, (ii) a detailed program for the

29

participants in the Accelerator, including support, mentoring, and business development; (iii) deal flow sources to locate applicable candidates; (iv) a marketing plan to attract candidates, mentors, and investors; and (v) any other relevant information which the Proposer wishes to demonstrate to APC.

For the purpose of this Tender Form, the Proposer is encouraged to submit supporting documents.

This is my name, this is my signature, and the content of this statement above is true.

Signature _____________ Date ____________________

Certification by an Attorney I the undersigned, Adv. ________________, of _____________________, do hereby certify that, on __________, Mr./Ms. __________, Identity No. __________, who is competent to affirm on behalf of the Prosper for all intents and purposes, appeared before me, and after he/she was warned by me that he/she would have to affirm the truth and that he/she would be subject to the penalties set forth under law if he/she failed to do so, confirmed the accuracy of the above statement and signed it before me. ___________________________

Attorney’s signature and stamp

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Tender Form 6 – Attachment A Business Plan

(to be attached by the Proposer)

Service Agreement – Formation and Operation of an Accelerator

Service Agreement This Service Agreement (this “Agreement”) is entered into on [●] (the “Effective Date”), by and between Ashdod Port Company Ltd., an Israeli governmental corporation no. 51-356977-2, having its principal place of business at Ashdod port, Ashdod 77191, Israel (the “Company”), and [●] a[n] [●] company (company registration number [●]), having its registered offices at [●] (the “Service Provider”). WHEREAS, the Company issued a tender for the provision of formation and operating services of an

innovation accelerator in the premises of the Company, in Ashdod, Israel (the “Tender” and the “Accelerator”, respectively);

WHEREAS, the Service Provider’s proposal, attached hereto as Exhibit A (the “Proposal”) was selected by the tender committee of the Company as the winning proposal under the Tender;

WHEREAS, the Company wishes to retain the services of the Service Provider, and the Service Provider wishes to provide the Company with its services, as specified in this Agreement; and

WHEREAS, the parties wish to set forth in writing their agreement and understanding with respect to the provision of services by the Service Provider to the Company and/or its affiliates.

NOW THEREFORE, the parties hereto agree as follows:

1. The Services 1.1. Services.

1.1.1. Upon the terms and subject to the conditions of this Agreement, and in reliance on the Proposal which constitutes an integral part of this Agreement, and on the representations, warranties and covenants hereinafter set forth, the Company hereby appoints the Service Provider as its contractor, to form and operate an innovation accelerator as set forth under the Proposal, as well as to provide the Company with services which the Company shall require from time to time, all subject to the Company’s instructions, policies, rules and regulations, and as set forth herein and in Exhibit B attached hereto1 (the “Services”). The Company shall be entitled to change the activities or tasks to be performed in connection with the Services, at its sole discretion, provided that any such change does not materially increase the scope of work under the Services, provided, however, that any such change that stems from the Tender process or the Proposal, as shall be determined by the Company at its sole discretion, shall be deemed as part of the Services and shall not be deemed a material increase of the scope of work under this Agreement. Any such change shall not award the Service Provider with any additional consideration other than the consideration for the Services, as set forth below. The Service Provider shall assume the overall responsibility for the provision of the Services within 7 days as of a notice from the Company to Service Provider to that effect.

1.1.2. If any services, functions or responsibilities not specifically described in this Agreement are an inherent, necessary or customary part of the Services or are required for the proper performance or provision of the Services in accordance with this Agreement, they shall be deemed to be included within the scope of the Services, as if such services, functions or responsibilities were specifically required and described in this Agreement.

1.1.3. The Service Provider shall maintain an open line of communication with the Company and shall coordinate the Services with the Company or any other authorized representative of the Company. The initial representative of the Company for the purposes of the Company is Mr. Roy Avrahami, ROYA@ashdodport.co.il,

1 Prior to the engagement in this Agreement, Exhibit B to this Agreement shall be updated to set forth the schedule for the performance of the Services and the deliverables to be delivered to Company in connection therewith.

mailto:ROYA@ashdodport.co.il

- 2 -

Service Agreement – Formation and Operation of an Accelerator

+972.54.699.8771. The initial representative of the Service Provider for the purposes of the Company is [ó], [insert email address]; [insert mobile phone].

1.1.4. Service Provider shall comply with each of the Company’s and Service Provider’s covenants and undertakings as shall be set forth under the agreement between the Service Provider and the companies participating in the Accelerator (“Participants”), as determined by the Company in its sole discretion. Such agreement shall include, inter alia, provisions where the Participant will deliver (i) a confidentiality undertakings similar to those set forth herein, (ii) an undertaking not to use, copy or infringe any intellectual property of the Company, (iii) a confirmation that no employment relationship, partnership or any joint venture is created between Company and Participant, by the participation of Participant in the Accelerator; (iv) a confirmation that there is no conflict of interest between the Company and the Participant in connection with the participation of the Participant in the Accelerator; and (v) an undertaking to comply, at all times, with all applicable Company’s policies, rules, procedures and directives including but not limited to the Company’s Code of Business Conduct and Ethics and safety and security policies.

1.1.5. Prior to the inclusion of any Participant in the Accelerator, Service Provider shall ensure that all Participants undertake to allow the Company, during the term of such Participant’s participation in the Accelerator, to make use of the products, services and technologies examined by the Participant, free of charge and without any obligation of the Company towards the Participant with respect to its products and/or any further engagements.

1.2. Level of Service. 1.2.1. The Service Provider undertakes to provide the Services and fulfill all of its other

obligations hereunder in a timely manner, with qualified personnel, in a skillful, competent and workmanlike manner, consistent with the required level of quality and performance hereunder.

1.2.2. The Service Provider undertakes to use its best efforts to provide the Services without any disruption or adverse effect to any of the Company’s operations. Without derogating from the generality of the above, if the Service Provider has any reason to believe, or receives any information indicating, that it may not be able to perform any of the Services or meet any of the Service requirements, the Service Provider shall immediately notify the Company of the reasons underlying such belief, or any information so received, and shall, within three (3) days, identify for the Company’s consideration and approval, specific measures to address such delay and mitigate the risks associated therewith. Nothing in this section shall be construed as limiting any of the Company’s rights and remedies pursuant to this Agreement.

1.3. Tools and Equipment. Except as otherwise expressly provided in this Agreement, the Service Provider shall be responsible for providing the facilities, personnel, software, equipment, systems, documentation, and any other resources necessary to provide the Services. Without derogating from the foregoing, the Company shall be responsible for allocating office space for the operation of the Accelerator with no charge to the Service Provider. For the avoidance of doubt it is clarified that the Company shall incur any payment for municipal property tax (“Arnona”), electricity, water, building management bills, and internet connectivity (“Property Payments”). Service Provider shall be required to sign a document upon receiving control of such office space listing the equipment that is given to the use of Service Provider for the purposes of granting the Services, Service Provider’s liability in case of damage to such equipment and Company’s obligation to pay the Property Payments.

2. Personnel 2.1. General. The Service Provider shall employ, or retain the services of, an adequate staff, in

size and experience, of qualified individuals with suitable training, education, experience,

- 3 -

Service Agreement – Formation and Operation of an Accelerator

competence and skill to perform the Services in accordance with, and within the time frames specified herein and to otherwise comply with the terms of this Agreement (including, without exclusions, Senior Personnel, the “Service Provider Personnel”). Service Provider agrees to indemnify and hold Company harmless against any claim brought by a third party based in whole or in part upon any acts of Service Provider or Service Provider Personnel, assignees, or successors in interest occurring in connection with this Agreement.

2.2. Qualifications. All Service Provider Personnel shall possess suitable competence, ability and qualifications and shall be properly educated, trained for, and experienced in providing the Services they are to perform.

2.3. Appointment of Service Provider Personnel. Before appointing any individual as a Service Provider Personnel for a senior position (e.g., a VP or a C-level position) (“Senior Personnel”), whether as an initial appointment or as a replacement, the Service Provider shall: (i) notify the Company of the proposed appointment; (ii) introduce the individual to the appropriate representatives of the Company; (iii) provide the Company with any information regarding the individual that may be reasonably requested by the Company; and (iv) obtain the Company’s approval for such appointment, which may be granted or not, at its sole discretion. The Company, at its request, shall be entitled to participate in the recruiting and staffing process with respect to any and all Senior Personnel.

2.4. Screening. The Service Provider shall perform a thorough screening of each Service Provider Personnel, including a complete background check, security clearance check, criminal record background check and verification of eligibility to work in accordance with the Company’s requirements, and shall provide the Company such information as it may require. The Service Provider shall provide to the Company the results of all such screenings or verifications carried out by it regarding the Service Provider Personnel. No individual who fails the screening or other verifications conducted shall be appointed as a Service Provider Personnel; and if an individual is appointed prior to the conduct of the screening or other verifications, whether the individual is in fact suitable or not, the said individual shall be dismissed from services immediately.

2.5. Removal and Replacement of Service Provider Personnel. 2.5.1. Immediately upon the Company’s request (for any reason whatsoever), the Service

Provider shall remove any Service Provider Personnel.

2.5.2. The Service Provider shall not replace any Senior Personnel without receiving the Company’s prior approval, other than by reason that such Senior Personnel resigns. The Service Provider shall promptly notify the Company of any intended resignation or resignation of any Service Provider Personnel as soon as possible. In the event that Service Provider must replace a Senior Personnel assigned for the provision of the Services, Service Provider shall notify the Company in writing 30 days in advance and the Company will have the right to review and approve any such replacement prior to that individual’s participation in rendering the Services hereunder. All such replacements shall be solely on Service Provider expense.

2.6. Sole Employer. Service Provider is responsible for the direct management and supervision of the Service Provider Personnel. The Service Provider shall be the sole employer of the Service Provider Personnel and undertakes to fully comply with any employment law, rules and regulations which may apply to any Service Provider Personnel including without limitation, with respect to employment and employment practices, terms and conditions of employment, worker classification, wages, hours of work, days of work, withholdings and occupational safety and health, severance, collective bargaining and arrangements, civil rights, fair employment practices, immigration, pay equity, workers’ compensation and the collection and payment of withholding and/or social security taxes and any similar tax, and the keeping of records in relation to the foregoing.

3. Subcontractors

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Service Agreement – Formation and Operation of an Accelerator

3.1. Subject to the prior written consent of the Company, Service Provider may employ subcontractors (“Subcontractors”), to provide the Services or any Service, provided the Services to be provided by such subcontractors shall be in full compliance with the requirements of this Agreement and Service Provider shall remain fully liable under this Agreement.

3.2. Prior to the engagement of any Subcontractor by Service Provider to provide any of the Services, Service Provider shall provide the Company with such Subcontractor’s information, including such Subcontractor’s VAT number, contact details and any other information requested by the Company.

3.3. In addition to and without derogating from the provisions of Section 3.2 above, the Service Provider shall have any Subcontractor which is an Israeli person or entity submit to the Company, prior to the engagement thereof by the Service Provider, the following documents, inter alia, to confirm compliance with the requirements of any applicable tax authority:

3.3.1. Subcontractor’s withholding tax certificate. 3.3.2. Subcontractor’s certificate of appropriate book keeping according to Section 2 to the

Public Corporations’ Transactions Law, 1976 ( 1976-גופים ציבוריים, תשל"וחוק עסקאות ).

3.4. For the avoidance of doubt, any such Subcontractor appointed by the Service Provider, shall be bound by the terms and conditions of this Agreement, to the extent applicable.

3.5. The Service Provider shall continue to be responsible and guarantee the performance of its obligations hereunder and any breach of the terms and conditions of this Agreement by any Subcontractor will be considered a breach of this Agreement by Service Provider.

3.6. The Service Provider shall hold harmless, indemnify and defend the Company and its respective officers, employees, and shareholders from and against any direct or indirect losses, damages, fines and expenses including court costs and attorney’s fees arising out of or relating to any claims made by any Subcontractor in connection with this Agreement. Without derogation from the foregoing, the Company shall inform the Service Provider of any claims made by any Subcontractor.

4. Fees and Payment Terms 4.1. Fees. In consideration for the provision of the Services to the Company’s full satisfaction,

the Company shall pay the Service Provider an aggregate amount of up to US $[ó] for each calendar year in which the Service Provider operates the Accelerator in accordance with the terms hereof (the “Fee”). The Fee, or any portion thereof, shall become due upon completion of the applicable service, as set forth in the payment schedule attached hereto as Exhibit C (“Payment Schedule”), and shall be paid to Service Provider in accordance with the terms hereof upon the full and accurate completion of the applicable Service, to the Company’s full satisfaction.

4.2. Invoicing, Payment of the Fees and Disputes. 4.2.1. All payments under this Agreement shall be made under the terms hereunder, and

against a proper invoice therefore, in accordance with applicable law. Along with, or as part of, the invoice, the Service Provider shall provide the Company with a detailed statement describing the Services provided in the relevant term and the Fees to which the Service Provider is entitled for such Services (the “Statement”).

4.2.2. Within ten (10) days after receipt of such Statement, the Company shall notify the Service Provider whether it approves such Statement or whether it disputes the accuracy of such Statement or any part thereof. In the event that the Company approves such Statement or any part thereof, then the Service Provider shall provide the Company with an invoice for the payment of such Fees.

4.2.3. In the event that the Company disputes any Statement provided by the Service Provider pursuant to Section 4.2.2 or any part thereof, then the Company shall

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provide the Service Provider with reasonably detailed explanation of the reasons the Company believes such amounts to be inaccurate. The Company shall pay all undisputed amounts when due, and may hold the disputed amount until such dispute is resolved pursuant to Section 19. Any such disputed amounts shall not be considered late payments. The Company may, in good faith, also dispute an invoice, in whole or in part, even after payment of such invoice, with reasonable supporting documentation to substantiate such dispute, and the parties will cooperate to resolve such dispute pursuant to Section 19.

4.3. All Fees due and payable by the Company under this Agreement shall be paid within 30 days from the end of the month in which the Service Provider shall provide the Company with a duly issued invoice pursuant to Section 4.2.2.

4.4. All Fees due and payable by the Company under this Agreement shall be paid in US Dollars by wire transfer of immediately available funds to an account designated by the Service Provider’s written notice given to the Company, in respect of any payment, at least 10 (ten) business days prior to the date such payment is due and payable.

4.5. Expenses. Except as expressly set forth in this Agreement or in writing by the Company, all costs and expenses relating to the Services (including travel expenses) are included in the Fees or other amounts provided for in this Agreement and shall not be separately charged to, or reimbursed by, the Company.

4.6. Full Consideration. The Fees, as set forth in this Section 3, constitute the full and final consideration for the Services, and the Service Provider and the Service Provider Personnel shall not be entitled to any additional consideration of any form for its services, including for the avoidance of any doubt, reimbursement of expenses (including travel expenses), and the consideration hereunder includes any and all taxes, withholding taxes, levies, fees and charges of any kind whatsoever (save for value added tax), to the extent that any of the above items may apply to the consideration due to the Service Provider.

4.7. Taxes. 4.7.1. General. The Service Provider shall bear any and all taxes in connection with any

payments made to the Service Provider pursuant to this Agreement. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to the Service Provider, the Company shall withhold said tax at the rate set forth in the certificate issued by the appropriate taxing authority and provided to the Company by the Service Provider, or in the absence of such certificate, at the full rate determined by said law or regulation. In addition, the Service Provider shall bear any and all taxes in connection with payments and salaries paid to any employee or services provider working on its behalf. To the extent that any Services are rendered by such employees on-shore and within the borders of the State of Israel, the Service Provider shall bear any liability arising in Israel with respect to such employees stay in Israel, if applicable. For the removal of any doubt, to the extent that any tax exemptions, reductions, allowances or privileges may be available to the Service Provider in Israel, the Company shall use its best endeavors to enable the Service Provider to benefit from any such tax savings to the maximum allowable extent, provided that the Company shall not be prejudiced in any way whatsoever in consequence of such assistance, and shall not bear any responsibility or liability to any tax issues arising with respect to the Service Provider’s activity in Israel.

4.7.2. Value Added Tax (VAT). 4.7.2.1. VAT levied on Services rendered in Israel by any Israeli Subcontractor

(the “Israeli Subcontractors”) shall be borne by the Company, subject to the following procedure, but only in the event that each invoice from any such Israeli Subcontractor or any group of invoices for payment from such Subcontractor exceeds NIS 2,500 (two thousand five hundred

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Service Agreement – Formation and Operation of an Accelerator

New Israeli Shekels) of VAT which is payable, provided, however, that each such Subcontractor may only once – whether in connection with the ‘last payment’ or at any other time – furnish an invoice demanding payment of less than NIS 2,500 (if such invoice is approved by the Service Provider as set forth below). The procedure set forth below may be amended, at the Company’s request, only after receiving Service Provider’s written consent, provided that such consent shall not be unreasonably withheld or delayed.

4.7.2.2. The following documents shall be presented by the Israeli Subcontractor to the Company:

4.7.2.2.1. Israeli Subcontractor’s invoices shall be made out in the name of the Service Provider only. Each invoice shall state separately the amount actually received from the Service Provider and the respective amount - if any - of VAT.

4.7.2.2.2. A confirmation, signed by the Service Provider, that the amount, less the VAT, has been paid to the Israeli Subcontractor by Service Provider in the following form:

“We hereby confirm that in accordance with Section 4.7.2 of that certain Services Agreement between Ashdod Port Company Ltd. and [___________] (the Service Provider) dated [___________], the sum of [___________] was transferred on [___________] (date) to [___________] (name of Israeli subcontractor) on our instructions pursuant to the above-noted Agreement to the Israeli Subcontractor’s Account No. [___________] at [___________] (name of bank) based on Israeli Subcontractor’s invoice No. [___________] dated [___________]”

4.7.2.2.3. Certificates of the appropriate Israeli and foreign banks verifying the transfer of the sum from the Service Provider to the Israeli Subcontractor and stating specifically the names of the Service Provider and the Israeli Subcontractor who has received the amount and the date upon which the transfer was made.

4.7.2.2.4. Israeli Subcontractor’s withholding tax certificate. 4.7.2.2.5. Israeli Subcontractor’s certificate of appropriate book

keeping according to Section 2 to the Public Corporations' Transactions Law, 1976 ( -קאות גופים ציבוריים, תשל"וחוק עס1976).

4.7.2.3. Upon receipt of said documents and provided that no foreclosure of any kind is imposed on the Israeli Subcontractor’s accounts or cash/money of any kind, the Company shall reimburse the respective Israeli Subcontractor with the sum of VAT so levied according to the representative rate of exchange of the Bank of Israel for the NIS to US Dollar on the day that the payment to the Israeli Subcontractor was actually made.

4.7.2.4. No payment set forth hereunder made by the Company to an Israeli Subcontractor shall constitute a contractual relationship between the Company and the Israeli Subcontractor, nor shall it create any obligation on the part of the Company towards any Subcontractor.

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Service Agreement – Formation and Operation of an Accelerator

4.7.3. The Service Provider shall hold harmless, indemnify and defend the Company and its respective officers, employees and shareholders from and against any direct or indirect losses, damages, fines and expenses including court costs and attorney’s fees arising out of or relating to any claims made by any Israeli Subcontractor (or Subcontractor) in connection with this Agreement. Without derogation from the above, the Company shall inform the Service Provider of any claims made by an Israeli Subcontractor (or Subcontractor).

4.7.4. The Company will apply to the VAT authorities in ISRAEL in order to receive permission to deduct the VAT paid to any local subcontractor and Service Provider shall endeavor to assist the Company in achieving the above permission, including by submitting all necessary documents.

4.8. Offset Right. The Company shall have the right to offset from the Fees or from any other payment to which Service Provider is entitled hereunder or under any other agreement with Service Provider, any amount to which the Company is entitled by virtue of this Agreement or any other agreement between the parties. The Service Provider waives and shall not make any claims against the Company's right of offset.

5. Confidentiality 5.1. Definition. “Confidential Information” shall mean confidential and proprietary information

of the Company, whether in tangible or intangible form, and whether in written form or readable by machine, including, without limitation, information concerning activities of the Company and any of its affiliates, product research and development, patents, copyrights, customers (including customer and/or suppliers files, lists matters), business plans, marketing plans, sales practices, methods and techniques, records, and affairs, strategies and plans, forecasts, trade secrets, test results, formulae, technologies and processes, sources of supply and vendors, special business relationships with vendors, agents, and brokers, promotional materials and information, product specifications, pricing information, intellectual property, technical data, operations and production costs, designs, formulas, ideas, plans, devices, materials, data, know-how, improvements, inventions (whether reduced to practice or not), techniques and products (actual or planned) and other similar matters which are confidential, including confidential information received by Company from any third party (such as its clients, customers, consultants, shareholders, licensees, licensors, vendors or affiliates) subject to obligations of confidentiality towards said third party. Confidential Information shall also include all Work Products and any other information relating to the Company that a reasonably prudent person would expect not to be made available to third parties without restriction or payment. Confidential Information shall not include information that at the time of disclosure to Service Provider is in the publ