AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 24, 2021 among PROTALIX BIOTHERAPEUTICS, INC., as Issuer THE GUARANTORS PARTY HERETO, WILMINGTON SAVINGS FUND SOCIETY, FSB, as Collateral Agent

Exhibit 10.1

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EXECUTION VERSION

AMENDED AND RESTATED SECURITY AGREEMENT

dated as of

August 24, 2021

among

PROTALIX BIOTHERAPEUTICS, INC.,

as Issuer

THE GUARANTORS PARTY HERETO,


WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Collateral Agent

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as 2021 Notes Trustee

and

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as 2024 Notes Trustee

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Table of Contents

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AMENDED AND RESTATED

SECURITY AGREEMENT

This AMENDED AND RESTATED SECURITY AGREEMENT dated as of August 24, 2021 (the “Effective Date”), among Protalix BioTherapeutics, Inc., as issuer (the “Issuer”), the Guarantors (as defined below) party hereto, Wilmington Savings Fund Society, FSB, as the collateral agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Collateral Agent”), and The Bank of New York Mellon Trust Company, N.A., as Trustee under the 2021 Notes Indenture (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “2021 Notes Trustee”) and as Trustee under the 2024 Notes Indenture (as defined below) (in such capacity, together with its successors and permitted assigns in such capacity, the “2024 Notes Trustee”, and the 2024 Notes Trustee, together with the 2021 Notes Trustee, the “Trustee”).

WHEREAS, (i) pursuant to the Indenture dated as of December 7, 2016 among the Issuer, the Guarantors party thereto, the 2021 Notes Trustee, and the Collateral Agent (as supplemented by the First Supplemental Indenture, dated July 24, 2017, the Second Supplemental Indenture, dated November 27, 2017, and the Third Supplemental Indenture, dated as of the date hereof, and as further supplemented, amended, modified, renewed or extended from time to time, the “2021 Notes Indenture”), the Issuer issued its 7.50% secured convertible notes due 2021 (the “2021 Notes”), and the Guarantors have guaranteed the 2021 Notes and (ii) pursuant to the Indenture dated as of the date hereof among the Issuer, the Guarantors party thereto, the 2024 Notes Trustee, and the Collateral Agent (as supplemented, amended, modified, renewed or extended from time to time, the “2024 Notes Indenture” and, together with the 2021 Notes Indenture, the “Indentures” and, each, an “Indenture”), the Issuer has or will issue, on the Effective Date, its 7.50% secured convertible notes due 2024 (the “2024 Notes” and, together with the 2021 Notes, the “Notes”), and the Guarantors have or will guarantee the 2024 Notes on and after the Effective Date;

WHEREAS, the Issuer, the Guarantors and the Collateral Agent entered into that certain Security Agreement, dated as of December 7, 2016 (as supplemented, amended, modified, renewed or extended prior to the date hereof, the “Existing Security Agreement”) in order to secure the Issuer’s and the Guarantors’ obligations under the 2021 Notes Indenture;

WHEREAS, the Issuer and the Guarantors desire to amend and restate the Existing Security Agreement as set forth herein in order to secure the Issuer’s and the Guarantors’ obligations under the Indentures by granting Liens on their respective assets to the Collateral Agent as provided herein;

WHEREAS, the Collateral Agent has agreed to act as agent for the benefit of the Secured Parties in connection with the transactions contemplated by the Indentures and this Agreement; and

WHEREAS, upon any foreclosure or other enforcement action as provided herein, the net proceeds of the relevant Collateral are to be received by or paid over to the Collateral Agent and applied as provided herein;

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NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Existing Security Agreement is hereby amended and restated in its entirety as follows:

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“2021 Holders” has the meaning given to the term “Holders” under the 2021 Notes Indenture.

“2021 Note Documents” has the meaning given to the term “Note Documents” under the 2021 Notes Indenture.

“2021 Note Obligations” has the meaning given to the term “Obligations” under the 2021 Notes Indenture.

“2021 Notes Secured Parties” means the 2021 Notes Trustee, the 2021 Holders and the Collateral Agent.

“2024 Holders” has the meaning given to the term “Holders” under the 2024 Notes Indenture.

“2024 Note Documents” has the meaning given to the term “Note Documents” under the 2024 Notes Indenture.

“2024 Note Obligations” has the meaning given to the term “Obligations” under the 2024 Notes Indenture.

“2024 Notes Secured Parties” means the 2024 Notes Trustee, the 2024 Holders and the Collateral Agent.

“Acting Noteholders” means, at any time, (i) the Holders of at least 10% of the aggregate principal amount of the 2021 Notes then outstanding, and (ii) the Holders of at least 10% of the aggregate principal amount of the 2024 Notes then outstanding, voting as a single class.

“Collateral” has the meaning set forth in Section 3(a)(xiv).

“Control” has the meaning specified in UCC Section 8-106, 9-104, 9-105, 9-106 or 9-107, as may be applicable to the relevant Collateral.

“Controlled Deposit Account” means a Deposit Account (i) that is subject to a Deposit Account Control Agreement or (ii) as to which the Collateral Agent is the Depositary Bank’s “customer” (as defined in UCC Section 4-104).

“Copyright License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use, copy, reproduce, distribute, prepare derivative works, display or publish any records or other materials on which a Copyright is in existence or may come into existence, including any agreement identified in Schedule 1 to any Copyright Security Agreement.

“Copyrights” means all the following: (i) all copyrights under the laws of the United States or any other country (whether or not the underlying works of authorship have been published), all registrations and recordings thereof, all copyrightable works of authorship (whether or not published), and all applications for copyrights under the laws of the United

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States or any other country, including registrations, recordings and applications in the United States Copyright Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Copyright Security Agreement, (ii) all renewals of any of the foregoing, (iii) all claims for, and rights to ▇▇▇ for, past or future infringements of any of the foregoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Copyright Security Agreement” means a Copyright Security Agreement, substantially in the form of Exhibit B, executed and delivered by a Grantor in favor of the Collateral Agent for the benefit of the Secured Parties.

“Deposit Account Control Agreement” means, with respect to any Deposit Account of any Grantor, a Deposit Account Control Agreement in a form reasonably acceptable to the Collateral Agent among such Grantor, the Collateral Agent and the relevant Depositary Bank.

“Depositary Bank” means a bank at which a Controlled Deposit Account is maintained.

“Equity Interest” means Capital Stock; provided, however, that “Equity Interests” does not include any debt security that is convertible into, or exchangeable for, (x) Capital Stock or (b) Capital Stock and/or cash based on the value of such Capital Stock).

“Grantors” means the Issuer and the Guarantors.

“Guarantors” has the meaning set forth in each Indenture.

“Holder” or “Holders” means the 2021 Holders and the 2024 Holders.

“IIA Approval” means the approval of the Israel Innovation Authority granted in connection with the transactions contemplated by the Note Documents.

“IIA-Funded Know-How” means the Intellectual Property forming part of the Collateral that was developed with the support of the Israeli Innovation Authority, including any rights derived therefrom.

“IIA Restrictions” means the following restrictions under Israeli law:

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and be subject to the approval of the Israeli Innovation Authority and to the conditions of the IIA Approval and the provisions of the Research Law; and

“Indenture” has the meaning assigned to such term in the recitals of this Agreement.

“Intellectual Property” means any and all intellectual property and proprietary rights of any Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential or proprietary technical and business information, know-how, improvements, data, software and databases and all embodiments or fixations thereof and related documentation, registrations and applications for registrations, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing.

“Intellectual Property Filing” means (i) with respect to any Patent, Patent License, Trademark or Trademark License, the filing of the applicable Patent Security Agreement or Trademark Security Agreement with the United States Patent and Trademark Office, together with an appropriately completed recordation form, and (ii) with respect to any Copyright or Copyright License, the filing of the applicable Copyright Security Agreement with the United States Copyright Office, together with an appropriately completed recordation form, in each case sufficient to record the Transaction Lien granted to the Collateral Agent in such Intellectual Property.

“Intellectual Property Security Agreement” means a Copyright Security Agreement, a Patent Security Agreement or a Trademark Security Agreement.

“Israeli Grantor” means Protalix Ltd., a limited company organized under the laws of the State of Israel, and each other Grantor that is organized under the laws of the State of Israel.

“Israeli Innovation Authority” means the Israeli National Authority for Technological Innovation (formerly known as the Office of the Chief Scientist of the Israeli Ministry of the Economy), or any successor governmental authority.

“Israeli Security Trustee” means ▇▇▇▇▇▇▇▇▇ Shaham Trusts Ltd., in its capacity as Security Trustee under the Israeli law governed Security Documents.

“Issuer Control Agreement” means an Issuer Control Agreement substantially in the form of Exhibit F.

“License” means any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.

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“Material Commercial Tort Claim” means a Commercial Tort Claim involving a claim for more than $500,000.

“Note Documents” means the 2021 Note Documents and the 2024 Note Documents.

“Officer” means the Chairman of the Board, the Vice Chairman, the Chief Executive Officer, the President, the Chief Financial Officer, any Executive Vice President, any Senior Vice President, any Vice President, the Chief Accounting Officer, the Treasurer or the Secretary of the Issuer or any Guarantor, as applicable.

“Officers’ Certificate” means a written certificate signed in the name of the Grantor by any two Officers, and delivered to the Collateral Agent.

“Opinion of Counsel” means a written opinion of legal counsel (who may be counsel to a Grantor or other counsel, in either case satisfactory to the Collateral Agent) addressed and delivered to the Collateral Agent.

“Original Grantor” means any Grantor that grants a Lien on any of its assets hereunder on the Effective Date.

“own” refers to the possession of sufficient rights in property to grant a security interest therein as contemplated by UCC Section 9-203, and “acquire” refers to the acquisition of any such rights.

“Patent License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right with respect to any Patent or any invention, whether patentable or not, now or hereafter in existence, including any agreement identified in Schedule 1 to any Patent Security Agreement.

“Patents” means (i) all patents of the United States or any other country and all applications for patents of the United States or any other country, including applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Patent Security Agreement, (ii) all reissues, reexaminations, divisions, continuations, continuations-in-part, revisions and extensions of any of the foregoing, (iii) all claims for, and rights to ▇▇▇ for, past or future infringements of any of the foregoing and (iv) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Patent Security Agreement” means a Patent Security Agreement, substantially in the form of Exhibit C, executed and delivered by a Grantor in favor of the Collateral Agent for the benefit of the Secured Parties.

“Perfection Certificate” means, with respect to any Grantor, a certificate substantially in the form of Exhibit E, completed and supplemented with the schedules contemplated thereby, and signed by an officer of such Grantor.

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“Permitted Liens” means (i) the Transaction Liens and (ii) any other Liens on the Collateral permitted to be created or assumed or to exist pursuant to Section 4.16 of each Indenture.

“Personal Property Collateral” means all property included in the Collateral except Real Property Collateral.

“Pledged”, when used in conjunction with any type of asset, means at any time an asset of such type that is included (or that creates rights that are included) in the Collateral at such time. For example, “Pledged Equity Interest” means an Equity Interest that is included in the Collateral at such time.

“Post-Petition Interest” means any interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of any one or more of the Grantors (or would accrue but for the operation of applicable bankruptcy or insolvency laws), whether or not such interest is allowed or allowable as a claim in any such proceeding.

“Proceeds” means all proceeds of, and all other profits, products, rents or receipts, in whatever form, arising from the collection, sale, lease, exchange, assignment, licensing or other disposition of, or other realization upon, any Collateral, including all claims of the relevant Grantor against third parties for loss of, damage to or destruction of, or for proceeds payable under, or unearned premiums with respect to, policies of insurance in respect of, any Collateral, and any condemnation or requisition payments with respect to any Collateral.

“Real Property Collateral” means all real property (including leasehold interests in real property) included in the Collateral.

“Recordable Intellectual Property” means (i) any Patent registered with the United States Patent and Trademark Office, and any Patent License with respect to a Patent so registered, (ii) any Trademark registered with the United States Patent and Trademark Office, and any Trademark License with respect to a Trademark so registered, (iii) any Copyright registered with the United States Copyright Office and any Copyright License with respect to a Copyright so registered and (iv) all rights in, to or under any of the foregoing.

“Research Law” means the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 5744-1984 and the regulations, rules, circulars and guidelines promulgated or published thereunder.

“Required Secured Parties” means, at any time, (i) the Holders of more than 50% in aggregate principal amount of the 2021 Notes then outstanding, and (ii) the Holders of more than 50% in aggregate principal amount of the 2024 Notes then outstanding, voting as a single class.

“Secured Agreement”, when used with respect to any Secured Obligation, refers collectively to each instrument, agreement or other document that sets forth obligations of the Issuer, obligations of a guarantor and/or rights of the holder with respect to such Secured Obligation.

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“Secured Obligations” means (i) all the principal of, premium on, if any, and interest on (including Post-Petition Interest) all Notes outstanding from time to time under the Indentures and (ii) all other amounts now or hereafter payable by the Issuer or any Guarantor pursuant to the Note Documents (including, without limitation, in respect of the Notes Guarantees), in each case, whether absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer and/or any Guarantor of any proceeding under any debtor relief law naming the Issuer and/or any Guarantor as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.

“Secured Parties” means the 2021 Notes Secured Parties and the 2024 Notes Secured Parties.

“Security Agreement Supplement” means a Security Agreement Supplement, substantially in the form of Exhibit A, signed and delivered to the Collateral Agent for the purpose of adding a Subsidiary as a party hereto pursuant to Section 21 and/or adding additional property to the Collateral.

“Trademark License” means any agreement now or hereafter in existence granting to any Grantor, or pursuant to which any Grantor grants to any other Person, any right to use any Trademark, including any agreement identified in Schedule 1 to any Trademark Security Agreement.

“Trademarks” means: (i) all trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos, brand names, domain names, rights of publicity, trade dress, prints and labels on which any of the foregoing have appeared or appear, package and other designs, and all other source or business identifiers, and all general intangibles of like nature, and the rights in any of the foregoing which arise under applicable law, (ii) the goodwill of the business symbolized thereby or associated with each of them, (iii) all registrations and applications for registration in connection therewith, including registrations and applications in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including those described in Schedule 1 to any Trademark Security Agreement, (iv) all renewals of any of the foregoing, (v) all claims for, and rights to ▇▇▇ for, past or future infringements of any of the foregoing and (vi) all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof.

“Trademark Security Agreement” means a Trademark Security Agreement, substantially in the form of Exhibit D, executed and delivered by a Grantor in favor of the Collateral Agent for the benefit of the Secured Parties.

“Transaction Liens” means the Liens granted by the Grantors under this Agreement.

“Trustees” means the 2021 Notes Trustee and the 2024 Notes Trustee.

“UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the

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priority of any Transaction Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

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provided that the following property (collectively, the “Excluded Assets”) is excluded from the foregoing security interests: (A) motor vehicles the perfection of a security interest in which is excluded from the Uniform Commercial Code in the relevant jurisdiction, (B) any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impact the validity or enforceability of such application under applicable federal law, (C) any permit or license or any contractual obligation entered into by a Grantor that prohibits or requires the consent of any Person other than the Issuer or any of its subsidiaries as a condition to the creation by such Grantor of a Lien on any right, title or interest in such permit, license or contractual agreement, except to the extent such prohibition or consent requirement is ineffective under applicable law, (D) any property to the extent that the grant of a security interest therein is prohibited by any applicable law or regulation, requires a consent not obtained of any governmental authority pursuant to any applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or requires any consent not obtained under, any contract, license, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property, any applicable shareholder or similar agreement, except to the extent that such law or regulation or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law and (E) those assets as to which the Collateral Agent and the Issuer shall reasonably determine, in writing, that the cost or other consequence of obtaining a lien thereon or perfection thereof are excessive in relation to the benefit to the Secured Parties of the security to be afforded thereby. Each Grantor shall upon request of the Collateral Agent use all reasonable efforts to obtain any such required consent that is reasonably obtainable. Notwithstanding anything herein to the contrary, the parties acknowledge and agree that the “Collateral” of any Israeli Grantor shall only include Intellectual Property registered in the United States of America; provided that in respect of any such Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Collateral and any enforcement thereof shall be (x) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (y) separately governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts. Notwithstanding anything contained herein or in any other Note Document to the contrary, in no event shall the Collateral Agent be deemed to have been granted a security interest in, nor shall the Collateral Agent have any obligations with respect to or liability in connection with, any Collateral constituting IIA-Funded Know-How Collateral. In furtherance of, and without limiting the generality of the foregoing, in no event shall the Collateral Agent have any obligations with respect to, or liability for, any Collateral governed by the laws of the State of Israel and/or located (and in the case of any Intellectual Property constituting Collateral, registered) in the State of Israel.

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Such Grantor authorizes the Collateral Agent, without any obligation, to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral (including as the Collateral is specifically described herein or “all assets”, “all personal property” or “all assets whether now owned or hereinafter acquired” or other words of similar effect) and other information set forth therein as the Collateral Agent may reasonably deem necessary or desirable for the purposes set forth in the preceding sentence. Each Grantor also ratifies its authorization for the Collateral Agent to file in any such jurisdiction any initial

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financing statements or amendments thereto if filed prior to the date hereof. The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office or any similar office in any other country) such documents as may be necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the security interests granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party. The Issuer will pay the actual and documented costs of, or reasonably incidental to, any Intellectual Property Filings and any recording or filing of any financing or continuation statements or other documents recorded or filed pursuant hereto.

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provided that, except in the case of Personal Property Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent will give the relevant Grantor at least ten days’ prior written notice of the time and place of any public sale thereof or the time after which any private sale or other intended disposition thereof will be made. Any such notice shall (i) contain the information specified in UCC Section 9-613, (ii) be Authenticated and (iii) be sent to the parties required to be notified pursuant to UCC Section 9-611(c); provided that, if the Collateral Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC.

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If the Collateral Agent resigns or is removed by the Issuer or the Required Secured Parties, or if a vacancy exists in the office of Collateral Agent for any reason (the Collateral Agent in such event being referred to herein as the retiring Collateral Agent), then the Required Secured Parties may appoint a successor Collateral Agent (with, so long as no Event of Default has occurred under either Indenture, the consent of the Issuer (not to be unreasonably withheld, conditioned or delayed)).

A successor Collateral Agent will deliver a written acceptance of its appointment to the retiring Collateral Agent and to the Issuer. Thereupon, the resignation or removal of the retiring Collateral Agent will become effective, and the successor Collateral Agent will have all the rights, powers and duties of the Collateral Agent under each of the Indentures and the other Note Documents. The successor Collateral Agent will send a notice of its succession to Holders of the Notes, the 2021 Notes Trustee and the 2024 Notes Trustee. The retiring Collateral Agent will, upon payment of all of its costs and the costs of its agents and counsel, promptly transfer all property held by it as Collateral Agent to the successor Collateral Agent, subject to the lien provided for in connection with the payment obligations of the Issuer to the Collateral Agent.

If a successor Collateral Agent does not take office within thirty (30) days after the retiring Collateral Agent resigns or is removed, the retiring Collateral Agent, the Issuer or the Acting Noteholders may petition, at the expense of the Issuer, any court of competent jurisdiction for the appointment of a successor Collateral Agent.

Notwithstanding the replacement of the Collateral Agent, the Issuer’s payment obligations, including with respect to indemnification obligations, to the Collateral Agent under this Agreement and the other Note Documents will continue for the benefit of the retiring Collateral Agent.

If the Collateral Agent consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association without any further act will be the successor Collateral Agent.

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[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

Issuer:

Protalix BioTherapeutics, Inc.


By: /s/ ▇▇▇▇ ▇▇▇▇▇​ ​​ ​​ ​​ ​​ ​
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President & Chief Financial Officer

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By: /s/ ▇▇▇▇ ▇▇▇▇▇▇​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President & Chief Executive Officer

Israeli Grantor (solely with respect to the provisions directly relating to the Israeli Grantor’s Intellectual Property registered in the United States of America):

Protalix Ltd.


By: /s/ ▇▇▇▇ ▇▇▇▇▇​ ​
Name: ▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President & Chief Financial Officer

Grantor:

Protalix B.V.


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director

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Collateral Agent:

Wilmington Savings Fund Society, FSB, as Collateral Agent


By: /s/ ▇▇▇▇ ▇▇▇▇▇▇​ ​
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Trust Officer

Trustees:

The Bank of New York Mellon Trust Company, N.A., as 2021 Notes Trustee

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇​ ​
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

The Bank of New York Mellon Trust Company, N.A., as 2024 Notes Trustee

By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇​ ​​ ​
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President

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SCHEDULE 1

EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
OWNED BY ORIGINAL GRANTORS
(as of the Effective Date)

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SCHEDULE 2

INVESTMENT PROPERTY
(other than Equity Interests in Subsidiaries and Affiliates)
OWNED BY ORIGINAL GRANTORS
(as of the Effective Date)

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PART 1 — Securities

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PART 2 — Securities Accounts

The Original Grantors own Security Entitlements with respect to Financial Assets credited to the following Securities Accounts:¹

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¹ If any such Securities Account holds material long-term investments and is not a trading account, more detailed information as to such investments could appropriately be required to be disclosed in this Schedule.

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SCHEDULE 3

MATERIAL COMMERCIAL TORT CLAIMS

Describe each existing Material Commercial Tort Claim with the specificity required to satisfy Official Comment 5 to UCC Section 9-108.

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None.

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EXHIBIT A
to Amended and Restated Security Agreement

SECURITY AGREEMENT SUPPLEMENT

SECURITY AGREEMENT SUPPLEMENT dated as of ____________, ____, delivered by [NAME OF GRANTOR] (the “Grantor”).

WHEREAS, Protalix BioTherapeutics, Inc., the Guarantors party thereto, Wilmington Savings Fund Society, FSB, as Collateral Agent, The Bank of New York Mellon Trust Company, N.A., as 2021 Notes Trustee, and The Bank of New York Mellon Trust Company, N.A., as 2024 Notes Trustee, are parties to an Amended and Restated Security Agreement dated as of August 24, 2021 (as heretofore supplemented, amended, modified, renewed and/or extended, the “Security Agreement”) under which Protalix BioTherapeutics, Inc. and the Guarantors secure certain of their respective obligations (the “Secured Obligations”);

WHEREAS, [name of Grantor] has executed Note Guarantees and desires to become a party to the Security Agreement as a Grantor thereunder;¹ and

WHEREAS, terms defined in the Security Agreement (or whose definitions are incorporated by reference in Section 1 of the Security Agreement) and not otherwise defined herein have, as used herein, the respective meanings provided for therein;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Grant of Transaction Liens. (a) In order to secure the payment and performance of the Secured Obligations, the Grantor grants to the Collateral Agent for the ratable benefit of the Secured Parties a security interest in all the right, title and interests of such Grantor in, to, and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (the “New Collateral”):

[describe property being added to the Collateral]²

(b)With respect to each right to payment or performance included in the Collateral from time to time, the Transaction Lien granted therein includes a continuing security interest in (i) any Supporting Obligation that supports such payment or performance and (ii) any Lien that (x) secures such right to payment or performance or (y) secures any such Supporting Obligation.

(c)The foregoing Transaction Liens are granted as security only and shall not subject the Collateral Agent or any other Secured Party to, or transfer or in any way

¹ If the Grantor is the Issuer, delete this recital and Section 1 hereof.

² If the Grantor is not already a party to the Security Agreement, clauses (i) through (xvi) of, and the proviso to, Section 3(a) of the Security Agreement may be appropriate.

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affect or modify, any obligation or liability of the Grantor with respect to any of the New Collateral or any transaction in connection therewith.

▇.▇▇▇▇▇▇▇▇ of Collateral. Concurrently with delivering this Security Agreement Supplement to the Collateral Agent, the Grantor is complying with the provisions of Section 7 of the Security Agreement with respect to Investment Property, in each case if and to the extent included in the New Collateral at such time.

▇.▇▇▇▇▇ to Security Agreement. Upon delivering this Security Agreement Supplement to the Collateral Agent, the Grantor will become a party to the Security Agreement and will thereafter have all the rights and obligations of a Grantor thereunder and be bound by all the provisions thereof as fully as if the Grantor were one of the original parties thereto.

4.Financing Statements. The Grantor authorizes the Collateral Agent, without any obligation, to execute and file such financing statements or continuation statements in such jurisdictions with such descriptions of collateral (including as the New Collateral is specifically described herein or “all assets”, “all personal property” or “all assets whether now owned or hereinafter acquired” or other words of similar effect) and other information set forth therein as the Collateral Agent may reasonably deem necessary or desirable for the purposes set forth in Section 5(a) of the Security Agreement.

5.Representations and Warranties. (a) The Grantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

(b)The Grantor has delivered a Perfection Certificate to the Collateral Agent. The information set forth therein is correct and complete in all material respects as of the date hereof.

(c)The execution and delivery of this Security Agreement Supplement by the Grantor and the performance by it of its obligations under the Security Agreement as supplemented hereby are within its corporate or other powers, have been duly authorized by all necessary corporate or other action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of its organizational documents, or of any agreement, judgment, injunction, order, decree or other instrument binding upon it or result in the creation or imposition of any Lien (except a Transaction Lien) on any of its assets.

(d)The Security Agreement as supplemented hereby constitutes a valid and binding agreement of the Grantor, enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally and (ii) general principles of equity.

(e)Each of the representations and warranties set forth in Sections 4 through 11 of the Security Agreement is true in all material respects as applied to the Grantor and the New Collateral. For purposes of the foregoing sentence, references in said Sections to a “Grantor” shall be deemed to refer to the Grantor, references to Schedules to the Security Agreement shall be deemed to refer to the corresponding Schedules to this

​

Security Agreement Supplement, references to “Collateral” shall be deemed to refer to the New Collateral, and references to the “Effective Date” shall be deemed to refer to the date on which the Grantor signs and delivers this Security Agreement Supplement.

6.Governing Law. This Security Agreement Supplement shall be construed in accordance with and governed by the laws of the State of New York. Each of the Grantors hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Security Agreement Supplement, the indentures, the notes, the note guarantees or the transactions contemplated hereby.

7.Submission to Jurisdiction. Each Grantor: (a) agrees that any suit, action or proceeding against it arising out of or relating to this Security Agreement Supplement, may be instituted in any U.S. federal court with applicable subject matter jurisdiction sitting in The City of New York; (b) waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding, and any claim that any suit, action or proceeding in such a court has been brought in an inconvenient forum; and (c) submits to the nonexclusive jurisdiction of such courts in any suit, action or proceeding. Each Grantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for the term of this Security Agreement Supplement. Nothing in this Security Agreement Supplement shall in any way be deemed to limit the ability to serve any such writs, process or summonses in any other manner permitted by applicable law.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Security Agreement Supplement to be duly executed by their respective authorized officers as of the day and year first above written.

[NAME OF GRANTOR]


By:​ ​​ ​
Name:
Title:

​

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Schedule 1
to Security Agreement
Supplement

EQUITY INTERESTS IN SUBSIDIARIES AND AFFILIATES
OWNED BY GRANTOR

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Schedule 2
to Security Agreement
Supplement

INVESTMENT PROPERTY
(other than Equity Interests in Subsidiaries and Affiliates)
OWNED BY GRANTOR

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PART 1 — Securities

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PART 2 — Securities Accounts

The Grantor owns Security Entitlements with respect to Financial Assets credited to the following Securities Accounts:¹

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¹ If any such Securities Account holds material long-term investments and is not a trading account, more detailed information as to such investments could appropriately be required to be disclosed in this Schedule.

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EXHIBIT B
to Amended and Restated Security Agreement

COPYRIGHT SECURITY AGREEMENT

(Copyrights, Copyright Registrations, Copyright
Applications and Copyright Licenses)

WHEREAS, [name of Grantor], a ______________ corporation¹ (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, the Copyright Collateral (as defined below);

WHEREAS, Protalix BioTherapeutics, Inc. (the “Issuer”), the Guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Wilmington Savings Fund Society, FSB, as Collateral Agent, are parties to (i) an Indenture dated as of December 7, 2016 (as supplemented, amended, modified, renewed or extended from time to time, the “2021 Notes Indenture”) and (ii) an Indenture dated as of August 24, 2021 (as supplemented, amended, modified, renewed or extended from time to time, the “2024 Notes Indenture” and together with the 2021 Notes Indenture, the “Indentures” and each an “Indenture”); and

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 24, 2021 (as supplemented, amended, modified, renewed and/or extended from time to time, the “Security Agreement”) among the Issuer, the Guarantors party thereto, Wilmington Savings Fund Society, FSB, as Collateral Agent for the Secured Parties referred to therein (in such capacity, together with its successors in such capacity, the “Grantee”), The Bank of New York Mellon Trust Company, N.A., as 2021 Notes Trustee, and The Bank of New York Mellon Trust Company, N.A., as 2024 Notes Trustee, the Grantor has secured certain of its obligations (the “Secured Obligations”) by granting to the Grantee for the benefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to and under the Copyright Collateral (as defined below);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor grants to the Grantee for the ratable benefit of the Secured Parties, to secure the payment and performance of the Secured Obligations, a security interest in all of the Grantor’s right, title and interests in, to and under the following property (all of the following items or types of property being herein collectively referred to as the “Copyright Collateral”), whether now owned or existing or hereafter acquired or arising:

(i)all Copyrights (as defined in the Security Agreement), including, without limitation, each Copyright registration or application therefor referred to in Schedule 1 hereto;

(ii)all Copyright Licenses (as defined in the Security Agreement), including, without limitation, each Copyright License identified in Schedule 1 hereto; and

¹ Modify as needed if the Grantor is not a corporation.

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(iii)to the extent not otherwise included, all Proceeds of the foregoing.

[Notwithstanding anything contained in this Copyright Security Agreement to the contrary, (a) with respect to the security interests granted by any Israeli Grantor pursuant to this Copyright Security Agreement, this Copyright Security Agreement and each of the terms hereof relating to Copyright Collateral shall be limited solely to Copyright Collateral (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws); and (b) in respect of Copyright Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Copyright Collateral and any enforcement thereof shall be (i) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (ii) governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts.]²

The Grantor irrevocably constitutes and appoints the Grantee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full power and authority in the name of the Grantor or in the Grantee’s name, from time to time, so long as any Event of Default shall have occurred and be continuing, to take with respect to the Copyright Collateral any and all appropriate action which the Grantor might take with respect to the Copyright Collateral and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Copyright Security Agreement and to accomplish the purposes hereof.

The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the Security Agreement. The Grantor acknowledges and affirms that the rights and remedies of the Grantee with respect to the security interest in the Copyright Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Capitalized terms herein used and not herein defined shall have the respective meanings ascribed to such terms in the Security Agreement. This Copyright Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. The exchange of copies of this Copyright Security Agreement and of signature pages by facsimile, .pdf or other electronic image-scan transmission shall constitute effective execution and delivery of this Copyright Security Agreement as to the parties hereto and may be used in lieu of the original Copyright Security Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Copyright Security Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same

² Insert for an Israeli Grantor.

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legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Grantor has caused this Copyright Security Agreement to be duly executed by its officer thereunto duly authorized as of the ___ day of ____________, ____.

[NAME OF GRANTOR]

By: ​ ​

Name:
Title:

Acknowledged:

WILMINGTON SAVINGS FUND SOCIETY,

FSB,

as Collateral Agent

By:

Name:

Title:

​

​

​

Schedule 1
to Copyright
Security Agreement

[NAME OF GRANTOR]

COPYRIGHT REGISTRATIONS

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COPYRIGHT APPLICATIONS

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COPYRIGHT LICENSES

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EXHIBIT C
to Amended and Restated Security Agreement

PATENT SECURITY AGREEMENT

(Patents, Patent Applications and Patent Licenses)

WHEREAS, [name of Grantor], a ___ corporation¹ (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, the Patent Collateral (as defined below);

WHEREAS, Protalix BioTherapeutics, Inc. (the “Issuer”), the Guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Wilmington Savings Fund Society, FSB, as Collateral Agent, are parties to (i) an Indenture dated as of December 7, 2016 (as supplemented, amended, modified, renewed or extended from time to time, the “2021 Notes Indenture”) and (ii) an Indenture dated as of August 24, 2021 (as supplemented, amended, modified, renewed or extended from time to time, the “2024 Notes Indenture” and together with the 2021 Notes Indenture, the “Indentures” and each an “Indenture”); and

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 24, 2021 (as supplemented, amended, modified, renewed and/or extended from time to time, the “Security Agreement”) among the Issuer, the Guarantors party thereto, Wilmington Savings Fund Society, FSB, as Collateral Agent for the Secured Parties referred to therein (in such capacity, together with its successors in such capacity, the “Grantee”), The Bank of New York Mellon Trust Company, N.A., as 2021 Notes Trustee, and The Bank of New York Mellon Trust Company, N.A., as 2024 Notes Trustee, the Grantor has secured certain of its obligations (the “Secured Obligations”) by granting to the Grantee for the benefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to and under the Patent Collateral (as defined below);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor grants to the Grantee for the ratable benefit of the Secured Parties, to secure the payment and performance of the Secured Obligations, a security interest in all of the Grantor’s right, title and interests in, to and under the following property (all of the following items or types of property being herein collectively referred to as the “Patent Collateral”), whether now owned or existing or hereafter acquired or arising:

(i)all Patents (as defined in the Security Agreement), including, without limitation, each Patent referred to in Schedule 1 hereto;

(ii)all Patent Licenses (as defined in the Security Agreement), including, without limitation, each Patent License identified in Schedule 1 hereto; and

(iii)to the extent not otherwise included, all Proceeds of the foregoing.

[Notwithstanding anything contained in this Patent Security Agreement to the contrary, (a) with respect to the security interests granted by any Israeli Grantor pursuant to this Patent

¹ Modify as needed if the Grantor is not a corporation.

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Security Agreement, this Patent Security Agreement and each of the terms hereof relating to Patent Collateral shall be limited solely to Patent Collateral (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws); and (b) in respect of Patent Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Patent Collateral and any enforcement thereof shall be (i) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (ii) governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts.]²

The Grantor irrevocably constitutes and appoints the Grantee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full power and authority in the name of the Grantor or in the Grantee’s name, from time to time, so long as any Event of Default shall have occurred and be continuing, to take with respect to the Patent Collateral any and all appropriate action which the Grantor might take with respect to the Patent Collateral and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Patent Security Agreement and to accomplish the purposes hereof.

The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the Security Agreement. The Grantor acknowledges and affirms that the rights and remedies of the Grantee with respect to the security interest in the Patent Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Capitalized terms herein used and not herein defined shall have the respective meanings ascribed to such terms in the Security Agreement. This Patent Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. The exchange of copies of this Patent Security Agreement and of signature pages by facsimile, .pdf or other electronic image-scan transmission shall constitute effective execution and delivery of this Patent Security Agreement as to the parties hereto and may be used in lieu of the original Patent Security Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Patent Security Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce

² Insert for an Israeli Grantor.

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Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Grantor has caused this Patent Security Agreement to be duly executed by its officer thereunto duly authorized as of the ____ day of ______________, ____.

[NAME OF GRANTOR]

By: ​ ​

Name:
Title:

Acknowledged:

WILMINGTON SAVINGS FUND SOCIETY,

FSB,

as Collateral Agent

By:

Name:

Title:

​

​

​

Schedule 1
to Patent
Security Agreement

[NAME OF GRANTOR]

PATENTS, DESIGN PATENTS AND PATENT APPLICATIONS

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PATENT LICENSES

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EXHIBIT D
to Amended and Restated Security Agreement

TRADEMARK SECURITY AGREEMENT

(Trademarks, Trademark Registrations, Trademark
Applications and Trademark Licenses)

WHEREAS, [name of Grantor], a ____________ corporation¹ (herein referred to as the “Grantor”) owns, or in the case of licenses is a party to, the Trademark Collateral (as defined below);

WHEREAS, Protalix BioTherapeutics, Inc. (the “Issuer”), the Guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as Trustee, and Wilmington Savings Fund Society, FSB, as Collateral Agent, are parties to (i) an Indenture dated as of December 7, 2016 (as supplemented, amended, modified, renewed or extended from time to time, the “2021 Notes Indenture”) and (ii) an Indenture dated as of August 24, 2021 (as supplemented, amended, modified, renewed or extended from time to time, the “2024 Notes Indenture” and together with the 2021 Notes Indenture, the “Indentures” and each an “Indenture”); and

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 24, 2021 (as supplemented, amended, modified, renewed and/or extended from time to time, the “Security Agreement”) among the Issuer, the Guarantors party thereto, Wilmington Savings Fund Society, FSB, as Collateral Agent for the Secured Parties referred to therein (in such capacity, together with its successors in such capacity, the “Grantee”), The Bank of New York Mellon Trust Company, N.A., as 2021 Notes Trustee, and The Bank of New York Mellon Trust Company, N.A., as 2024 Notes Trustee, the Grantor has secured certain of its obligations (the “Secured Obligations”) by granting to the Grantee for the benefit of such Secured Parties a continuing security interest in personal property of the Grantor, including all right, title and interest of the Grantor in, to and under the Trademark Collateral (as defined below);

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Grantor grants to the Grantee for the ratable benefit of the Secured Parties, to secure the payment and performance of the Secured Obligations, a security interest in all of the Grantor’s right, title and interests in, to and under the following property (all of the following items or types of property being herein collectively referred to as the “Trademark Collateral”), whether now owned or existing or hereafter acquired or arising:

(i)all Trademarks (as defined in the Security Agreement), including, without limitation, each Trademark registration and application referred to in Schedule 1 hereto, and all of the goodwill of the business symbolized by, or associated with, each Trademark;

(ii)all Trademark Licenses (as defined in the Security Agreement), including, without limitation, each Trademark License identified in Schedule 1 hereto, and all of the

¹ Modify as needed if the Grantor is not a corporation.

​

goodwill of the business connected with the use of, or symbolized by, each Trademark licensed pursuant thereto; and

(iii)to the extent not otherwise included, all Proceeds of the foregoing.

For the avoidance of doubt, in no event shall the Trademark Collateral include any United States “intent-to-use” Trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of such application under applicable federal law.

[Notwithstanding anything contained in this Trademark Security Agreement to the contrary, (a) with respect to the security interests granted by any Israeli Grantor pursuant to this Trademark Security Agreement, this Trademark Security Agreement and each of the terms hereof relating to Trademark Collateral shall be limited solely to Trademark Collateral (including each of its constitutive parts) located in the United States of America or governed by the laws of the United States of America (including, for the avoidance of doubt, federal laws and state laws); and (b) in respect of Trademark Collateral constituting IIA-Funded Know-How, the creation of any security interest over such Trademark Collateral and any enforcement thereof shall be (i) subject to the IIA Restrictions (including the Research Law and the IIA Approval) and (ii) governed by the laws of the State of Israel and subject to the exclusive jurisdiction of the Israeli courts.]²

The Grantor irrevocably constitutes and appoints the Grantee and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full power and authority in the name of the Grantor or in the Grantee’s name, from time to time, so long as any Event of Default shall have occurred and be continuing, to take with respect to the Trademark Collateral any and all appropriate action which the Grantor might take with respect to the Trademark Collateral and to execute any and all documents and instruments which may be necessary or desirable to carry out the terms of this Trademark Security Agreement and to accomplish the purposes hereof.

The foregoing security interest is granted in conjunction with the security interests granted by the Grantor to the Grantee pursuant to the Security Agreement. The Grantor acknowledges and affirms that the rights and remedies of the Grantee with respect to the security interest in the Trademark Collateral granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.

Capitalized terms herein used and not herein defined shall have the respective meanings ascribed to such terms in the Security Agreement. This Trademark Security Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. The exchange of copies of this Trademark Security Agreement and of signature pages by facsimile, .pdf or other electronic

² Insert for an Israeli Grantor.

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image-scan transmission shall constitute effective execution and delivery of this Trademark Security Agreement as to the parties hereto and may be used in lieu of the original Trademark Security Agreement for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes. The words “delivery,” “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Trademark Security Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Collateral Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

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IN WITNESS WHEREOF, the Grantor has caused this Trademark Security Agreement to be duly executed by its officer thereunto duly authorized as of the ____ day of ____________, ____.

[NAME OF GRANTOR]

By: ​ ​

Name:
Title:

Acknowledged:

WILMINGTON SAVINGS FUND SOCIETY,

FSB,

as Collateral Agent

By:

Name:

Title:

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Schedule 1
to Trademark
Security Agreement

[NAME OF GRANTOR]

U.S. TRADEMARK REGISTRATIONS AND APPLICATIONS

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​

TRADEMARK LICENSES

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EXHIBIT E
to Amended and Restated Security Agreement

PERFECTION CERTIFICATE

[Attached]

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EXHIBIT F
to Amended and Restated Security Agreement

ISSUER CONTROL AGREEMENT

ISSUER CONTROL AGREEMENT dated as of _____, _____ among ___________ (the “Grantor”), Wilmington Savings Fund Society, FSB, as Collateral Agent (the “Secured Party”), and _____ (the “Issuer”). All references herein to the “UCC” refer to the Uniform Commercial Code as in effect from time to time in [Issuer’s jurisdiction of incorporation].

W I T N E S S E T H :

WHEREAS, the Grantor is the registered holder of [specify Pledged Uncertificated Securities issued by the Issuer] issued by the Issuer (the “Securities”);

WHEREAS, pursuant to an Amended and Restated Security Agreement dated as of August 24, 2021 (as such agreement may be supplemented, amended, modified, renewed and/or extended from time to time, the “Security Agreement”), the Grantor has granted to the Secured Party a continuing security interest (the “Transaction Lien”) in all right, title and interest of the Grantor in, to and under the Securities, whether now existing or hereafter arising; and

WHEREAS, the parties hereto are entering into this Agreement in order to perfect the Transaction Lien on the Securities;

NOW, THEREFORE, the parties hereto agree as follows:

Section 1. Nature of Securities. The Issuer confirms that (i) the Securities are “uncertificated securities” (as defined in Section 8-102 of the UCC) and (ii) the Grantor is registered on the books of the Issuer as the registered holder of the Securities.

Section 2. Instructions. The Issuer agrees to comply with any “instruction” (as defined in Section 8-102 of the UCC) originated by the Secured Party and relating to the Securities without further consent by the Grantor or any other person. The Grantor consents to the foregoing agreement by the Issuer.

Section 3. Waiver of Lien; Waiver of Set-off. The Issuer waives any security interest, lien or right of set-off that it may now have or hereafter acquire in or with respect to the Securities. The Issuer’s obligations in respect of the Securities will not be subject to deduction, set off or any other right in favor of any person other than the Secured Party.

Section 4. Choice of Law. This Agreement shall be governed by the laws of [Issuer’s jurisdiction of incorporation].¹

Section 5. Conflict with Other Agreements. There is no agreement (except this Agreement) between the Issuer and the Grantor with respect to the Securities [except for [identify any existing other agreements] (the “Existing Other Agreements”)]. In the event of

¹ The Issuer’s jurisdiction of incorporation shall be a State in the United States.

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any conflict between this Agreement (or any portion hereof) and any other agreement [(including any Existing Other Agreement)] between the Issuer and the Grantor with respect to the Securities, whether now existing or hereafter entered into, the terms of this Agreement shall prevail.

Section 6. Amendments. No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all the parties hereto.

Section 7. Notice of Adverse Claims. Except for the claims and interests of the Secured Party and the Grantor in the Securities, the Issuer does not know of any claim to, or interest in, the Securities. If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, attachment, execution or similar process) against the Securities, the Issuer will promptly notify the Secured Party and the Grantor thereof.

Section 8. Maintenance of Securities. In addition to, and not in lieu of, the obligation of the Issuer to honor instructions as agreed in Section 2 hereof, the Issuer agrees as follows:

(i)Grantor Instructions; Notice of Exclusive Control. So long as the Issuer has not received a Notice of Exclusive Control (as defined below), the Issuer may comply with instructions of the Grantor or any duly authorized agent of the Grantor in respect of the Securities. After the Issuer receives a written notice from the Secured Party that it is exercising exclusive control over the Securities (a “Notice of Exclusive Control”), the Issuer will cease complying with instructions of the Grantor or any of its agents.²

(ii)Voting Rights. Until the Issuer receives a Notice of Exclusive Control, the Grantor shall be entitled to direct the Issuer with respect to voting the Securities.

(iii)Statements and Confirmations. The Issuer will promptly send copies of all statements and other correspondence concerning the Securities simultaneously to each of the Grantor and the Secured Party at their respective addresses specified in Section 11 hereof.

(iv)Tax Reporting. All items of income, gain, expense and loss recognized in respect of the Securities shall be reported to the Internal Revenue Service and all state and local taxing authorities under the name and taxpayer identification number of the Grantor.

Section 9. Representations, Warranties and Covenants of the Issuer. The Issuer makes the following representations, warranties and covenants:

(i)This Agreement is a valid and binding agreement of the Issuer enforceable in accordance with its terms.

(ii)The Issuer has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating to the

² Delete subsection (i) if the Grantor will not be permitted to sell the Securities.

​

Securities pursuant to which it has agreed, or will agree, to comply with instructions (as defined in Section 8-102 of the UCC) of such person. The Issuer has not entered into any other agreement with the Grantor or the Secured Party purporting to limit or condition the obligation of the Issuer to comply with instructions as agreed in Section 2 hereof.

Section 10. Successors. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 11. Notices. Each notice, request or other communication given to any party hereunder shall be in writing (which term includes facsimile or other electronic transmission) and shall be effective (i) when delivered to such party at its address specified below, (ii) when sent to such party by facsimile or other electronic transmission, addressed to it at its facsimile number or electronic address specified below, and such party sends back an electronic confirmation of receipt or (iii) ten days after being sent to such party by certified or registered United States mail, addressed to it at its address specified below, with first class or airmail postage prepaid:

Grantor:

Secured Party:

Issuer:

Any party may change its address, facsimile number and/or e-mail address for purposes of this Section by giving notice of such change to the other parties in the manner specified above.

Section 12. Termination. The rights and powers granted herein to the Secured Party (i) have been granted in order to perfect the Transaction Lien, (ii) are powers coupled with an interest and (iii) will not be affected by any bankruptcy of the Grantor or any lapse of time. The obligations of the Issuer hereunder shall continue in effect until the Secured Party has notified the Issuer in writing that the Transaction Lien has been terminated pursuant to the Security Agreement.

Section 13. Counterparts. This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts.

[NAME OF GRANTOR]

By: ​ ​

Name:
Title:

​

​

Wilmington Savings Fund Society, FSB, as Collateral Agent

By: ​ ​

Name:
Title:

[NAME OF ISSUER]

By: ​ ​

Name:
Title:

​

​

​

Exhibit A

[Letterhead of Secured Party]

[Date]

[Name and Address of Issuer]

Attention: ______________________

Re: Notice of Exclusive Control

Ladies and Gentlemen:

As referenced in the Issuer Control Agreement dated as of ____, ____ among [name of Grantor], us and you (a copy of which is attached), we notify you that we will hereafter exercise exclusive control over [specify Pledged Uncertificated Securities] registered in the name of [name of Grantor] (the “Securities”). You are instructed not to accept any directions or instructions with respect to the Securities from any person other than the undersigned unless otherwise ordered by a court of competent jurisdiction.

You are instructed to deliver a copy of this notice by e-mail (with receipt confirmed) to [name of Grantor].

Very truly yours,

Wilmington Savings Fund Society, FSB, as Collateral Agent

By: ​ ​

Name:
Title:

cc: [name of Grantor]