Exhibit 4.11


 


SERVICES
AGREEMENT


 


Made
and Entered into on the 5th Day of January 2016.


 


		Between:	ASIA
                                         PITUACH (A.D.B.M.) LTD.



Company
No. 520036062


of
7 Jabotinsky Street, Ramat Gan.


(hereinafter:
the “Company”)


On
the One Part;


		And: 	L.I.A. PURE CAPITAL LTD.




Company
No. 514408715


of
112 Rokach Street, Ramat Gan


(hereinafter:
the “Service Provider”)


On
the Second Part;


 


		Whereas	The
                                         Company is a public company, whose shares are traded on the Tel Aviv Stock Exchange Ltd.;
                                         and



 


		Whereas	The
                                         Company is contemplating to close a merger transaction by way of an exchange of stock
                                         with 4Eyes Autonomous Ltd. (hereinafter: the “Merger Transaction”
                                         and “4Eyes”, respectively); and



 


		Whereas	The
                                         Service Provider serves as the Chief Executive Officer (hereinafter: the “CEO”)
                                         of the Company and the Company wishes that the Service Provider will continue to provide
                                         services to the Company as a business development consultant as well as a consultant
                                         in the field of capital markets following the closing of the Merger Transaction, as set
                                         forth in this Agreement below; and



 


		Whereas	The
                                         Service Provider is qualified, experienced and authorized under the provisions of any
                                         law to serve in such position; and



 


		Whereas	The
                                         Company is interested in receiving the services of the Service Provider in anything connected
                                         to such position; and



 


		Whereas	The
                                         Service Provider declares that he has the required experience, ability and knowledge
                                         to provide the aforesaid services and is capable of providing such services to the Company
                                         as set forth in this Agreement; and



 


		Whereas	The
                                         parties are interested in regulating the terms and conditions concerning the providing
                                         of the services to the Company by the Service Provider and to put them into writing,
                                         all as set forth in this Agreement below;



 


Therefore,
it was Declared, Stipulated and Agreed between the Parties as follows:


 


	1.	Preamble,
                                         Interpretation and Definitions



 


		1.1.	The
                                         preamble hereto constitutes an integral part hereof.



 


		1.2.	The
                                         section headings are for convenience only and should not be relied upon for the construction
                                         or interpretation of this Agreement.



 


		1.3.	The
                                         provisions of any other and/or previous agreements among the Company and/or its held
                                         companies and the Service Provider are hereby made null and void, unless expressly provided
                                         otherwise herein.



 






     


     


    

 


	2.	Acceptance,
                                         Waiver and Settlement of Claims



 


		2.1.	The
                                         Service Provider hereby confirms that the providing of his services to the Company under
                                         this Agreement is not connected in any manner to the previous period of his service with
                                         the Company prior to the Merger Transaction and does not create any continuous or accrued
                                         seniority with respect to such previous period (hereinafter: the “Previous Period”).



 


		2.2.	The
                                         Service Provider hereby declares and acknowledges that he had received from the Company,
                                         on the due dates, all the rights and money to which he was entitled with respect to the
                                         Previous Period and that the Company is no longer liable to pay him any money for such
                                         Previous Period and for the termination thereof.



 


		2.3.	The
                                         Service Provider hereby declares and acknowledges that neither him nor any of his successors
                                         and/or those acting on his behalf have or shall have any demands and/or claims whatsoever,
                                         against the Company and/or against any of its subsidiaries and/or parent company and/or
                                         a combined company and/or any affiliate thereof, and/or anyone on their behalf and/or
                                         any of their past, present or future employees and/or managers and/or shareholders (hereinafter:
                                         “Anyone on Behalf of the Company”), with respect to the Previous Period
                                         and/or termination thereof, for any reason whatsoever and however caused and he hereby
                                         fully, finally and absolutely waives any such demands and/or claims.



 


	3.	The
                                         Nature and Scope of the Position



 


		3.1.	The
                                         Company will receive from the Service Provider and the Service Provider will provide
                                         the Company the following services: The Service Provider will serve as the Company's
                                         business development consultant as well as a consultant in the field of capital markets
                                         and devote his services hereunder in accordance with the Company’s needs in a scope
                                         of 40% of a position, this from the date of signing this Agreement and as provided in
                                         this Agreement above and below (hereinafter: the “Services”).



 


		3.2.	The
                                         Service Provider will report to and be subordinated to the Company’s CEO and to
                                         his decisions.



 


	4.	Identity
                                         and Declarations of the Service Provider



 


		4.1.	The
                                         Services will be provided to the Company on behalf of the Service Provider through Mr.
                                         Kfir Silberman, Identity Card No. 037202710 and anyone on his behalf and that this constitutes
                                         a fundamental condition of this Agreement.



 


		4.2.	The
                                         Service Provider will provide the Services to the Company in accordance with the needs
                                         of the Company at a scope which is not lower than 40% of the ordinary working hours of
                                         a salaried employee.



 






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		4.3.	The
                                         Service Provider hereby declares that he is aware of everything that is required for
                                         the providing of the Services and undertakes to provide his Services to the Company with
                                         dedication and professionalism, subject to the Company’s policies, as applicable
                                         from time to time and in accordance with the instructions to be given to him from time
                                         to time by the Company and to efficiently, loyally and skillfully devote his best skills,
                                         time and efforts, as agreed upon in this Agreement.



 


		4.4.	The
                                         Service Provider hereby declares that no limitation and/or prevention exists under any
                                         agreement and/or law and/or any other prohibition for fulfilling his undertakings hereunder
                                         and that in the event that any such limitation arises in the future, he shall promptly
                                         inform same to the Company. The Service Provider further undertakes, that in the execution
                                         of his undertakings hereunder and in the providing of the Services, he shall comply with
                                         the provisions of any law.



 


	5.	The
                                         Agreement Term and Revocation



 


		5.1.	The
                                         engagement period under this Agreement will commence on the signing date of this Agreement
                                         (where this Agreement is signed immediately following the Closing of the Merger Transaction)
                                         and continue for a period of 12 months following the signing date of this Agreement and
                                         will be automatically renewed for an additional term of 12 months each time, for a total
                                         period of 36 months (without the need to sign the Agreement once again on each renewal
                                         date) (hereinafter: the “Engagement Period”).



 


		5.2.	Notwithstanding
                                         that stated in section 5.1 above, each party hereto may terminate the Engagement Period
                                         under this Agreement, for any reason whatsoever, provided the Service Provider gives
                                         the Company a prior written notice of 6 months, and to the extent that the Company wishes
                                         to terminate the engagement, then, the Company shall deliver a prior notice to the Service
                                         Provider 6 months in advance of its wish to terminate the engagement with him and such
                                         termination shall not be deemed as breach of the Agreement (hereinafter: the “Prior
                                         Notice” and the “Prior Notice Period”, respectively).



 


		5.3.	In
                                         the event that one of the parties notifies the other party of such termination of the
                                         Agreement as set forth in section 5.2 above, the Service Provider will continue to provide
                                         the Services hereunder, to the best of his ability and fully cooperate with the Company,
                                         until the expiry of the Prior Notice Period, against payment of the full consideration
                                         for such notice period. Notwithstanding the aforesaid, the Company may, at its sole discretion,
                                         instruct the Service Provider to immediately stop providing his Services, without the
                                         need to provide such Services during the Prior Notice Period, or terminate the Services
                                         at any time during the Prior Notice Period, provided the Company pays the Service Provider,
                                         in advance, on the due date for payment, the full consideration owing for the remainder
                                         of the Prior Notice Period.



 






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		5.4.	Notwithstanding
                                         that stated in section 5.1 above, the parties agree that the Company may immediately
                                         terminate the engagement with the Service Provider, without Prior Notice and without
                                         obligating the Company to pay for such Prior Notice Period, in each of the following
                                         events:



 


		5.4.1.	The
                                         Service Provider has fundamentally breached his obligations under this Agreement.



 


		5.4.2.	The
                                         Service Provider was convicted of a criminal offense involving moral turpitude.



 


		5.4.3.	Initiation
                                         of the bankruptcy proceedings against the Service Provider.



 


		5.4.4.	The
                                         Service Provider passed away and/or became incapacitated and/or lost his work ability
                                         for a period exceeding 45 days.



 


		5.5.	Should
                                         the Service Provider's service end, for any reason, including, without limitation, under
                                         the provisions of this section above, the Service Provider undertakes to immediately
                                         and without delay return to the Company, at the location indicated by the Company, any
                                         written and/or printed and/or recorded and/or typed material and/or any other information
                                         that reached him or anyone on his behalf or was prepared by him or by anyone on his behalf
                                         in connection with the providing of the Services under this Agreement.



 


		5.6.	The
                                         Service Provider further undertakes to return to the Company any equipment and/or assets
                                         belonging to the Company and in his possession, all in good condition as such were received
                                         by the Service Provider, save for depreciation and normal wear and tear due to reasonable
                                         use thereof.



 


		5.7.	It
                                         is hereby clarified, that upon revocation of the Agreement, for any reason, any provisions
                                         which by their nature are intended to survive the expiry or termination of this Agreement,
                                         shall so survive, including, without limitation, the following sections: 5 (Agreement
                                         Term and Revocation), 8 (Absence of Employer - Employee Relationship), 9 (Confidentiality)
                                         and 10 (Miscellaneous).



 


	6.	Company
                                         Supervision



 


By
virtue of his position, the Service Provider shall be subordinated to the CEO of the Company.


 


	7.	Consideration
                                         and Benefits



 


		7.1.	In
                                         consideration for and subject to full compliance of the Service Provider with the provisions
                                         hereof, the Company will pay the Service Provider a fixed monthly payment in the amount
                                         of NIS 27,500 (Twenty seven thousand five hundred Israeli Shekels), plus lawful VAT,
                                         against a duly issued tax invoice (hereinafter: the “Monthly Payment”).



 


		7.2.	In
                                         addition, the consultant/Service Provider will be entitled to reimbursement of his expenses
                                         incurred in Israel and abroad in connection with the providing of the Services, in accordance
                                         with the Company’s expenses’ coverage procedure.



 






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		7.3.	To
                                         the extent that for any reason during a certain period (including reserve military service
                                         days) no Services are provided by the Service Provider, a pro rata share of the
                                         Service Provider’s Monthly Payment will be set off, excluding an accumulated period
                                         of up to 22 days each year, which for the purposes of implementing this provision will
                                         not be taken into account. The Service Provider will report, once a month, of any leave
                                         of absence and the number of reserve military service days taking place during the month,
                                         excluding weekends.



  


		7.4.	The
                                         Monthly Payment will be paid by the 15th day of the month for the previous
                                         month and subject to the receipt of a duly issued tax invoice of the Service Provider.



 


		7.5.	Capital
                                         Raising - In addition to the Monthly Payment set forth above, the Service Provider
                                         is entitled to a 5% capital raising commission to be derived from each investment amount
                                         (including exercise of options arising from the investment amounts) actually received
                                         by the Company as a result of any capital raising transaction of any entity introduced
                                         by the Service Provider to the Company, subject to his assistance to the Company in the
                                         implementation of such capital raising transaction, as reasonably requested and acceptable
                                         to the Company and subject to the approval by the necessary corporate organs. It is clarified
                                         that the Service Provider will not be entitled to any such commission in case of exercise
                                         of options granted to the Company’s employees and/or service providers pursuant
                                         to an employee options plan adopted by the Company, including, without limitation, for
                                         the options allocated to Mr. Eliyahu Yoresh as part of, and/or as a result of, the Merger
                                         Transaction.



 


		7.6.	The
                                         amounts payable to the Service Provider as set forth in this section 7 constitute the
                                         full, agreed and final consideration for the Services to be provided by Service Provider
                                         hereunder, including any payment, tax, levy and/or fee of any kind whatsoever as well
                                         as all related and/or ancillary payments for the Services hereunder.



 


		7.7.	The
                                         Service Provider shall be responsible for the payment of any taxes and for any other
                                         mandatory payments applicable with respect to the payments, rights and benefits to which
                                         the Service Provider is entitled under this Agreement. Without derogating from the generality
                                         of the aforesaid, to the extent it is liable to do so under any law, the Company may
                                         withhold at source, from any consideration payable to the Service Provider hereunder,
                                         all taxes required to be paid under the law, unless the Service Provider delivers to
                                         the Company an exemption from the withholding of tax at source.



 


	8.	Absence
                                         of Employer - Employee Relationship



 


		8.1.	The
                                         Service Provider hereby declares that he owns an independent business, through which
                                         he provides the Services to the Company; the Service Provider further declares that he
                                         is registered as an independent dealer for VAT purposes and registered as an independent
                                         dealer/ self-employed with the National Insurance Institute and the Income Tax authorities.



 






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		8.2.	The
                                         Service Provider declares and undertakes that this type of Engagement, as set forth herein,
                                         was specifically elected by him and that he is fully aware of any consequences and
                                         implications arising from this type of engagement.



 


		8.3.	The
                                         Service Provider hereby declares that in the framework of providing the Services under
                                         this Agreement, there have not been, and there will be no, employer - employee relationship
                                         between him and the Company with all the implications of that statement. This, in light
                                         of the Service Provider’s explicit election not to become an employee of the Company
                                         and his election to provide the Services in the status of an independent contractor,
                                         after fully understanding the entire significance of such status, as set forth in section
                                         8.2 above.



 


		8.4.	The
                                         Service Provider hereby undertakes to indemnify the Company for any actions, whatsoever,
                                         commenced against the Company, due to the question of whether employer - employee relationship
                                         have existed between him and the Company, regardless of whether such action commences
                                         by the Service Provider and/or any of his employees and/or successors and/or their legal
                                         heirs or by any other third party.



 


		8.5.	Without
                                         derogating from the aforesaid in section 8.1 above, the Service Provider hereby declares
                                         that it is clear to him and he agrees that the consideration set forth in section 7 above
                                         is based on his declarations in sections 8.1-8.4 above, on the representation he made
                                         to the Company and the basic assumption underlying the agreement between him and the
                                         Company that there have not been, and there will be no, employer - employee relationship
                                         between him and the Company.



 


		8.6.	Therefore,
                                         the Service Provider hereby agrees that in the event that he claims and/or demands any
                                         rights from the Company due to the existence of employer - employee relationship between
                                         him and the Company and/or if any legal instance and/or any other entity determines,
                                         that indeed such employer - employee relationship exist, the Quantum meruit (reasonable
                                         value of services) of the Service Provider as employee will be calculated as 60% of the
                                         consideration stipulated in section 7 above and such consideration shall be deemed to
                                         have been initially agreed and the Service Provider will return to the Company the difference
                                         of 40% of the consideration plus lawful linkage differentials and interest, from the
                                         date of payment of any such consideration until actual payment thereof.



 


That
stated in this section shall apply, regardless of whether a claim regarding the existence of any employer - employee relationship
is raised and/or if any such action is commenced against the Company and/or any other affiliate thereof, by the Service Provider
or by any of his employees and/or successors and/or their estate and/or their heirs and/or by any other third party related thereto
and in this context, the Service Provider and/or his estate shall be deemed liable to make restitution as aforesaid, prior to
making any payment whatsoever to the Service Provider and/or his estate and/or successors.


 






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		8.7.	That
                                         stated in this section, including all of its subsections, shall be regarded as a fundamental
                                         condition of this Agreement.



 


	9.	Confidentiality



 


		9.1.	The
                                         Service Provider undertakes to comply with the provisions of any law, including the provisions
                                         of the Securities Law, 5728-1968 and/or the Regulations promulgated thereunder in anything
                                         relating to information on the business activities of the Company. The Service Provider
                                         is aware of the fact that any such information which is not publicly available is the
                                         property of the Company. The foregoing shall not apply to any information that is already
                                         generally available to the public, provided it has not reached the public domain as a
                                         result of an act or omission of the Service Provider and/or anyone on his behalf.



 


		9.2.	The
                                         Service Provider’s undertakings under this section constitute fundamental conditions
                                         of this Agreement.



 


	10.	Miscellaneous



 


		10.1.	Parties'
                                         addresses for the purposes of this Agreement are as follows:



 


		10.1.1.	The
                                         Service Provider - 112 Rokach Street, Ramat Gan.



 


		10.1.2.	The
                                         Company - 5 Kineret Street, Bnei Brak.



 


		10.2.	Any
                                         notice sent by one party to the other party will be deemed to have been received by the
                                         addressee within 72 hours after being posted at the post office in a registered letter
                                         and if delivered by hand, shall be deemed to have been immediately received.



 


		10.3.	This
                                         Agreement represents the entire agreements and understandings between the parties in
                                         relation to the providing of the Services and replaces and revokes any prior agreement
                                         and/or understanding.



 


		10.4.	Any
                                         change and/or revocation of any of the provisions hereof may only be made by a writing
                                         signed by both parties.



 


		10.5.	The
                                         Service Provider may not endorse or assign to any other person all or any of his rights
                                         and/or obligations under this Agreement, unless the Company has given its prior written
                                         approval for such.



 


		10.6.	The
                                         Service Provider has no and shall have no right of lien over any documents belonging
                                         to the Company, including documents which were prepared by and/or through him or any
                                         of the Company’s equipment, which was made available for his use in the course
                                         of providing the Services, and he will return any such documents or equipment to the
                                         Company upon its first demand, unless such involve a Substantial Default in payment of
                                         the Monthly Payment by the Company as set forth in section 7.4 above, and for this purpose,
                                         “Substantial Default” means a delay of 60 days following the due day for
                                         payment of the Monthly Payment set forth in section 7.4 above, in which case, the right
                                         of lien shall be available to the Service Provider. The foregoing shall not derogate
                                         from any rights and/or relief available to the Service Provider under any law.



 






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		10.7.	No
                                         delay in exercising, or non-exercising, any of the parties’ rights under this Agreement
                                         shall be deemed as waiver or preclusion on the part of such party.



 


		10.8.	This
                                         Agreement is governed by the laws of the State of Israel. The parties hereby submit to
                                         the exclusive jurisdiction and venue of the competent courts and tribunals in the Tel-Aviv
                                         for any disputes arising in connection with this Agreement.



 


In
Witness Whereof the Parties have set their 

Hand on the Date set forth in the Preamble hereof:


 


	/s/
    Kfir Silberman	 	ASIA
PITUACH (A.D.B.M.) LTD.
	L.I.A.
    PURE CAPITAL LTD. 	 	 
	By
    the authorized Signatory on its behalf	 	By:	/s/
    Eli Yoresh
	Mr.
    Kfir Silberman	 	Name:	Eli
    Yoresh
		 	Title:	CFO







 


 


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