Exhibit
4.8


  


 


SERVICES
AGREEMENT


(the
“Agreement”)


 


Made
and Entered into on the 26th Day of January, 2016.


 


	Between:	Foresight
    Autonomous Holdings Ltd.
	 	Company
    No. 520036062
	 	Whose
    registered address is at 10 Abba Even Avenue,
	 	PO
    Box 2081, Herzliya
	 	(hereinafter:
    the “Company”)


 


On
the One Part;


 


	And:	Mr.
    Ariel Dor
	 	Identity
    Card No. 043017334
	 	of
    7 Tar’ad Street, Ramat Gan
	 	(hereinafter:
    the “Service Provider”)


 


On
the Second Part;


 


	Whereas	The
                                         Service Provider is interested in providing business and strategic consulting services
                                         to the Company as the Company’s Chief Operations and Business Development Officer
                                         and in other roles, as instructed from time to time by the Company’s Chief Executive
                                         Officer (hereinafter: the “CEO”) and/or the board of directors or anyone
                                         on their behalf from time to time (hereinafter: the “Position”); and
	 	 
	Whereas	The
                                         Service Provider is qualified, holds expertise and is 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 pertaining the
                                         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 by the Service Provider to the Company 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.



 






    	 	- 1 -	 



     


    

 


		2.	The
                                         Nature and Scope of the Position



 


		2.1.	The
                                         Company will receive from the Service Provider and the Service Provider will provide
                                         to the Company, the following services: The Service Provider will serve as Chief Operations
                                         and Business Development Officer in a scope of position of 90% and will provide further
                                         services to the Company in various fields within the Company’s line of business
                                         (hereinafter: the “Services”). The Company hereby declares that it is
                                         aware of the fact that the Service Provider is a combat pilot in active military reserve
                                         service and that the remaining 10% of the scope of his position will be devoted to military
                                         service days, that will be coordinated to the extent possible with the Company’s
                                         needs.



 


		2.2.	In
                                         performing his Services, the Service Provider will report to, and be subordinated to,
                                         the Company’s CEO and to his decisions.



 


		3.	Identity
                                         and Declarations of the Service Provider



 


		3.1.	The
                                         Services will be provided to the Company by the Service Provider through Mr. Ariel Dor
                                         and this constitutes a fundamental condition of this Agreement.



 


		3.2.	The
                                         Service Provider will provide the Services to the Company in a scope of 90% and to the
                                         extent required by the Company.



 


		3.3.	The
                                         Service Provider hereby declares, that throughout the term of this Agreement, he will
                                         not engaged in any other job or occupation, whether as a salaried employee or self employed,
                                         including as a consultant, service provider, agent, broker, manager, director, shareholder
                                         or in any other manner whatsoever, or serve in any position with any entity, or by himself,
                                         whether for compensation or otherwise, directly or indirectly, without the Company’s
                                         prior written approval and subject to the terms of such approval. The Company shall neither
                                         be obligated to give such approval nor provide reasons for its refusal.



 


		3.4.	The
                                         Service Provider hereby declares that he is aware of everything 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 efficiently, loyally and skillfully devote his full energy, knowledge,
                                         experience, qualifications and talents, his time and efforts, as agreed upon in this
                                         Agreement.



 


		3.5.	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 and the providing of the Services hereunder, he shall comply with
                                         the provisions of any law.



 






    	 	- 2 -	 



     


    

 


		4.	The
                                         Agreement Term and Revocation



 


		4.1.	This
                                         Agreement is entered for an indefinite period, commencing on January 1, 2016 which shall
                                         continue unless terminated by either party in accordance with the provisions of sections
                                         4.2-4.4 below (hereinafter: the “Engagement Term”), this without derogating
                                         from the necessity to obtain the requisite approvals for the engagement from any relevant
                                         corporate organs, to the extent such approvals are required under the provisions of any
                                         law.



 


		4.2.	Each
                                         party hereto may terminate this Agreement, for any reason whatsoever, provided the party
                                         wishing such termination of the Agreement delivers a 90 days prior written notice to
                                         the other party, and such termination shall not be deemed as breach of the Agreement
                                         (hereinafter: the “Prior Notice” and the “Prior Notice Period”,
                                         respectively).



 


		4.3.	In
                                         the event that one of the parties notifies the other party of such termination of the
                                         Agreement as set forth in section 4.2 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 Prior Notice Period. Notwithstanding the aforesaid, the Company may, at its
                                         sole discretion, instruct the Service Provider to immediately stop providing the Services,
                                         despite 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.



 


		4.4.	Notwithstanding
                                         that stated in section 4.1 above, the parties agree that the Company may immediately
                                         terminate the engagement with the Service Provider, without Prior Notice and without
                                         the Company being liable to pay for such Prior Notice Period, in each of the following
                                         events:



 


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



 


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



 


		4.4.3.	Initiation
                                         of bankruptcy proceedings against the Service Provider.



 


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



 


		4.5.	Upon
                                         termination, for any reason, of the engagement between the Company and the Service Provider,
                                         the Service Provider undertakes to transfer his position in an orderly fashion to such
                                         person as the Company shall instruct.



 






    	 	- 3 -	 



     


    

 


		4.6.	Should
                                         the Service Provider’s service be terminated or come to an 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.



 


		4.7.	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.



 


		4.8.	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: 4 (The Agreement
                                         Term and Revocation), 9 (Absence of Employer-Employee Relationship), 10 (Confidentiality;
                                         Non-Competition and Conflict of Interests), 11 (Miscellaneous).



 


		5.	Company
                                         Supervision



 


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


 


		6.	Consideration
                                         and Benefits



 


		6.1.	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 35,000 (thirty five thousand Israeli Shekels), plus lawful VAT, against a duly
                                         issued tax invoice (hereinafter: the “Monthly Payment”).



 


		6.2.	In
                                         addition, the Company will reimburse the Service Provider for his car expenses and cellular
                                         phone in the amount of NIS 5,000 per month plus lawful VAT, against a duly issued tax
                                         invoice. In addition to the expenses set forth above, the Company will cover the Service
                                         Provider’s expenses incurred in Israel and abroad in connection with the providing
                                         of the Services, in accordance with the Company’s Expenses coverage procedure and
                                         the receipts presented by the Service Provider in his monthly tax invoice in accordance
                                         with the Company’s procedures.



 


		6.3.	To
                                         the extent that for any reason during a certain period 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 16 days each year, that for the
                                         purpose of implementation of this provision will not be taken into account. The Service
                                         Provider will report once a month of any leave of absence taking place during the month,
                                         excluding weekends.



 






    	 	- 4 -	 



     


    

 


		6.4.	The
                                         Monthly Payment will be paid by the 10th day of the month for the previous
                                         month and subject to the receipt of a duly issued tax invoice of the Service Provider
                                         by the 1st day of the month following the month in which the Services were
                                         supplied.



 


		6.5.	Pursuant
                                         to the resolution of the Company’s management and under its exclusive discretion,
                                         the Service Provider shall be entitled to an annual bonus as customary in the Company.



 


		6.6.	Subject
                                         to section 7 below, the amounts payable to the Service Provider as set forth in this
                                         section 6 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. In determining the consideration any direct and indirect costs, which would
                                         have applied to the Company had the Service Provider been employed as an employee, have
                                         been taken into account and added.



 


		6.7.	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 the source, from any consideration payable to the Service Provider hereunder,
                                         all taxes required to be paid under any law, unless the Service Provider delivers to
                                         the Company an exemption from the withholding of tax at source.



 


		7.	Options
                                         



 


The
Company shall allocate option warrants to the Service Provider from time to time to purchase shares of the Company, pursuant to
its employee stock option plan, in such amount and under such terms as determined by the board of directors of the Company and
subject to any approvals required under any law.


 


		8.	Officeholders
                                         Insurance



 


The
Company will include the Service Provider in the directors’ and officers’ liability insurance policy procured by the Company.


 


		9.	Absence
                                         of Employee - Employer Relationship 



 


		9.1.	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 has
                                         independent dealer files with the Value Added Tax authorities, the National Insurance
                                         Institute and the Income Tax authorities and that he shall take care of any such payments
                                         by himself and at his expense.



 


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



 






    	 	- 5 -	 



     


    

 


		9.3.	The
                                         Service Provider hereby declares that in the framework of providing the Services by him
                                         under this Agreement, there have not been, and there will be no, employee - employer
                                         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 9.2 above.



 


		9.4.	The
                                         Service Provider hereby undertakes to indemnify the Company for any actions whatsoever
                                         commenced against the Company due to the question of whether employee - employer 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.



 


		9.5.	Without
                                         derogating from the aforesaid in section 9.1, the Service Provider hereby declares that
                                         it is clear to him and he agrees that the consideration set forth in section 6 above
                                         is based on his declarations in sections 9.1-9.4 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, employee - employer relationship
                                         between him and the Company.



 


		9.6.	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 employee - employer relationship between
                                         him and the Company and/or if any legal instance and/or any other entity determines,
                                         that indeed such employee - employer relationship exist, then the proper value of services
                                         of the Service Provider as employee will be calculated as 60% of the consideration stipulated
                                         in section 6 above. 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 employee - employer 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.
In this context, the Service Provider and/or his estate shall be deemed obligated to make restitution as aforesaid, prior to the
making of any payment whatsoever to the Service Provider and/or his estate and/or successors.


 


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



 






    	 	- 6 -	 



     


    

 


		10.	Confidentiality;
                                         Non-Competition and Conflict of Interests 



 


		10.1.	The
                                         Service Provider hereby undertakes to keep in strict confidence any data and/or document
                                         and/or knowhow and/or information pertaining to the Services provided to the Company
                                         and/or the Company’s business activities (hereinafter: the “Confidential
                                         Information”), for the duration of this Agreement and following the termination
                                         hereof. The Service Provider is aware of the fact that any such information, which is
                                         not generally available in the public domain, is the property of the Company. The foregoing
                                         shall not apply to any information that is already generally available in the public
                                         domain, provided that 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. The Service Provider hereby undertakes
                                         not to make any use whatsoever of the Confidential Information, other than for the purpose
                                         of providing his Services under this Agreement and as part of such Services, all for
                                         the benefit of the Company.



 


		10.2.	The
                                         Service Provider undertakes to avoid being in a situation of conflict of interests between
                                         his various business activities and the providing of his Services under this Agreement
                                         to the Company. In any event of concern for potential conflicts of interest, the Service
                                         Provider undertakes to provide notice thereof to the Company in advance and obtain the
                                         Company’s written consent for such act.



 


		10.3.	The
                                         Service Provider hereby undertakes that throughout the term of this Agreement and for
                                         a period of 12 months following the termination of this Agreement, for any reason (hereinafter:
                                         the “Non-Competition Period”), the Service Provider shall not, directly
                                         and/or indirectly, work and/or provide services, either by himself or through any corporation
                                         on his behalf, as a salaried employee, self-employed person, consultant, partner, shareholder,
                                         director or otherwise, as part of, or for any customer of the Company, or for any person
                                         or company having business relationships with the Company, or for any competitor of the
                                         Company.



 


		10.4.	The
                                         Service Provider further undertakes not to approach during the Non-Competition Period
                                         any of the Company’s customers or suppliers, including such entities with whom
                                         the Company has conducted negotiations at time of termination of this Agreement, with
                                         an intent to make them his own customers or suppliers, respectively, and shall not propose
                                         any business transactions to them dealing with the same line of business in which the
                                         Company is active, other than in the name of the Company and as part of the Services
                                         provided thereto and/or shall not receive from them and/or from any person, company or
                                         entity affiliated thereto, either directly or indirectly, any position, invitation, offer,
                                         work, provision of service or business in which the Company is or has been engaged or,
                                         to the Service Provider’s best knowledge, contemplated to engage.



 


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



 


		11.	Miscellaneous



 


		11.1.	Parties’
                                         addresses for the purpose of this Agreement are as follows:



 


		11.1.1.	Service
                                         Provider - 7 Tar’ad Street, Ramat Gan.



 


		11.1.2.	The
                                         Company - 7 Jabotinsky Street, Ramat Gan.



 






    	 	- 7 -	 



     


    

 


		11.2.	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.



 


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



 


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



 


		11.5.	The
                                         Service Provider may not endorse and/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.



 


		11.6.	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 6.4 above, and for this purpose, “Substantial
                                         Default” means a delay of 60 days following the due day for payment of the Monthly
                                         payment in section 6.4, 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.



 


		11.7.	No
                                         delay in exercising, or default to exercise, any of the parties’ rights under this
                                         Agreement shall be deemed as waiver or preclusion of such party.



 


		11.8.	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 Tel-Aviv-Yafo
                                         for any legal proceedings or disputes arising in connection with this Agreement.



 






    	 	- 8 -	 



     


    

 


In
Witness Whereof the Parties Have Set their Hand 

on the Date set forth in the Preamble hereof:


 


	/s/
    Ariel Dor	 	 	Foresight
    Autonomous Holdings Ltd.
	Ariel
    Dor	 	By:	/s/
    Eli Yoresh
	 	 	Name:	Eli
    Yoresh
	 	 	Title:	CFO


 


 


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