Exhibit
10.9


 


Personal
Employment Agreement


 


This
personal Employment Agreement (the “Agreement”) is made and entered into as of July the 1st 2016
by and between Eviation Tech Ltd. registration number 515443182 a company incorporated in the State of Israel, having its offices
at 1 Ha’Ofe Street, Kadima, Israel, 6092000 (the “Company”), and Omer Bar-Yohay 1.D. number 031549330
residing at 25 Ha’Arava street, Sde-Yitzhaq, Israel, 3884000 (the “Employee”).


 


	Whereas	the
    Company wishes to employ the Employee, and the Employee wishes to be employed by the Company; and
	 	 
	Whereas	the
    Employee represents that he has the required skills, qualifications and knowledge to serve in the position determined under
    this Agreement; and
	 	 
	Whereas	the
    parties desire to state the terms and conditions of the Employee’s engagement by the Company, effective as of the Commencement
    Date.


 


NOW,
THEREFORE, in consideration of the agreements and covenants contained herein, the Company and the Employee hereby agree as
follows:


 


	1.	Preamble
	 	 	 
	 	1.1.	The
    preamble of this Agreement constitutes an integral part thereof.
	 	 	 
	 	1.2. 	The
    division of the terms of this Agreement into clauses and the headings of the clauses are solely for the sake of convenience
    and they may not be used for interpretive purposes. The Appendixes to this Agreement constitute an integral part hereof
	 	 	 
	 	1.3. 	References
    in this Agreement to a particular gender shall be applicable to all genders.
	 	 	 
	2.	Exclusivity
    of the Agreement
	 	 	 
	 	2.1.	This
    Agreement is personal and the terms and conditions of the employment of the Employee shall be solely as set forth in this
    Agreement.
	 	 	 
	 	2.2.	This
Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior
understandings, agreements, representations and discussions between them, oral or written.
	 	 	 
	 	2.3.	Except
    as expressly provided in this Agreement, the Employee shall not be entitled to any payments or other benefits in respect of
    his employment and the termination of his employment with the Company.
	 	 	 
	3.	Absence
    of Impediment to the Employee’s Employment
	 	 	 
	 	3.1. 	The
    Employee warrants, confirms and undertakes that: (i) he is entitled to enter into this Agreement and to assume all of the
    obligations pursuant hereto; (ii) there is no contractual or other impediment to his entering into this Agreement, fulfilling
    his obligations hereunder or to his employment with the Company; (iii) his entering into this Agreement and fulfilling his
    obligations hereunder do not require the consent of any person or entity and that on the date hereof he is free to provide
    services to the Company upon the terms specified in this Agreement; and (iv) in entering into this Agreement he is not in
    breach of any other agreement or obligation to which he is or was a party or by which he is bound.



 






     

     


    

 


	4.	Position and Duties 
	 	 	 
	 	4.1.	Position.
    As of July the 1st 2016 (the: “Commencement Date”) the Employee will serve in a full time capacity as the
    Chief Executive Officer (CEO) of the Company, and its subsidiaries if any, as assigned by the board of directors, subject
    to the terms and conditions of this Agreement. The Employee will report to the Board of Directors of the Company (the: “Board”).
    To avoid any doubt, it is hereby expressed that the Company may alter Employee’s position or the person to whom the
    Employee reports, at its discretion
	 	 	 
	 	4.2.	During
the course of his employment with the Company, the Employee shall honestly, diligently, skillfully and faithfully serve the Company.
The Employee undertakes to devote all his working time, efforts and the best of his qualifications and skills to promoting the
business and affairs of the Company, and further undertakes to comply with the policies and working arrangements of the Company,
to loyally and fully comply with the decisions of the Company, its management and his supervisors in Israel and abroad, to follow
the Company procedures as established from time to time, to carry out the duties imposed upon him, whatever and whenever they
shall be.
	 	 	 
	 	4.3.	The
    Employee shall at all times act in a manner suitable for his position and status in the Company.
	 	 	 
	 	4.4.	The
    Employee shall not, without the prior written authorization of the Company, directly or indirectly undertake any other employment,
    whether as an employee of another employer or independently as an agent or consultant or in any other manner (whether for
    compensation or otherwise), and shall not assume any position or render services in any of the above-stated manners to any
    other entity.
	 	 	 
	 	4.5.	The
    Employee undertakes to notify the Company immediately and without delay regarding any matter or subject in respect of which
    he has a personal interest and/or which might create a conflict of interest with his position in the Company.
	 	 	 
	 	4.6.	The
    Employee shall not directly or indirectly accept any commission, rebate, discount, or gratuity in cash or in kind, from any
    person who has or is likely to have a business relationship with the Company.
	 	 	 
	 	4.7.	In
    carrying out his duties under this Agreement, the Employee shall not make any representations or give any guarantees on behalf
    of the Company, except as expressly and in advance authorized to do so.
	 	 	 
	 	4.8.	The
    Employee acknowledges and agrees that as part of his position he will be frequently required by the Company to travel and
    stay abroad as part of his duties towards the Company.
	 	 	 
	 	4.9.	The
    Employee shall follow all Company’s instructions, guidelines, rules and regulations, policies and decisions, with regard
    to his employment with the Company and/or the fulfillment of his position.
	 	 	 
	 	4.10.	The
    Employee undertakes to fulfill the responsibilities described in this Agreement and assist the Company and will make himself
    available to it, even after the termination of his employment relations with the Company, for any reason, in any matter which
    the Company may reasonably request his assistance, including for the purpose of providing any information relating to his
    work or actions taken by him and including in the framework of disputes (including legal or quasi-legal proceedings).



 






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	5.	Salary 
	 	 	 
	 	5.1.	In
    consideration for the Employee’s services in full time capacity, and subject to the fulfillment of all the Employee’s
    duties and obligations under this Agreement, the Employee shall be entitled to a gross monthly salary of NIS 50,000.00 (the
    “Salary”).
	 	 	 
	 	5.2.	As
    the Employee is employed hereunder in a managerial position involving a fiduciary relationship between the Employee and the
    Company, the Work and Rest Law (5711-1951), and any other law amending or replacing such law, shall not apply to the Employee
    or to his employment with the Company, and the Employee shall not be entitled to any compensation in respect of such law.
    The Employee acknowledges and agrees that the Salary and the compensation set for him hereunder include a proper and just
    reward for the requirements of his position and status and the obligation to work at irregular hours of the day. Accordingly,
    the Employee shall not be entitled to any additional bonus or other payment for extra hours of work.
	 	 	 
	 	5.3.	The
    Salary shall be paid no later than the 9th day of each month, for the preceding month.
	 	 	 
	 	5.4.	All
    the amounts specified in this Agreement arc gross sums. The Company shall deduct all required taxes and other statutory payments,
    including health insurance contributions and national insurance contributions from the Salary and from all other rights and
    benefits received by the Employee.
	 	 	 
	 	5.5.	The
    Employee shall regard and retain as confidential and shall not divulge to any of the Company’s employees and/or any
    third party, either during or after the Employee’s employment period, directly or indirectly, the terms of the Employee’s
    employment and Salary.
	 	 	 
	6.	Pension Insurance
	 	 	 
	 	6.1.	The
    Company shall comply with the provisions of the “Expansion Order of extensive pension” (the “Order”),
    with respect to Company and Employee contributions to pension fund and severance pay (“Pension Plan”) as
    required by the Order.
	 	 	 
	 	6.2.	The
    contributions to the Pension Plan shall be as follows:


 


	 	(a)	The
    Company shall pay a sum equal to 8.33% of the Employee’s Salary on account of severance pay.
	 	 	 
	 	(b)	The
    Company shall pay a sum equal to 6.25% of the Employee’s Salary on account of pension fund payment. In case the Pension
    Plan is Managers Insurance, the Company’s above contribution shall include Company’s payment for the Employee’s
    disability insurance in the amount required to insure 75% of Employee’s Salary, provided that Company’s payment
    to pension shall not be less than 5% of the Salary.
	 	 	 
	 	(c)	The
    Company shall deduct 5.75% from the Employee’s Salary to be paid on behalf of the Employee towards such Pension Plan.


 






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	 	6.3.	In
    accordance with Section 9 of the Order, Company’s contributions to severance pay as aforementioned shall be in lieu
    of payment of severance pay, pursuant to section 14 of the Severance Pay Law, and shall be non-refundable.
	 		 
	 	6.4.	Other
    than in events in which the Company is entitled to withhold the Pension Plan under the Order, the Company shall automatically
    transfer the Pension Plan to the Employee, subject to any applicable law, upon the termination of Employee’s employment
    by either party.
	 	 	 
	 	6.5.	The
    Company and the Employee pension contributions indicated in this paragraph 6 shall be updated and amended according to the
    applicable law and extension orders.


 


	7.	Advanced Study
    Fund




 


	 	7.1.	The
    Company shall make monthly contributions on the Employee’s behalf to a recognized advanced study fund (“Keren
    Hishtalmut”) (hereinafter the “Study Fund”), in an amount equal to 7.5% of the Salary (but in any
    event, not more than the maximum amount allowable under the tax regulations without causing any tax liability). In addition,
    the Company shall deduct 2.5% from the Salary (but in any event, not more than the maximum amount allowable under the tax
    regulations without causing any tax liability) also to be paid to the Study Fund as recognized by the Income Tax Authorities.
	 	 	 
	 	7.2.	The
    sums contributed by the Employee shall be deducted by the Company directly from the Salary. The Employee hereby instructs
    the Company to transfer to the Study Fund from each monthly Salary due to him the amount of the Employee’s and the Company’s
    contribution, as set forth above.
	 	 	 
	 	7.3.	Should
    any tax or other compulsory payment be imposed and payable in respect of the Company’s contributions to the Study Fund,
    such tax shall be paid by the Employee and deductible according to law.
	 	 	 
	8.	Additional Benefits


  


	 	8.1.	Vacation.
    The Employee shall be entitled to annual vacation of 16 working days. The Employee is required to make every reasonable effort
    to exercise his annual vacation during the year it is accrued and shall be obliged to take at least five (5) paid vacation
    days during each year of the Employee’s employment; provided however, that if the Employee is unable to utilize all
    the vacation days, he will be entitled to accumulate the unused balance of the vacation days standing to his credit up to
    twice the total amount of vacation days to which the Employee is entitled per calendar year. Any unused vacation which has
    not accrued in accordance with this Section 8.1 will be forfeited. Vacation shall be taken in accordance with the Company
    policy and prior approval. For avoidance of any doubt, it is hereby agreed that the Company shall be entitled to set uniform
    dates for vacation to all or part of its employees, as it shall deem fit.
	 	 	 
	 	8.2.	Recreation
    Pay. The Employee shall be entitled to annual recreation pay (“Dmev Havra-ah”) in an amount determined
    in accordance with the applicable law.
	 	 	 
	 	8.3.	Sick
    Leave. The Employee shall be entitled to sick leave (“Yetnei Mahala”) as provided by the Sickness Pay
    Law, 5736-1976. The Employee shall notify the Company, immediately, of any absence due to sickness and furnish the Company
    with an applicable medical certificate to approve it. Absence without an applicable medical certificate shall be considered
    as absence due to vacation. Sick days are not redeemable and may not be converted into cash.


 






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	 	8.4.	Travel
    Expenses. The Company shall reimburse the Employee for travel expenses in accordance with the law.
	 	 	 
	 	8.5. 	Options.
    Subject to the approval of the Board of the Company, the Employee will be granted options to purchase such number of Ordinary
    Shares of the Company, as shall be agreed upon by the Board of the Company subject to the following pre-conditions: (i) the
    adoption of a share option plan by the Company, and (ii) the execution of a share option agreement and the approval of the
    Board of the Company of such grant of options to Employee. The terms of such options (including the vesting schedule and the
    exercise price) shall be determined by the Company’s Board and be subject to the Company’s share option plan,
    as shall be adopted by the Company.
	 	 	 
	9	Employment Term and Termination


  


	 	9.1.	This
    Agreement shall be in effect commencing as of the Commencement Date and shall continue in full force and effect until terminated
    pursuant to the terms hereof.
	 	 	 
	 	9.2. 	The
    Employee’s employment may be terminated by either party, at any time, pursuant to the delivery of a prior notice of
    90 days (the “Notice Period”).
	 	 	 
	 	9.3.	During
    the Notice Period and unless otherwise determined by the Company the Employee shall continue to perform his duties until the
    conclusion of the Notice Period, and cooperate with the Company in assisting the integration of the person who will assume
    the Employee’s responsibilities. Notwithstanding the aforementioned, the Company shall have the right not to take advantage
    of the full Notice Period and may terminate the Employee’s employment at any time during the Notice Period. In the event
    of such termination, the Company shall pay the Employee his salary for the remainder of the Notice Period.
	 	 	 
	 	9.4.	It
    is hereby expressly stated that the Company reserves the right to terminate the Employee’s employment at any time during
    the Notice Period, regardless of whether notice of termination of employment was delivered by the Company or whether such
    notice was delivered by the Employee. In the latter case such termination shall not constitute a dismissal of the Employee
    by the Company.
	 	 	 
	 	9.5.	Without derogating from the Company’s rights under this Agreement and according to law, and notwithstanding the foregoing, the Company may terminate the Employee’s employment immediately without the delivery of a prior written notice and/or payment for Notice Period, in the event of a Cause (as defined below and subject to any applicable law) and the employment relationship shall be deemed effectively terminated as of the time of delivery of such notice.

                                                                                 

                                                                                The
                                         term “Cause” shall mean (a) a breach of trust, fiduciary obligations
                                         or duties of care, including but not limited to, theft, embezzlement, self-dealing, prohibited
                                         disclosure to unauthorized persons or entities of confidential or proprietary information
                                         of or relating to the Company, its business, and its subsidiaries, affiliates or associated
                                         entities; (b) conviction of the Employee in a crime or felony involving moral turpitude
                                         or any crime involving fraud; (c) the Employee’s serious intentional misconduct
                                         which adversely affects the Company; (d) an intentional and willful action taken by the
                                         Employee harming the Company or any of its subsidiaries, affiliates or associated entities;
                                         (e) any material breach of the Statement of Undertaking - Confidentiality, Non- Compete
                                         and Intellectual Property attached hereto as Appendix A by the Employee;
                                         and (f) any other act or omission that constitutes “cause” under the laws
                                         of the State of Israel or that do not entitle the Employee to severance payments under
                                         the applicable law.




 






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	 	9.6. 	In
    the event that the Employee terminates his employment with the Company, for any reason, without the delivery of a written
    notice in accordance with Section 9.2 above, or completion of the Notice Period, the Company shall be entitled to deduct from
    any debt which it may owe the Employee an amount equal to the salary that would have been paid to the Employee during the
    Notice Period, had he worked.
	 	 	 
	 	9.7.	The
Employee undertakes that immediately upon the termination of his employment with the Company, for any reason, he shall act as
follows:


 


	 	(a)	He
    shall deliver and/or return to the Company all the documents, CD’s or other magnetic media, letters, notes, reports
    and other papers in his possession and relating to his employment with the Company and the fulfillment of his duties, as well
    as any equipment and/or other property belonging to the Company which was placed at his disposal, including any computer equipment,
    telephone equipment, the Employee ID badge or other equipment. The Employee shall not have any lien or other similar right
    over any equipment and/or other property belonging to the Company as aforesaid.
	 	 	 
	 	(b)	He
    shall delete any information relating to the Company or its business from his personal computer, if any;
	 	 	 
	 	(c)	He
    shall coordinate the termination of his employment with his supervisors, and he shall transfer in an orderly fashion and in
    accordance with Company procedures and in accordance with the timetable determined by his supervisors, all documents and information
    and all matters which with he dealt, to whomever the Company instructs, all in a manner satisfactory to the Company.


  


	10.	Company’s Computers
	 	 	 
	 	10.1.	The
    e-mail provided to the Employee by the Company upon the commencement of his employment is a professional e-mail, designated
    to be used by the Employee only for the purpose of performing his work in the Company and the Employee is required to use
    it only for professional purposes.
	 	 	 
	 	10.2.	In
    order to guard Company’s confidential information and prevent impairments, computer viruses and transfer of illegal
    information and/or software and/or copyright infringement and/or destruction to computer web traffic and/or damages to Company’s
    communication and/or Company’s reputation and/or any other damages to the Company’s business and/or its ongoing
    business and its customers’ relations and in order to verify that the use of the Company’s computer systems is
    being done for work purposes and conducted in accordance with the applicable Company’s policies, and in order to prevent
    the Company’s exposure to any damage due to unauthorized use of Company’s computer network and communication system;
    It is hereby clarified, that the Company monitors any and all information stored in the Company computers including professional
    e-mail and/or any information transferred through the Company’s computer and communication networks. Furthermore, the
    Company performs various backups of all information transferred through the Company’s computer network systems.



 






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	 	10.3. 	Monitoring
    shall be performed at all times without prior notice and by various means. Monitoring can be done either by technological
    means, with regard to traffic volume and content traffic or by human resources, to the extent necessary where it is being
    suspected that the Company’s policies were breached and/or where there is a need to locate information for ongoing work
    purposes, need to attend technical malfunctions and/or any other need required for professional and business needs.
	 	 	 
	 	10.4. 	The
    Company reserves the right to take control of the computer means provided to the Employee in order to perform his work at
    all times and without prior notice, and to block any access to it, in order to protect the Company’s rights, attending
    technical malfunctions and for any other professional and/or business purposes.
	 	 	 
	 	10.5.	For
    avoidance of any inconvenience and to assure professional usage of the Company’s computers, including the electronic
    e-mail systems, the web, the Company’s communication means and the professional e-mail provided to the Employee in order
    to perform his work; the Employee shall refrain from transferring and/or saving any personal information which the Employee
    does not wish exposed in his professional e-mail and/or in any other computerized means provided to him by the Company in
    order to perform his work.
	 	 	 
	 	10.6.	The
    Employee understands and free willingly acknowledges that the Company, as an organization which its work is conducted via
    computer means, is thus obligated, in order to guard proper management of its business, to execute all the means outlined
    in this Agreement. The Employee undertakes the restrictions derived from the means outlined in this Agreement and in Company’s
    policies.
	 	 	 
	 	10.7.	Nothing
    herein, diminishes from the Employee’s right to open personal e-mail for himself without using Company’s computer
    means. Such personal e-mail shall not be subject to the Company’s monitoring and controlling means compelling all traffic
    that passes through the Company’s computers
	 	 	 
	 	10.8.	The
    Employee is aware of and agrees that the Company is entitled to put the information transferred in its computers and communication
    networks to any use, for the purpose of protecting its rights, at any and all time, without prior notice.
	 	 	 
	11.	Confidentiality, Non-Competition
and Intellectual Property Assignment 
	 	 	 
	 	 	As a pre-condition to the entering into force of this Agreement,
the Employee shall execute the Statement of Undertaking —Confidentiality, Non -Compete and Intellectual Property attached
hereto as Appendix A and constituting an integral part of this Agreement.


  


	12.	Miscellaneous




 


	 	12.1.	This
    Agreement constitutes a “Notice” as defined in the Notice to Employee (Terms of Employment) Law 5762-2002.
	 	 	 
	 	12.2.	This
    Agreement is personal and shall not invoke the provisions of any collective bargaining agreement (“Heskem Kibutsi”),
    collective arrangement (“Hesder Kibutsi”), expansion orders (“Tzavei Har’hava”) or any other
    custom, except and only to the extent so mandated by law.



 






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	 	12.3.	All
    payments, benefits (including any benefits in kind) and participation in expenses payable under this Agreement or deriving
    therefrom, or from the Employee’s employment, are subject to deduction of income tax and other compulsory deductions
    under law as prevailing from time to time, and nothing in this Agreement shall be interpreted as imposing upon the Company
    any liability whatsoever for tax or other compulsory payment due by the Employee for payments or benefits or reimbursements
    for expenses as aforesaid, or as an undertaking on the part of the Company to gross-up any tax or compulsory payment due by
    the Employee. The Company shall withhold taxes according to the requirements under the applicable laws, rules and regulations,
    including the withholding of taxes at source.
	 	 	 
	 	12.4.	The
    Company shall be entitled to set off and deduct from the payments due to the Employee, proven debts which the Employee owes
    to the Company, all according and subject to the provisions of the applicable law.
	 	 	 
	 	12.5.	Without
    derogating from the generality of any other provision of this Agreement, it is hereby declared and agreed that the remuneration
    and benefits to be given to the Employee by the Company under this Agreement or deriving therefrom, are given by the Company
    in reliance upon the undertakings given by the Employee pursuant to this Agreement and the compliance by the Employee of his
    aforesaid undertakings.
	 	 	 
	 	12.6.	No
    failure, delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish
    such party’s rights and powers under this Agreement, or operate as a waiver of any breach or nonperformance by either
    party of any terms of conditions hereof.
	 	 	 
	 	12.7.	In
    the event it shall be determined under any applicable law that a certain provision set forth in this Agreement is invalid
    or unenforceable, such determination shall not affect the remaining provisions of this Agreement.
	 	 	 
	 	12.8.	This
    Agreement, including its Appendixes, is the entire agreement between the parties with respect to the subject matter hereof,
    and supersedes any and all prior understandings, agreements and discussions between the parties, oral or written.
	 	 	 
	 	12.9.	Any
    modification or amendment to the provisions of this Agreement and the appendixes hereto shall be valid only if effected in
    writing and signed by both parties hereto.
	 	 	 
	 	12.10.	The
    Employee acknowledges and confirms that all terms of his employment are personal and confidential, and undertakes to keep
    such term in confidence and refrain from disclosing such terms to any third party.
	 	 	 
	 	12.11.	Any
    notice sent by prepaid registered mail by one party to the other shall be deemed to have been received by the addressee within
    three business days of its dispatch, and if delivered by hand - at the time of its delivery. The addresses of the parties
    hereto are as specified in the heading to this Agreement.
	 	 	 
	 	12.12.	This
    Agreement shall be governed by the laws of the State of Israel and the competent courts in the district of Tel-Aviv shall
    have exclusive jurisdiction over any dispute arising between the parties with respect of this Agreement.
	 	 	 
	 	12.13.	This
    Agreement may be assigned by the Company to any third party, at its sole discretion. The Employee may not assign or delegate
    his rights and obligations under this Agreement to any other party without the Company’s prior written approval.


 






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IN
WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the day and year first above written.


 


	Eviation Tech Ltd.	 	Omer Bar-Yohay
	 	 	 
	 	 	 
	Signature by:  DEKEL TZIDON                  	




	Signature
	 	 	 
	Director	 	
	Title	 	06.07.2016
	 	 	Date
	Date	 	 






 






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Appendix
A


 


Statement
of Undertaking — Confidentiality, Non-Compete and Intellectual Property


 


Omer
Bar-Yohay (the “Employee”) warrants and undertakes that for as long as he is employed by Eviation Tech Ltd.
(the: “Company”), and upon termination of employment thereafter, for any reason, he shall maintain in complete
confidence any matters that relate to the Company and its present and future parent companies, subsidiaries and affiliates and
successors, (all of the aforementioned entities shall be referred to collectively as the “Company Group”), their
affairs and/or business, pursuant to this Agreement, and since the Employee has and will have access to the Company Group’s
intellectual property he hereby declares and undertakes as follows:


 





	1.	Confidentiality
	 	 	 
	 	1.1.	The
    Employee undertakes to maintain the confidentiality of the Confidential Information (as defined below), during the term of
    his employment with the Company and after the termination of such employment, for any reason.
	 	 	 
	 	 	Without
    derogating from the generality of the foregoing, the Employee hereby agrees that he shall not, directly or indirectly, disclose
    or transfer to any person or entity, at any time, either during or subsequent to the employment period, any trade secrets
    or other confidential information, whether patentable or not, of the Company Group, including but not limited to, all the
    Company Group’s trade secrets, property, business, any information directly or indirectly related to research and development
    connected with present or future products, inventions, hardware, software, production processes, discoveries, improvements,
    developments, innovations, designs, drawings, sketches, design, calculations, diagrams, algorithms, formulas, computer files,
    computer programs, data, planning processes, list of clients, list of suppliers, costing, prices, terms of payment, plans,
    business secrets, business plans, plans for research, development, new products, marketing and selling, business plans, budgets
    and unpublished financial statements, licenses, prices and costs, suppliers and customers, information regarding the skills
    and compensation of other employees of the Company Group, names of clients, sales, and any other information related to the
    business of the Company Group and/or their clients, including clients with whom the Company Group is negotiating and including
    affiliates and/or subsidiaries, present and future, all the foregoing whether or not such information is protectable as a
    patent or any other proprietary right and any other information purchased or received directly or indirectly in connection
    with Company Group, their affairs and/or business (collectively, “Confidential Information”), of which
    the Employee is or becomes informed or aware during the employment period, whether or not developed by the Employee. Confidential
    Information may be in any form including oral, writing, stored in a computer file and/or in any other digital or other existing
    and/or future media.
	 	 	 
	 	 	Notwithstanding
    the above, Confidential Information shall not include any information which: (i) was publicly known and made generally available
    in the public domain prior to the time of disclosure to the Employee; (ii) becomes publicly known and made generally available
    after disclosure by the Company through no action or inaction of the Employee; (iii) is required by law to be disclosed by
    the Employee, provided that the Employee gives the Company a prompt written notice of such requirement prior to such disclosure
    and assistance in obtaining an order protecting the information from public disclosure.



 






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	 	1.2.	The
    Employee undertakes not to use the Confidential Information for any purpose whatsoever other than the performance of his services
    on behalf of the Company. Without limiting the scope of this duty, lie shall only use the Confidential Information for the
    benefit of the Company Group, and only to the extent required for the performance of the services and may not disclose the
    Confidential Information to any other third party who is not performing the service.
	 	 	 
	 	1.3.	The
    Employee undertakes not to directly or indirectly give and/or transfer, sale, publish, distribution, for any purposes, to
    any third party, any information in any media, and not to photocopy and/or print and/or duplicate object containing any or
    all of the Confidential Information without the Company’s Group expressed prior written authorization.
	 	 	 
	 	1.4.	In
    the event the Employee is in breach of any of his above obligations, he shall be liable to compensate the Company in respect
    of all damages and/or expenses incurred by the Company as a result of such a breach, including trial costs and legal fees
    and statutory VAT, and such being without derogating from any other relief and/or remedy available to the Company by virtue
    of any law.
	 	 	 
	 	1.5.	Third
    Party Information. The Employee understands that the Company Group has received and in the future will receive from third
    parties confidential or proprietary information (“Third Party Information”) subject to a duty on the Company
    Group’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During
    the term of the Employee’s employment and thereafter, the Employee will hold Third Party Information in the strictest
    confidence and will not disclose Third Party Information to anyone (other than Company personnel who need to have such information
    in connection with their work for the Company) and will not use Third Party Information, except in connection with the Employee’s
    work for the Company, unless expressly authorized by an officer of the Company in writing,
	 	 	 
	 	1.6.	No
    Improper Use of information of Prior employers and Others- the Employee undertakes that during his employment with the
    Company he will not improperly use or disclose any confidential information or trade secrets of any former employer or any
    other person to whom the Employee has an obligation of confidentiality, and he will not bring onto the premises of the Company
    any unpublished documents or any property belonging to any former employer or any other person to whom the Employee has an
    obligation of confidentiality unless consented to in writing by that former employer or person.
	 	 	 
	2.	Non-Competition/
Non-Solicitation
	 	 	 
	 	2.1.	The
    Employee undertakes that during the period of his employment with the Company and for a period of twelve (12) months following
    the termination of his employment therewith, for any reason, he shall not, anywhere in the world,


 


	 	(a)	Directly
    or indirectly carry on or hold an interest in any company, venture, entity or other business (other than a minority interest
    in a publicly traded company) which directly harms or competes with the products or services of the Company Group (“Competing
    Business”), including, without limitation, as a shareholder.
	 	 	 
	 	(b)	Act
    as a consultant or employee or officer or in any managerial capacity in a Competing Business or supply in direct competition
    with the Company restricted services to any person who was provided with services by the Company Group during the period of
    twelve (12) months immediately prior to the termination date of the Employee’s employment with the Company;


 






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	 	(c)	Solicit,
    canvass or approach or endeavor to solicit, canvass or approach any person who was provided with services by the Company at
    any time during the period of twelve (12) months immediately prior to the termination date of the Employee’s employment
    with the Company, for the purpose of offering services or products which directly compete with the services or products supplied
    by the Company Group.
	 	 	 
	 	(d)	Employ,
    solicit or entice away or endeavor to solicit or entice away from the Company Group any person employed by the Company Group
    at any time during the period of twelve (12) months immediately prior to the termination date of the Employee’s employment
    with the Company.


 


	3.	Intellectual
    Property, Copyright and Patents
	 	 	 
	 	3.1. 	The
    Employee hereby assigns to the Company, all of the Employee’s rights, title and interest in and to all inventions, trade
    secrets, professional secrets, innovations, copyrightable works, Confidential Information, discoveries, processes, designs,
    works of authorship, and other intellectual property and all improvements on existing inventions, discoveries, processes,
    designs, works and other intellectual property made or discovered by the Employee or any person subordinate to him during
    the term of employment or as a result of such employment with the Company, for no additional consideration provided that he
    shall not be required to bear any expenses as a result of such assignment. The Company and its successors shall be entitled
    to protect any invention and/or patent and/or trade secret and/or professional secret and/or innovation as aforesaid by way
    of registration and/or in any other manner, in Israel or anywhere else in the world.
	 	 	 
	 	3.2. 	The
    Employee declares that his salary shall constitute full consideration for the above assignment in accordance with Section
    134 of the Patents Law —1967 (hereinafter: the “Patents Law”) and he shall not be entitled to royalties
    and/or to any other payments or considerations beside his salary for or in respect with the service invention and/or in respect
    to the above assignment and/or to any intellectual property outcome of his employment and/or in respect to the commercial
    use of the service invention and/or the products of his services to the Company.
	 	 	 
	 	3.3.	The
    Employee undertakes that upon the demand of the Company, including after the termination of his employment for any reason,
    he shall sign, execute and deliver to the Company such documents as the Company may request to confirm the assignment of the
    Employee’s rights herein, and if requested by the Company, shall assist the Company, and shall execute any necessary
    documents, at the Company’s expense, in applying for and prosecuting any patents, trademarks, trade secrets or copyright
    registration which may be available in respect thereof in accordance with the laws of the State of Israel or any other foreign
    country.
	 	 	 
	 	3.4. 	In
    the event the Company is unable for any reason, after reasonable effort, to secure the Employee’s signature on any document
    needed in connection with the actions specified in the preceding paragraph, the Employee hereby irrevocably designates and
    appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, which appointment is coupled
    with an interest, to act for and in the Employee’s behalf to execute, verify and file any such documents and to do all
    other lawfully permitted acts to further the purposes of the preceding paragraph with the same legal force and effect as if
    executed by the Employee.



 






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	 	3.5. 	The
    Employee undertakes to deliver to the Company, written notice of any invention and/or patent and/or commercial secret and/or
    innovation invented by him and/or Employees of the Company and/or its successors who are subordinate to him, immediately upon
    the discovery thereof.
	 	 	 
	 	3.6. 	The
    Employee’s obligations pursuant to this Section 3 shall survive the termination of his employment with the Company and/or
    its successors and assigns with respect to inventions conceived by him during the term of his employment or as a result of
    his employment with the Company.
	 	 	 
	 	3.7. 	The
    Employee acknowledges that the restricted period of time and geographical area specified hereunder are reasonable, in view
    of the nature of the business in which the Company is engaged, the Employee’s knowledge of the Company’s business
    and the compensation he receives. Notwithstanding anything contained herein to the contrary, if the period of time or the
    geographical area specified herein should be determined to be unreasonable in any judicial proceeding, then the period of
    time and area of the restriction shall be reduced so that this Agreement may be enforced in such area and during such period
    of time as shall be determined to be reasonable by such judicial proceeding. The Employee acknowledges that the compensation
    and benefits granted to him by the Company under this Agreement were determined, inter alia, in consideration for his obligations
    under this Appendix.
	 	 	 
	4.	General
	 	 	 
	 	4.1. 	Successors
    and Assigns. This Agreement will be binding upon the Employee’s heirs, executors, administrators and other legal
    representatives and will be for the benefit of the Company Group, its successors, and its assigns.
	 	 	 
	 	4.2.	Waiver.
    No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
    by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not
    be required to give notice to enforce strict adherence to all terms of this Agreement.
	 	 	 
	 	4.3.	Assignment.
    This     Agreement may be assigned by the Company. The Employee may not assign or delegate his duties under this Agreement
    without     the Company’s prior written approval.
	 	 	 
	 	4.4.	Injunction.
    The Employee agrees that it would be difficult to measure damage to the Company Group from any breach of his undertakings
    set forth in Sections 4.1-4.3 above, and that injury to the Company from any such breach would be impossible to calculate,
    and that money damages would therefore be an inadequate remedy for any such breach. Accordingly, the Employee agrees that
    if he breaches any provision of Sections 4.1-4.3 hereof, the Company Group will be entitled, in addition to all other remedies
    it may have, to an injunction or other appropriate orders to restrain any such breach by the Employee without showing or proving
    any actual damage sustained by the Company Group.



 






    	 	-13-	 



     


    

 


	 	4.5.	Governing
    Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Israel, without giving
    effect to the rules respecting conflict-of-law.


 


	Omer Bar-Yohay	 	 
	Name	 	 
	 	 	 
		 	 
	Signature	 	 
	 	 	 
	06.07.2016	 	 
	Date	 	 








 


 


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