Exhibit 10.5


 


SERVICES
AGREEMENT


 


This Services Agreement
(the “Agreement”) is made as of the 1st day of March, 2008, by and between Alcobra Ltd., maintaining
its principal place of business at 53 Hashalom Rd., Givatayim (the “Company”) and Mr. Udi Gilboa (or
an entity in his control), Residing at 30th Golani St, Ramat Gan (the “Consultant”).


 


		WHEREAS	The Consultant declares that he owns the skills and experience necessary to render the Services
(as defined therein); and



 


		WHEREAS	The Company wishes to engage the Consultant as an independent
contractor to render the Services, all upon the terms and conditions set forth herein;



 


NOW, THEREFORE,
in consideration of the premises and mutual agreements herein set forth, the parties hereto, intending to be legally bound, have
agreed as follows:


 


		1.	General



 


		1.1	The preamble to this Agreement, including any statement herein and the annexes attached hereto,
form an integral part hereof and shall be binding upon the parties.



 


		1.2	The title headings of the Sections hereof are intended solely for convenience and are not intended
and shall not be construed for any other purpose.



 


		2.	Term



 


This Agreement and the Consultant’s
engagement thereunder shall be in effect commencing on March 1st, 2008 (the “Effective Date”) and
until terminated in accordance with Section 7 below.


 


		3.	The Engagement



 


		3.1	The Company hereby engages the Consultant and the Consultant hereby agrees to hold himself available
exclusively for at least 22.50 hours per week or more, as shall be agreed upon by the parties, during the term of this Agreement
for providing the Company services as the Company’s CFO and COO which may include, inter alia, Financial planning,
BD, operational services, management services and other services required for the future development of the company as shall be
requested by the Company from time to time, as an independent contractor (the “Services”).



 


		3.2	The Consultant shall report and perform other duties as may be assigned to him by the Company’s
management.



 




    	 



    	 



    

 


		4.	Warrants and Undertakings



 


		4.1	The Consultant hereby warrants and represents that he: (i) has the required qualifications, experience
and know how to perform the Services (ii) agrees to, perform his duties and responsibilities in rendering the Services with devotion,
honesty and fidelity, and to dedicate his best effort, experience qualifications and abilities in performing such duties to the
benefit and satisfaction of the Company and for its success; (iii) does not require the consent of any other person or entity (iv)
shall not utilize during the term of his engagement any proprietary information of any third party; and (v) shall perform his services
as an independent contractor and there will be no employer – employee relationship between the Company and the Consultant.



 


		4.2	The Consultant shall devote all necessary time and attention in order to perform the Service and
his duties diligently and promptly for the benefit of the Company and shall not undertake or accept, unless authorized by the Company,
any other paid or unpaid employment or occupation or engage in or be associated with, directly or indirectly, any other businesses,
duties or pursuits and he shall not, either during or outside such normal business hours engage in any activity inimical to the
Company’s best interests



 


		4.3	The Consultant may provide the Services through an entity controlled by him, provided however that
in such event the Consultant shall continue to personally provide the Services.



 


		5.	Consideration, Fees, Expenses and Taxes



 


In consideration for the services
provided by the Consultant to the Company, the Consultant shall be entitled to compensation and other benefits as detailed in Annex A.


 


		6.	Confidentiality; Non-Compete and Proprietary Information



 


The Consultant has signed a
confidentiality, non-compete and proprietary information with the Company, a copy of which is attached hereto as Annex B.


 


		7.	Term and Termination



 


		7.1	This Agreement shall be effective as of the date first written above.



 


		7.2	Notwithstanding the above, either party may terminate this Agreement at any time without cause
upon serving the other party a 60 (Sixty) days (the “Notice Period”) prior written notice specifying the effective
date of termination (the “Termination Date”).



 


		7.3	During the Notice Period, the Consultant return to the Company all documents, professional literature
and equipment belonging to the Company, which may be in his possession at such time.



 


		7.4	The Company may terminate this Agreement for Cause (as such term is defined below), with immediate
effect. In such case the Company’s sole obligation shall be to pay the Consultant any unpaid consideration through the date
of termination. For the purpose of this Agreement, the term “Cause” shall mean:



 


		7.4.1	Conviction of the Consultant of a dishonorable criminal offense;



 




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		7.4.2	The commission by the Consultant of any act involving theft or embezzlement from the Company;



 


		7.4.3	Actions or omissions of the Consultant which were not made in good faith or were made against the
Company’s interests; or



 


		7.4.4	A material breach of this Agreement by the Consultant which was not remedied by the Consultant
within 7 (seven) days from receipt of a notice regarding such breach.



 


		8.	Relationship of the Parties



 


		8.1	In performing his duties and obligations hereunder, the Consultant shall operate as and has the
status of an independent contractor and shall not act as or be an agent or an employee of the Company.



 


		8.2	The parties do hereby agree and declare that should any court and/or any other authoritative body
decide, in contrary to the explicit desire and intention of the parties (especially the Consultant) hereto, that the Consultant
is the Company’s employees and thereof entitled to further benefits and/or social right in addition to the consideration
set forth herein (Hereinafter: the “Decision”), then Annex A below shall be revised to stipulate that in consideration
for the Services, the Consultant shall have been entitled to 75% (seventy five percent) of the Monthly Fees (as defined below).
All amounts paid to the Consultant in access of this 75% of the Monthly Fees shall be deemed a loan given to the Consultant by
the Company bearing the Prime interest rate as set by Bank Israel at the date of the Decision and shall be repaid to the Company
immediately upon its written request.



 


		9.	Miscellaneous



 


		9.1	No provision of this Agreement may be modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing and signed by the Consultant and the Company. No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent
time. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.



 


		9.2	This Agreement shall be governed by and construed and enforced in accordance with the laws of the
State of Israel. The competent courts in Tel Aviv shall have the exclusive jurisdiction over any dispute arising from this Agreement.



 


		9.3	This Agreement constitutes the entire agreement between the parties hereto and supersedes
all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject
matter hereof. No agreement or representations, oral or otherwise, express or implied, with respect to the subject matter hereof
has been made either party which is not expressly set forth in this Agreement.



 


		9.4	Neither this Agreement nor any right or interest hereunder shall be assignable or transferable
by the Consultant, his beneficiaries or legal representatives, except by will or by the laws of descent and distribution and except
as set forth in Section 4.3 above. This Agreement shall inure to the benefit of and be enforceable by the Consultant’s legal
personal representative.



 




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		9.5	For the purpose of this Agreement, notices and all other communications provided for in the Agreement
shall be in writing and shall be deemed to have been duly given when sent via fax, personally delivered or sent by registered mail,
postage prepaid, addressed to the respective addresses set forth above or last given by each party to the other, except that notice
of change of address shall be effective only upon receipt.



 


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


 


	Alcobra Ltd.	 	Mr. Udi Gilboa	 
	 	 	 	 
	/s/ Alcobra LTD	 	/s/ Top-Notch Finance 2003 Ltd.	 
	By:	Alcobra LTD	 	Top-Notch Finance 2003 Ltd.	 
	Title:	 	 	 	 


 




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Annex A - Consideration, Fees, Expenses
and Taxes


 


In consideration for his services and subject to the performance
of the Services required to be performed hereunder by the Consultant under the agreement which this Annex A is attached to (the
“Agreement”), all terms not defined herein shall have the meaning ascribed to them in the Agreement), the Company
shall pay to the Consultant the Monthly Fees (as defined below) and provide him with additional benefits as detailed herein.


 


		1.	Monthly Fee. During the term of the Agreement, the Company shall pay to the Consultant
an amount of US$ 7,000 per month + VAT as applicable, (the “Monthly Fee”). The rate of US$ 1 will not be lower than
4 NIS.



 


The Monthly Fees and any other
payment paid to the Consultant under this Agreement shall be paid on the first day of each month in respect of such month.


 


Upon payment, Consultant will
furnish to the Company an invoice and a receipt


 


Each party shall bear and pay
his own taxes as may be imposed on it according any law in connection with any payment or benefit made under the Agreement.


 


		2.	Expenses. The Company will reimburse the Consultant for any documented, pre-approved
out-of-pocket expenses from time to time properly incurred by the Consultant in connection with his Services to the Company and
against invoices.



 


		3.	Except as set forth in section 1-2 above, the Consultant shall not be entitled to any further payment
in connection with the performance of the Services.



 




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Annex B


 


Confidentiality. Non-Compete and
Proprietary Information


 


 


Enclosed.


 




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