Exhibit 4.12


 





EMPLOYMENT
SERVICE AGREEMENT


 


 


THIS AGREEMENT is made on the ____________,
2017


  


BETWEEN


 


Todos Medical Singapore Pte Limited ( the “Company”
) and with its registered office at 133 Cecil Street , #11-02 Keck Seng Tower, Singapore 069536


 


AND


 


Dr. Wee
Yue Chew ( the ”Employee” ) with NRIC No. S0234956F and located at Block 299C,


Compassvale
Street, #05-124 , Singapore 543299 .


  


NOW IT IS AGREED as follows:


 


		1.	APPOINTMENT AND DURATION



 


		(a)	The Company hereby appoints the Employee and the Employee agrees to serve the Company as the Managing
Director  of the Company upon the terms and conditions of this Agreement.



		(b)	This Agreement shall commence on the date of approval of this Agreement by the Company and its
parent company ("Commencement Date") and the employment shall continue (subject to earlier termination as provided
in this Agreement) for a period of three (3) years from the Commencement Date.



 


		2.	DUTIES



 


		2.1.	Scope Of Duties



 


As Managing Director 
of the Company, the Employee must:


 


		(a)	undertake such duties including acting as a member of the board of directors of the Company and
exercise such powers in relation to the Company and its business as the Board of Directors of the Company (“Board”)
may from time to time assign to or vest in him;



 


		(b)	without prejudice to the generality of the foregoing, perform to the best of his ability all the
duties of the Management Director of the Company and such other functions within the Company as the Board may reasonably
require and provide ongoing reports from time to time to any person nominated by the Board as may be from time to time –
initially the chief executive officer of Todos;



 


		(c)	in the discharge of such duties and in the exercise of such powers observe and comply with all
resolutions and all reasonable and lawful directions from time to time made or given by the Board;



 


		(d)	devote substantially the whole of his time, attention and skill during business hours in the discharge
of his duties under this Agreement;



 


 






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		(e)	in pursuance of his duties under this Agreement perform such services for any existing or future
subsidiary, associated and related companies of the Company and with further remuneration (unless otherwise agreed) accept such
offices in any such companies as the Board may from time to time reasonably require; and



 


		(f)	use his best endeavors to promote the interests of the Company.



 


(g)       The
Employee represents and warrants that the execution and delivery of this Agreement and the fulfillment of its terms: (i) will not
constitute a default under or conflict with any agreement or other instrument to which she/he is a party or by which he is bound;
and (ii) do not require the consent of any person or entity. Furthermore, with respect to any past engagement of the Employee with
third parties and with respect to any permitted engagement of the Employee with any third party during the term of her/his engagement
with the Company (for purposes hereof, such third parties shall be referred to as "Other Employers"), the Employee represents,
warrants and undertakes that: (a) his engagement with the Company is and/or will not be in breach of any of his undertakings toward
Other Employers, and (b) he will not disclose to the Company, nor use, in provision of any services to the Company, any proprietary
or confidential information belonging to any Other Employer.


 


		2.2.	Duty To Keep The Board Informed



 


The Employee must at all times
keep the Board (or any other person nominated by the Board including the chief executive officer of Todos) promptly and fully informed
(in writing if so requested) of his conduct of the business or affairs of the Company and provide such explanations as the Board
may require.


 


		2.3.	Working Hours



 


The Employee will perform his
duties during such hours as are from time to time reasonably required of him and will not be entitled to receive any additional
remuneration for work performed outside his normal working hours, which, for the purposes of this Agreement, are 9.00 am to
6.00 pm, with one hour for lunch, on every day of the week except Saturday, Sunday and public holidays in Singapore.


 


		2.4.	Place Of Duties



 


The Employee will perform his
duties under this Agreement in such place or places as the Board from time to time reasonably directs.


 


		2.5.	Travel



 


The Employee will in the performance
of his duties travel to such place or places in Singapore or abroad as the Board from time to time deem reasonable and directs.


 


		3.	CONSIDERATION



  


The following constitutes full
and final consideration for services/employment of the Employee hereunder:


 






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		3.1.	Performance Bonus



  


The performance bonus described in the Schedule
A hereto upon terms and conditions therein.


 


		3.2.	Option To Purchase Up To 1,000,000 ( One Million ) Ordinary Shares



 


The Employee has the Option
to purchase up to 1,000,000 ordinary shares of Todos for a purchase price of USD 0.10 per share within a period of three (3) months
from the date hereof ("Option Period"), provided the Employee continues to manage the Company at the time of exercising
the option. Any option not exercised within the Option Period shall expire and have no effect. Employee shall bear all taxes related
to the grant of the option and exercise thereof. Exercise of the Option shall be by written notice to Todos, enclosing proof of
payment for the underlying shares. Employee acknowledges that all shares of Todos shall be issued to the Employee on an "AS
IS" basis with any representation or warranty. Employee and Todos will sign a Warrant that will include the terms and conditions
of the grant and exercise of the Option as well customary representations and warranties by Employee as set out in Schedule
B of this Agreement.


  


		4.	ANNUAL LEAVE



 


		4.1.	Annual Leave



 


The Employee will in each calendar
year be entitled to 21 days leave (in addition to public holidays in Singapore) to be taken at such times as the Board shall
consider convenient having regard to the requirements of the Company’s business.


  


		4.2.	Carrying Forward Of Leave



 


The Employee is entitled to carry
forward the balance of his leave entitlement for up to one year to the following year, encashment of leave balance shall be allowed
at the sole discretion of the Board.


 


		4.3.	Remuneration During Leave



 


The Employee shall be paid his
usual remuneration on the usual dates of payment during each period in which any paid leave is taken and no separate payment shall
be made for holiday pay.


 


		4.4.	Pro Rating Of Leave



 


If the Employee’s employment
starts or terminates during a calendar year, the Employee’s entitlement to paid leave is the number of days paid leave to
which he is otherwise entitled divided by twelve (12) and multiplied by the number of completed months of his employment in that
year rounded to the nearest 0.5 month.


 






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		4.5.	Unused Leave



 


The Company may require that
any unused leave entitlement be taken during a period of notice (whether such notice is given by the Company or the Employee).
Where notice of termination is given by the Company or the Employee , the Company shall be entitled at its sole discretion to make
payment in lieu of such notice.


  


		7.	INSURANCE



 


The Company shall during the
term of the Employee’s employment with the Company acquire travel insurance policy for the Employee for such sum as the Board
may determine. The Company will also include the Employee under the Company’s prevailing directors & officers liability
insurance policy, unless Employee in his capacity as Managing Director of the Company is already covered under Todos D&O insurance
policy.


 


The Company may take up additional
insurance policies for the Employee as deemed practical, and the beneficiaries of such policies shall be named as the Company.


 


		8.	CONFIDENTIALITY



 


		8.1.	Obligations of Confidence



 


The Employee may prior to or
during the course of the Employee ’s employment with the Company have access to or become acquainted or entrusted with information
of the Company or Todos, which would reasonably be regarded as a trade secret or as confidential information (the ”Confidential
Information”). The Employee must strictly preserve the confidentiality of Confidential Information, both during the Employee’s
employment under this Agreement and thereafter.


 


		8.2.	Confidential Information



 


The Employee acknowledges and
agrees that Confidential Information also includes (without limitation) all information not publicly available which the Employee
may (solely or jointly with others) receive, prepare, conceive or develop during the course of his employment under this Agreement
and which relates to the business, operations, finances, affairs or other conditions of the Company or Todos.


  


		8.3.	Property of Company



 


All Confidential Information,
physical or electronic records containing or relating to such Confidential Information, during the course of Employee’s employment
under this Agreement shall remain at all times the exclusive property of the Company and Todos and Employee shall have no rights
therein. Whenever the Company requires, during or upon termination of his employment under this Agreement, the Employee must forthwith
surrender such information and materials to someone duly designated by the Company.


 


 






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		9.	TERMINATION



 


		9.1.	Events



 


The employment
of the Employee under this Agreement may be terminated immediately by the Company without prior notice (but without prejudice
to any other rights of the Company) if the Employee at any time:


 


		(a)	fails to perform a material part of his duties to the reasonable satisfaction of the Board;



 


		(b)	is guilty of any grave misconduct or unlawful neglect in the discharge of his duties under this
Agreement;



 


		(c)	becomes bankrupt or make any arrangement or compromise with his creditors;



 


 


		(d)	is convicted of any criminal offence other than an offence which in the opinion of the Board does
not affect his position as a director of the Company;



 


		(e)	is unable to or prevented from carrying out his duties due to incapacity or any other cause for
any period or periods exceeding three (3) months in the aggregate in any period of twelve (12) months; or



 


		(f)	becomes disqualified from holding office as a director pursuant to any statutory provision or court
order.



 


		9.2.	Resignation By Employee



 


If the Employee
having been appointed a director of the Company shall subsequently resign as a director of the Company without the consent of the
Board, such resignation may at the discretion of the Company be deemed a breach of this Agreement entitling the Company to terminate
the same without prior notice.


 


		9.3.	Termination By Notice



 


This Agreement
may be terminated by either party upon giving to the other party notice in writing of six (6) months or by the terminating
party giving an amount equal to six (6) months’ salary in lieu of notice.


 


		10.	GOVERNING LAW AND JURISDICTION



 


This Agreement
is governed by and shall be construed in accordance with the laws of Singapore and the parties submit to the non-exclusive jurisdiction
of the Courts in Singapore.


 


____________________________


 


 



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IN WITNESS WHEREOFF the parties the parties have set
their respective hands on the day and year first abovementioned.


 


 





	For and on behalf	 	 
	Todos Medical Singapore Pte Ltd	)	 
	 	 	 
	in the presence of :	)	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	EMPLOYEE	 	 
	 	 	 
	SIGNED by Dr. Wee Yue Chew	)	 
	 	)	 
	 	 	 
	 	 	 
	in the presence of :	)	 







 


 






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 SCHEDULE


 


 


Performance Bonus


  


		1.	For the purposes of Clause 3.1 of the Agreement, the Employee shall be paid, in respect of each
financial year of the Company where the profits according to the audited annual financial statements of the Company ("Financial
Statements") are equal to or exceed SGD 3,000,000, an amount equal to four percent (4 %) of the Profits. Payment of the
Performance Bonus shall be made within thirty (30) days following the approval and signing of the Financial Statements.



  


		2.	For the purpose of this Schedule and Clause 3.1, “ Profits” shall in relation to each
financial year mean the net profit of the Company before tax and extraordinary items based on the Financial Statements for that
financial year.






 


 






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WARRANT AGREEMENT


 


This Warrant Agreement ("Agreement"),
dated as of ______________, by and between Todos Medical Ltd., an Israeli company with offices located at 1 Hamada Street,
Rehovot, Israel (the "Company") and Dr. Wee Yue Chew passport number __________________ of __________________________
(hereinafter, the "Warrant Holder"), is being executed and delivered in connection with the Agreement between
Todos Medical Singapore Pte Ltd. ("Todos Singapore") and the Warrant Holder dated ________________, 2017 (the
"Agreement"). The Company and the Warrant Holder are sometimes referred to collectively, as the "Parties"
and individually, as a "Party".


 


WHEREAS, the Company has entered
into the Agreement with the Warrant Holder and Warrant Holder has agreed to act as managing director of Todos Singapore to the
Company, in consideration for which the Company has agreed to issue and grant to the Warrant Holder the Warrants as set forth in
this Agreement; and


 


WHEREAS, pursuant to the terms and
conditions of the Agreement by and between the Todos Singapore and the Warrant Holder, the Company has agreed to issue to the Warrant
Holder the Warrants as more fully described herein (the "Warrants"); and


 


WHEREAS, the Warrant Holder hereby
agrees to accept as consideration under the Agreement the Warrants.


 


NOW THEREFOR, in consideration of
the mutual terms, conditions, representations, warranties and agreements herein set forth herein, the Parties hereto hereby agree
as follows:


 


		1.	Definitions. Unless the context otherwise requires, the terms defined in this Section 1,
whenever used in this Agreement shall have the respective meanings hereinafter specified and words in the singular or in the plural
shall each include the singular and the plural and the use of any gender shall include all genders.



 


		1.1.	"Act" shall mean the U.S. Securities Act of 1933, as amended, and any reference
to a particular section of such Act shall include a reference to the comparable section, if any, of such successor federal statute.



 


		1.2.	"Warrants" shall consist of ordinary shares purchase warrants exercisable, to
purchase, for three (3) months period commencing on the date of this Agreement, up to 1,000,000 ordinary shares of the Company,
par value NIS 0.01 per share (the "Shares") at an exercise price of USD 0.10 per Share.



 


		1.3.	"Exercise Price" shall be the price as set forth in the definition of the Warrants
above and Section 2 below, subject to adjustment as provided in Section 9 hereof.



 


		1.4.	"Warrant Commencement Date" shall mean the date of this Agreement.



 


		1.5.	"Warrant Expiration Date" shall mean the three (3) months from the Warrant Commencement
Date.



 


		2.	Issuance and Vesting of Warrants. The Company hereby grants to Warrant Holder up to 1,000,000
Warrants exercisable to purchase, until the Warrant Expiration Date, up to 1,000,000 ordinary shares of the Company, par value
NIS 0.01 per share (the "Shares") at an exercise price of USD 0.10 per Share. All Warrants are fully vested on
the date hereof.



 


		3.	For purposes of clarification, the Warrants and the Shares will not be registered and the Company
has no obligation to register the Warrants and Shares pursuant to the Act.



 


		4.	No Transfers. No Warrant may be sold, pledged, hypothecated, assigned, conveyed, transferred
or otherwise disposed of without the express written agreement of the Company, which will not be unreasonably withheld.



 


		5.	Exercise of Warrants.



 


		5.1.	Exercise: Subject to the terms and conditions set forth in this Section 5, all vested Warrants
may be exercised, in whole or in part (but not as to any fractional part), at any time or from time to time on and after the Warrant
Commencement Date and on or prior to 5:00 p.m., TLV time on the Warrant Expiration Date. In order to exercise any Warrant, the
Warrant Holder shall deliver to the Company at its office first set forth above the following: (i) a written notice in the form
of the Election to Purchase in the form attached as Exhibit 1- Form of Election to Purchase hereto of such Warrant Holder's
election to exercise the Warrants, which notice shall specify the number of Warrants being exercised; (ii) payment of the aggregate
Exercise Price in respect of the Warrants to be exercised under the Form of Election to Purchase. All rights of Warrant Holder
with respect to any vested Warrants that has not been exercised, on or prior to 5:00 p.m., TLV Time, on the Warrant Expiration
Date shall immediately cease and shall be automatically cancelled and void.



 


		5.2.	Payment of Exercise Price: Payment of the Exercise Price with respect to Warrants being
exercised hereunder shall be made by the payment to the Company by wire transfer of an amount equal to the Exercise Price multiplied
by the number of Warrants then being exercised. All payments shall be net of all taxes, bank charges and shall be paid in NIS currency.



 






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		5.3.	Payment of Taxes: The Warrant Holder shall be responsible for all taxes that may be due
and payable by the Warrant Holder as a result of the issuance of this Warrant to the Warrant Holder or as a result of the issuance
of the Shares upon due exercise hereof.



 


		5.4.	Delivery of Shares: Upon receipt of the Election to Purchase together with the payment of
the full amount of the Exercise Price, the Company shall, as promptly as practicable, execute and deliver or cause to be executed
and delivered, to or upon the written order of Warrant Holder, and in the name of Warrant Holder a certificate representing the
number of Shares to be issued on exercise of the Warrants. The certificate issued to Warrant Holder shall bear any restrictive
legend required under applicable law, rule or regulation. The stock certificate or certificates so delivered shall be registered
in the name of Warrant Holder.



 


		5.5.	In the event of any inconsistencies between Warrant holder's records and Company's records in respect
of any Warrants, vested or unvested and the underlying Shares, the Company's records shall prevail.



 


		6.	Adjustment of Number of Shares Issuable Upon Exercise of a Warrant and Adjustment of Exercise Price Thereof:



 


		6.1.	Adjustment for Stock Splits, reverse Stock Splits, Stock Dividends, Recapitalizations. The
number of Shares issuable upon exercise of each Warrant and the Exercise Price thereof shall be proportionately adjusted to reflect
any stock dividend, stock split, reverse stock split, recapitalization or the like affecting the number of outstanding ordinary
shares that occurs after the date hereof.



 


		6.2.	Adjustments for Reorganization, Consolidation, Merger. If after the date hereof, the Company
(or any other entity, the stock or other securities of which are at the time receivable on the exercise of the Warrants), consolidates
with or merges into another entity or conveys all or substantially all of its assets to another entity, then, in each such case,
Warrant Holder, upon any permitted exercise of each such Warrant (as provided in Section 5), at any time after the consummation
of such reorganization, consolidation, merger or conveyance, shall be entitled to receive, in lieu of the stock or other securities
and property receivable upon the exercise of the Warrant prior to such consummation, the stock or other securities or property
to which such Warrant Holder would have been entitled upon the consummation of such reorganization, consolidation, merger or conveyance
if such Warrant Holder had exercised the Warrant immediately prior thereto, all subject to further adjustment as provided in this
Section. The successor or purchasing entity in any such reorganization, consolidation, merger or conveyance (if other than the
Company) shall duly execute and deliver to Warrant Holder a written acknowledgment of such entity's obligations under the Warrants
and this Agreement.



 


		6.3.	Notice of Certain Events. Upon the occurrence of any event resulting in an adjustment in
the number of Shares (or other stock or securities or property) receivable upon the exercise of the Warrants or the Exercise Price,
the Company shall thereafter compute such adjustment in accordance with the terms of the Warrants and notify the Warrant Holder
of such adjustments and any required actions to be taken on the part of the Warrant Holder.



 


		7.	Reservation of Shares: The Company shall at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued ordinary shares, the aggregate number of the Shares deliverable
upon the exercise of all outstanding Warrants for the purpose of enabling it to satisfy any obligation to issue the Shares upon
the due and punctual exercise of the Warrants through 5:00 p.m., TLV time, prior to or on the Warrant Expiration Date.



 


		8.	Representations and Warranties of Warrant Holder:



 


Warrant Holder represents and warrants
to the Company that, on the date hereof and on the date the Warrant Holder exercises the Warrant pursuant to the terms of this
Agreement:


 


		8.1.	Warrant Holder understands that the Warrants and the Shares have not been registered pursuant to
the Act and acknowledges that the Warrants and the Shares must be held indefinitely unless they are subsequently registered under
the Act or an exemption from such registration is or becomes available.



 


		8.2.	Warrant Holder is acquiring the Warrants for Warrant Holder's own account for investment and not
with a view to, or for sale in connection with, any distribution thereof.



 






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		8.3.	Warrant Holder understands that the Warrants and the Shares that may be acquired upon exercise
are being offered and sold to the Warrant Holder in reliance on an exemption from the registration requirements of United States
federal and state securities laws under Regulation S promulgated under the Act and that the Company is relying upon the truth and
accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Warrant Holder set forth herein
in order to determine the applicability of such exemptions and the suitability of the Warrant Holder to acquire the Warrants and
underlying Shares.



 


		8.3.1.	The Warrant Holder is not a “U.S. Person” which is defined below:



 


		8.3.1.1.	Any natural person resident in the United States;



 


		8.3.1.2.	Any partnership or corporation organized or incorporated under the laws of the United States;



 


		8.3.1.3.	Any estate of which any executor or administrator is a U.S. person;



 


		8.3.1.4.	Any trust of which any trustee is a U.S. person.



 


		8.3.1.5.	Any agency or branch of a foreign entity located in the United States;



 


		8.3.1.6.	Any non-discretionary account or similar account (other than an estate or trust) held by a dealer
or other fiduciary for the benefit or account of a U.S. person;



 


		8.3.1.7.	Any discretionary account or similar account (other than an estate or trust) held by a dealer or
other fiduciary organized, incorporated, or (if an individual) resident of the United States; and



 


		8.3.1.8.	Any partnership or corporation if (i) organized or incorporated under the laws of any foreign jurisdiction
and (ii) formed by a



 


		8.3.2.	U.S. person principally for the purpose of investing in securities not registered under the 1933
Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) of Regulation D promulgated
under the 1933 Act) who are not natural persons, estates or trusts.



 


		8.4.	“United States” or “U.S.” means the United States of America, its territories
and possessions, any State of the United States, and the District of Columbia.Warrant Holder acknowledges that he is aware and
accepts that until sold in reliance on an effective registration statement under the Securities Act, the Shares issued on exercise
of the Warrants shall be subject to a stop transfer order and the certificate or certificates representing the Shares shall bear
the following legend:



 


THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES
LAWS AND MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND EACH APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION
OF COUNSEL TO THE HOLDER OF THE SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES
MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR APPLICABLE STATE SECURITIES LAWS.


 


		8.5.	Warrant Holder will not offer for sale, solicit offers to purchase, sell, transfer, convey or assign
or distribute any of the Warrants or Shares in any manner that would violate or cause the Company to violate or to have violated
the registration requirements of the Securities Act, will make any transfer, conveyance or assignment of the Warrants or Shares
on terms that will cause the transferee or assignee of the Warrants or Shares to adhere to the terms of this Section and will not
make any transfer, conveyance or assignment of any of the Warrants without the prior approval of the Company.



  


		9.	No Rights or Liabilities as Shareholder: No holder, as such, of any Warrant shall be entitled
to vote, receive dividends or be deemed the holder of ordinary shares which may at any time be issuable on the exercise of the
Warrants represented thereby for any purpose whatever, nor shall anything contained herein be construed to confer upon the holder
of any Warrants, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value,
consolidation, merger, conveyance or otherwise), or to receive notice of meetings or other actions affecting shareholders or to
receive dividend or subscription rights, or otherwise, until such Warrant shall have been exercised in accordance with the provisions
hereof and the receipt and collection of the Exercise Price and any other amounts payable upon such exercise by the Company. No
provision hereof, in the absence of affirmative action by Warrant Holder to purchase Shares shall give rise to any liability of
such holder for the Exercise Price or as a stockholder of the Company, whether such liability is asserted by the Company or by
creditors of the Company.



 


 



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		10.	Fractional Interests The Company shall not be required to issue fractional shares of ordinary
shares upon exercise of the Warrants or to distribute certificates that evidence fractional shares of ordinary shares. If any fraction
of a Share would, except for the provisions of this Section, be issuable on the exercise of a Warrant, the number of Shares to
be issued by the Company shall be rounded to the nearest whole number, with one-half or greater being rounded up.



 


		11.	Notices:



 


All notices, consents, requests,
waivers or other communications required or permitted under this Agreement (each a "Notice") shall be in writing
and shall be sufficiently given (a) if hand delivered, (b) if sent by nationally recognized overnight courier, or (c) if sent by
registered or certified mail, postage prepaid, return receipt requested, addressed as indicated in the preamble of this Agreement,

or such other address(es) as shall be furnished by any of the Parties hereto in a Notice. Any Notice shall be deemed given upon
receipt.


 


		12.	Supplements, Amendments and Waivers This Agreement may be supplemented or amended only by
a subsequent writing signed by each of the Parties hereto (or their successors or permitted assigns), and only a written instrument
signed by the Party charged therewith hereof may waive any provision.



 


		13.	Successors and Assigns: Except as otherwise provided herein, the provisions of this Agreement
shall be binding upon and inure to the benefit of and be enforceable by the successors and permitted assigns of the Parties hereto.



 


		14.	Termination: This Agreement (other than Sections 8.3, 12, and Sections 15 through 18, inclusive,
and all related definitions, all of which shall survive such termination) shall terminate on the earlier of (i) the Warrant Expiration
Date; and (ii) the date on which all Warrants have been exercised by the Warrant Holder.



 


		15.	Governing Law; Jurisdiction: This Agreement is governed by and construed in accordance with
the laws of the State of Israel and the competent courts of Tel-Aviv shall have exclusive jurisdiction in respect of any disputes
related to this Agreement.



 


		16.	Entire Agreement: This Agreement, together with the Exhibits, and the above-referenced Agreement,
dated of even date herewith, by and between the Company and the Warrant Holder, constitute the entire agreement and understanding
between the Parties hereto with respect to the subject matter hereof and shall supersede any prior agreements and understandings
between the Parties hereto with respect to such subject matter.



 


		17.	Neutral Construction: The Parties to this Agreement agree that this Agreement was negotiated
fairly between them at arm's length and that the final terms of this Agreement are the product of the Parties' negotiations. Each
Party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of
this Agreement and the rights and obligations affected hereby. The Parties agree that this Agreement shall be deemed to have been
jointly and equally drafting by them, and that the provisions of this Agreement therefore should not be construed against a Party
or Parties on the grounds that such Party or Parties drafted or was more responsible for the drafting of any such provision(s).



 


		18.	Representations and Warranties:



 


The Company hereby
represents and warrants to the Warrant Holder that:


 


		18.1.	The Company has all requisite corporate power and authority to: (i) execute and deliver this Agreement;
and (ii) issue the Shares upon the exercise thereof and carry out provisions of this Agreement;



 


		18.2.	The Shares issuable upon the any exercise of a Warrant that is being purchased hereunder, when
issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly
and validly issued, fully-paid and nonassessable and will be free of restrictions on transfer, other than restrictions on transfer
under applicable state and federal securities laws;



 






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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


 


TODOS MEDICAL LTD.


 


By: _________________________


 


Rami Zigdon, Chief Executive Officer


 


 


 


WARRANT HOLDER:


 


_____________________________








 




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EXHIBIT 1


 




Form of Election to Purchase


 


The undersigned hereby irrevocably elects
to exercise to purchase ___________of the Warrants to purchase Shares, and herewith tenders (or is concurrently tendering) payment
for such Shares in an amount determined in accordance with the terms of the Agreement. The undersigned requests that a certificate
representing such Shares be registered in the name of Dr. Wee Yue Chew, whose address is ______________________________________
and that such certificate be delivered to Dr. Wee Yue Chew whose address is ___________________________.


 


Dated:


 


Name of Holder of Warrant: __________________________ (Please
Print)


 


Address:






 


Signature:


 


 


 


 








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