Exhibit 10.38


 


Employment
Agreement


 


Of
August 31, 2021


 


Between:
ScoutCam Ltd., Company No. 515950400


 


Of
7A Gan Hata’asiya St., Omer, Israel (the “Company”)





 


And:
Roee Peled , identity no. 034473769


 


Address:
Lamirhav 30, Ramat Hasharon (the “Employee”)


 


Employment
and Compensation


 


	1.	The
    Parties wish to enter into an employment agreement for an unfixed period, in accordance with the conditions and provisions of this
    Employment Agreement. The date of commencement of the Employee’s employment, his job, his direct supervisor, and other issues
    relating to the conditions of the Employee’s employment, including consideration, are set out in Appendix A,
    which is attached hereto. 
	 	 
	2.	In
    the performance of his job, the Employee shall devote all of his time, attention, ability and effort exclusively for the performance
    of his duties at the Company and he undertakes not to engage, either as an employee or otherwise, in any business, commercial or
    professional activities, either for consideration or otherwise, during the term of his employment, without receiving the Company’s
    prior written consent to such. The provisions of this section shall not derogate from the Employee’s undertakings as set out
    in Appendix B which is attached hereto. 
	 	 
	3.	Each
    party shall be entitled to rescind this Agreement at any time, by giving prior notice as set out in Appendix A below,
    and subject to any law. 
	 	 
	4.	Notwithstanding
    the provisions of section 3 above, and without derogating from its rights under this Agreement or under any law, the Company shall
    be entitled to terminate the employment of the Employee without prior notice, upon the occurrence of one of the following cases:
    (a) breach of the Employee’s fiduciary duty, intentional damage to the Company’s property, dealing in competing activity
    or any breach of Appendix B below; or (b) a fundamental breach of the provisions of this Agreement on condition that the Employee
    has not remedied the breach (to the extent that it can be remedied) within 7 days of receipt of a warning from the Company; or (c)
    indictment of the Employee for a criminal offense (except for a fine-related offense) or for involvement in sexual harassment incidentally
    to the Employee’s employment at the Company; or (d) the Employee has put himself in a position of conflict of interests; or
    (e) any other circumstance in respect of which it is legally permissible to fire an employee without the giving of prior notice.
    
	 	 
	5.	The
    Employee shall not have a right of lien over the assets, equipment or any other of the Company’s property that might be in
    his possession. The Employee shall return all of the Company’s property that is in his possession not later than the date of
    termination of employer-employee relations, prior to his taking any unpaid leave or within 7 days of receipt of a demand to do so
    from the Company.
	 	 
	6.	The
    provisions of this Agreement shall not derogate from any right afforded to the Employee under any law, extension order, collective
    agreement, employment contract or any other contract relating to the conditions of his employment.


 




    	 



     


    

 


Confidentiality,
Prohibition of Competition and Title to Inventions


 


	7.	Together
    with the execution of this Agreement, the Employee shall sign an undertaking to the Company regarding confidentiality, prohibition
    of unfair competition, and title to inventions, which is attached hereto as Appendix B.


 


Representations
and Undertakings of the Employee


 


The
Employee declares and undertakes as follows:


 


	8.	He
    has the ability, skills and knowledge that are necessary for the performance of his Job pursuant to this Agreement, and he does not
    suffer from any physical or mental health deficiency that might unreasonably prevent or impede him in the performance of his job
    and his other obligations under this Agreement.
	 	 
	9.	He
    is not bound by any undertaking or other agreement whatsoever that might restrict or prevent him from entering into this Agreement
    and performing his undertakings hereunder. By executing this Agreement and performing his job, he is not and will not be in breach
    of, or in a conflict of interests with: (1) the rights of his previous employers or his undertakings to them; or (2) his undertakings
    under any other document to which he is a party, or which binds him. 
	 	 
	10.	He
    shall give notice to the Company, immediately, of any matter or subject in respect of which he or his close family might have a personal
    interest or that might generate a conflict of interests with his job and employment at the Company. 
	 	 
	11.	He
    shall not receive any beneficial interest from any third party, directly or indirectly, with respect to his employment. Should the
    Employee breach this undertaking, then without derogating from the rest of the Company’s rights, the beneficial interest or
    the value thereof shall be the property of the Company alone, and the Employee hereby grants the Company leave to deduct the value
    of the beneficial interest from any sum that may be owing to the Employee from it. This section shall not apply to gifts or benefits
    of a marginal value. 
	 	 
	12.	In
    the context of his employment, he shall not act in contravention of the signature rights that are prescribed by the Company. 
	 	 
	13.
    	 Employee
    acknowledges and agrees that from time to time Employee may be required by the Company to travel and stay abroad as part of Employee’s
    obligations under this Agreement. Employee hereby acknowledges and agrees that while Employee is abroad as part of Employee’s
    obligations under this Agreement, Employee shall serve as a senior representative of the Company, a position which requires a special
    degree of personal trust, as defined in the Working Hours and Rest Law, 1951 (the “Working Hours and Rest Law”). Therefore,
    in these special circumstances, the provisions of the Working Hours and Rest Law shall not apply to the Employee’s employment
    under this Agreement. Employee acknowledges that while Employee is abroad as part of Employee’s obligations under this Agreement,
    Employee shall be required to work “overtime” hours, including during late hours and during “weekly hours of rest”,
    and that Employee shall not be granted any additional compensation with regard to such “overtime” hours. Employee acknowledges
    that the monetary implications of this provision have been taken into account by the parties to this Agreement in their decision
    on the compensation specified in Appendix A and by the Employee in the Employee’s decision to engage in this Agreement.





 





	14.	For
    the purpose of performance of his job, the Company may provide the Employee with a computer, hardware, software, an email address
    and/or mobile telephone as the case may be (“Computers”) which shall be the exclusive property of the Company.
    Subject to the Company’s procedures in this regard, and without derogating from his undertakings and the performance of his
    job pursuant to this Agreement, the Employee shall be entitled to make reasonable, private use of the Computers provided that the
    Employee shall not be entitled to store private files on the Computers (except for private folders that are prominently marked as
    such) and shall not be entitled to store Company files on private storage measures. It is clarified that the professional email address
    shall be used for professional purposes only, whilst the Employee shall be entitled, for private purposes, to use external email
    services (such as gmail). 


 



    	 



     


    










 


	15.	The
    Employee is aware and agrees that: (1) the Company may allow other employees and third parties to make use of the Computers; (2)
    in order to preserving its legitimate interests, the Company may monitor the activities on the Computers, including the usage log
    and the contents of email and internet correspondence, which shall be admissible as evidence in legal proceedings; (3) in light of
    the Employee’s undertakings above, the Employee shall not have a right to privacy with respect to the contents of the Computers,
    with the exception of private folder that have been prominently marked as such. 
	 	 
	16.	The
    Employee is aware and agrees that the information about him and about the conditions of his employment which may be accrued and documented
    by the Company (the “Information”) may be provided to third parties, including outside of Israel, on condition
    that: (a) such transfer is effected for the purpose of the performance of some relevant legal provision or for the purpose of the
    Company’s business (including any transactions related thereto); (b) no information shall be provided beyond what is necessary
    and reasonable; (c) the party to which the information is provided shall undertake to the Company, to the extent that such is possible
    and relevant, that it shall maintain the privacy of the information at a level of protection that is at least that which is employed
    by the Company with respect to the information. 
	 	 
	17.	In
    the event of rescission of this Agreement, for any reason whatsoever, the Employee shall cooperate with the Company and shall make
    best endeavors to assist in the orderly transition of his job at the Company, and in the orderly overlap between him and the person
    or persons due to replace him in his job.


 


General
Provisions


 


	18.	This
    Agreement and the Appendixes hereto constitute the full agreement between the Parties and prevail over any prior agreement, offer,
    understanding, correspondence, content, conversation or arrangement, whether in writing or oral, if any, between the Parties, with
    respect to the conditions of the Employee’s employment. Any matter not expressly regulated in this Agreement shall be in accordance
    with the law. Any amendment and/or addition to this Agreement shall bind the Parties to this Agreement and shall only be in force
    if it is in writing and signed by the Parties.
	 	 
	19.	Israeli
    law shall apply to this Agreement. The competent courts / tribunals in the city of Tel Aviv Yafo shall have exclusive jurisdiction
    with respect to any matter stemming from this Agreement or with respect to this Agreement. 


 


	20.	All
    notices must be sent by one party to the other by registered mail, by email or by hand delivery to the address at the top of this
    Agreement or to such other address as a Party may notify. Any notice shall be deemed to have been received by the recipient: if sent
    by registered mail – 4 business days after dispatch; if sent by email – one business day after dispatch provided that
    an automatic confirmation is obtained from the server that the notice reached its destination; if delivered by hand – upon
    delivery provided that a “certificate of delivery” is received.


 


The
Employee declares that: (1) he has read carefully and has understood all of the provisions of the Agreement and the Appendixes hereto;
(2) he has been given a reasonable opportunity to consult with third parties, including with an advocate; (3) he has signed this Agreement
with full volition and consent.


 


In
witness whereof, the Parties have hereunto set their hands:


 


	The
    Employee: 	/s/
    Roee Peled	 	The
    Company:	/s/
    Yovav Sameah
	 	 	 	 	 
	 	 	 	 	/s/
    Tanya Yosef



 



    	 



     


    

 


Appendix
A – Conditions of Employment


 


	1.	Date
    of Commencement, Job and Supervisor – The Employee’s employment shall commence on October 17, 202,
    full time, in the position of VP of Business Development or such other similar position, whatever its title may be. The Employee’s
    shall report directly to the CEO of the Company. 
	 	 
	2.	Working
    Hours - Employee shall be employed on a 5-day workweek basis. Employee’s working hours shall be in accordance with
    the Company’s policy, as in effect from time to time. On the date of signature of this Agreement the normal working hours of
    the Company are 8 am to 5pm, except on one shorter workday as determined by the Company. On the date of signature of this Agreement,
    the shorter weekly worday is Thursday. The Company may instruct the Employee to work overtime. Employee’s entitlement to breaks
    will be in accordance with any applicable law. Employee’s rest day shall be Saturday.
	 	 
	3.	Prior
    Notice – two months in advance. Notice shall be given notice in writing however, even if notice is not given in writing
    as aforesaid, the Employee shall be deemed to have resigned if he gives clear notice in such regard. 
	 	 
	4.	Salary
    - A gross monthly salary of NIS 32,640 (the “Base Salary”). An additional global payment of NIS 8,928
    per month for up to 40 overtime hours at an hourly rate of 125% and NIS 6,432 per month for up to 24 overtime hours at an hourly
    rate of 150% (the “Global Overtime Payment”) – up to 64 overtime hours in total (the “Quota”).
    Employee will be entitled to full Global Overtime Payment even if the entire Quota was not met. 
	 	 
	 	The
    parties estimate that the Quota reflects the actual overtime hours that Employee may work and therefore, the Global Overtime Payment
    is sufficient to cover all overtime work. The Company undertakes that the Global Overtime Payment shall be raised together with any
    Base Salary increase.
	 	 
	 	The
    parties agree that the Global Overtime Payment be treated, for all intents and purposes, as salary payment and therefore the Base
    Salary and the Global Overtime Payment shall be collectively referred to as the “Salary”. Any payment or benefit
    under this Appendix A, other than the Salary, shall not be considered as a salary for any purpose whatsoever, and the Employee shall
    not maintain or claim otherwise. The Salary shall be payable on such dates as required by law.
	 	 
	5.	Pension
    Arrangements – The Company shall insure the Employee under a pension arrangement of his choice (insurance fund, pension
    fund or a combination of the two), in accordance with the rates and conditions that are set out below:


 


	 	5.1.	Insurance
    fund (“executive insurance”) – in accordance with the following components:


 


	 	5.1.1.	Insurance
    for loss of capacity to work – the Company shall, at its own expense and from an insurer of its choice, purchase coverage in
    the event of loss of capacity to work with the usual and acceptable conditions, at the rate that is necessary for the insurance of
    75% of the Salary. The Company’s payment for insurance for loss of capacity to work shall not, in any event, be greater than
    2.5% of the Salary. 


 




    	 



     


    

 


	 	5.1.2.	The
    Company’s provisions for severance pay - 81/3% of the Salary. 
	 	 	 
	 	5.1.3.	The
    Company’s provisions for compensation – the difference between 6.5% of the Salary and the Company’s payment for
    insurance for loss of capacity to work, provided that in any event, the Company’s provisions for compensation shall not be
    less than 5% of the Salary. 
	 	 	 
	 	5.1.4.	The
    Employee’s provisions for compensation – 6% of the Salary. 


 


	 	5.2.	Pension
    fund – in accordance with the following components: The Company’s provisions for severance pay – 8 1/3% of
    the Salary; the Company’s provisions for compensation - 6.5% of the Salary; the Employee’s provisions for compensation
    - 6% of the Salary. 


 


	6.	Release
    of Pension Funds – The Parties adopt the provisions of the General Authorization regarding Employer Payments into Pension
    Funds and Insurance Funds in lieu of Severance Pay, which was issued pursuant to the Severance Pay Law, 5723-1963, as is in force
    from time to time, a copy of which is attached to this Agreement as Appendix C. The Company hereby waives its right
    to a refund of the monies that it paid to the Pension Fund and/or to an executive insurance policy unless the Employee’s right
    to severance pay is repudiated in a judgment pursuant to sections 16 and 17 of the Severance Pay Law, 5723-1963 (in accordance with
    the provisions thereof), or if the Employee withdraws monies from the pension fund and/or executive insurance policy, other than
    due to an “entitling event”. For this purpose, an “entitling event”: death, disability or retirement at age
    sixty or above. The Employee declares, confirms and undertakes that the Company’s provisions for the executive insurance policy
    or pension fund shall stand in place of all of the severance pay owing to him if any, pursuant to section 14 of the Severance Pay
    Law, 5723-1963, and in accordance with the General Authorization referred to above. 
	 	 
	7.	Study
    Fund – The Company and the Employee shall maintain a study fund for the Employee to which the Company shall contribute,
    on a monthly basis, an amount equal to 7.5% of the Salary (the “Company Portion”) and the Employee shall contribute
    on a monthly basis an amount equal to 2.5% of the Salary (the “Employee Portion”), provided that in the first
    three years of the Employee’s employment, the contributions shall not exceed the maximum tax-exempt ceiling for a Study Fund
    pursuant to the Income Tax Ordinance [New Version] - 1961, and thereon after the contributions shall be made based on the entire
    Salary (without a ceiling). The Employee hereby instructs the Company to transfer the Employee Portion to the selected Study Fund.
    In the event that the Company Portion and Employee Portion exceed the maximum tax-exempt ceiling for Study Fund contributions, the
    exceeding amounts shall be recognized as ordinary income for tax purposes, on the date of their contribution to the selected Study
    Fund.
	 	 
	8.	Vacation
    – The Employee shall be entitled to leave of 22 days of work for each period of twelve (12) months of employment (the
    “Annual Quota”) but in any event, not less than that which is set out in the Annual Leave Law, 5711-1951, as such
    may be from time to time (the “Annual Leave Law”). The Company encourages its employees to take leave and to use
    up the entire Annual Quota of leave days. However, the Employee shall be entitled to accrue vacation days in a quantity of not more
    than twice the Annual Quota (the “Accrual Quota”). Vacation days beyond the Accrual Quota shall be deleted without
    the Employee being given compensation for such. The dates for taking vacations shall be prescribed by the Company at its discretion,
    in accordance with its possibilities and needs, and where possible, taking into account the Employee’s wishes. The Company
    shall be entitled to decide on a uniform annual leave period for all or some of its employees, with respect to some or all of their
    annual leave quota, as it may see fit.
	 	 
	9.	Sick
    Pay – The Employee shall be entitled to the payment of sick pay in accordance with the provisions of the Sick Pay Law,
    5736-1976. In the event that the Employee is absent from work due to illness, the Employee shall inform the Company of the illness
    on the first day of such absence, unless the Employee is unable to give such notice due to his medical condition, in which case the
    notice shall be given as soon as possible. Such notice shall refer, inter alia, to the estimated period in which the Employee is
    unable to work. 


 




    	 



     


    

 





	10.	Convalescence
    Pay – The Employee shall be entitled to payment of convalescence pay in accordance with the Extension Order regarding
    Payment of Convalescence Pay. 
	 	 
	11.
    	Contribution
    to Gasoline and Toll Road Fees – In lieu of travel allowance, the Company shall bear the costs of gasoline and toll
    road fees. It is agreed that the Employee shall not be entitled to incorporate tax payable to the gasoline and toll road fee contributions.
    
	 	 
	12.	Car
    – In lieu of a contribution to gasoline and toll road fees as describe in Section 11 above, the Employee may select
    an option to receive from the Company a leased car for work purposes. (the “Car”). In the event that the Employee
    chooses this option, the Company will deduct from the Salary the leasing cost (including VAT) and the Company shall bear the costs
    of registration, insurance, gasoline, toll road fees and repairs; however, the Company shall not bear the costs of tickets, traffic
    violations and fines of any kind. It is agreed that the Employee shall not be entitled to incorporate tax payable to the Car benefit.
    The Employee shall notify the Company towards the commencement of his Employment whether he selects the option in Section 11 or Section
    12. 
	 	The
    Employee: (1) will ensure the Car is in good shape and will verify the conditions of the insurance policy will be fulfilled and satisfied
    (including instructions and requirements in connection with the protection of the Car); (2) use the Car in accordance with the Company’s
    policies, which will be effective from time to time; and (3) in the event the Manager’s employment with the Company shall expire,
    either by termination of employment or otherwise, the Manager shall return the Car to the Company with the keys to the Car as well
    as other related licenses and documents in connection with the Car, in accordance with the framework of this Agreement.
	 	 
	13.	Options
    – Subject to the approval of such grant by the board of directors of the Company, the Employee shall be granted options
    to purchase 25,000 shares of common stock of ScoutCam, Inc.
	 	 
	14.	Mobile
    Phone - The Employee shall be entitled to receive a monthly reimbursement of 100 NIS for phone calls.
	 	 
	15.	Business
    Expenses – The Company shall refund any payment to the Employee for necessary and acceptable business expenses incurred
    by the Employee, in accordance with the Company’s policy, as may be updated from time to time. 
	 	 
	16.	Taxes
    and Mandatory Payments – All of the taxes and benefits under this Agreement shall be gross sums. The Company shall
    deduct taxes and other mandatory payments as required by the law. 


 


	The
    Employee:	/s/
    Roee Peled	 	The
    Company:	/s/
    Yovav Sameah
	 	 	 	 	 
	 	 	 	 	/s/
    Tanya Yosef


 




    	 



     


    

 


Appendix
B – Deed of Undertaking


 


This
Deed of Undertaking was executed on August 31, 2021 by Roee Peled, identity card no. 034473769, of Lamirhav
30, Ramat Hasharon, Israel (hereinafter: the “Employee”).


 


Since
the Employee wishes to enter into an employment agreement with ScoutCam Ltd. (the “Company”) and since the preservation
of the Confidential Information (as defined below), the Company’s rights in Inventions (as defined below) and in all of the intellectual
property rights auxiliary to such, are essential to the Company, the Employee is executing this Undertaking as a condition of his employment
by the Company, and he undertakes to perform it verbatim.


 


In
this Deed of Undertaking, all of the Employee’s undertakings to the Company shall be made to any parent companies, subsidiaries,
sister companies and related companies to the Company, directly or indirectly, and the substitutes or transferees of such companies.


 


Confidential
Information


 


	1.	The
    Employee recognizes the fact that he has and that he will have access to information that is confidential in nature (whether marked
    as such or not), that is related to the Company, including with respect to its commercial secrets, professional knowledge, technology,
    products (including products under development), research and development, experiments, formulas and processes, inventions, business,
    assets, financial condition, contracts and undertakings, obligations, operations, marketing and sales promotion issues, plans (including
    business and financial plans), strategies, procedures, forecasts, customers, suppliers, business partners and third parties to whom
    the Company has undertaken to keep information confidential and information relating to its employees, consultants, office bearers,
    directors and shareholders (all hereinafter jointly: the “Confidential Information”). The Confidential Information
    might be in any form whatsoever, including in writing, oral or on a magnetic or electronic medium. Confidential Information shall
    not include information that has come into the public domain as a result of a breach of this Deed of Undertaking by the Employee
    or information which the Employee is required to disclose pursuant to the legal demand of a competent authority, on condition that:
    (a) the Employee gives notice to the Company of such demand, immediately; (b) the Employee cooperates with the Company, if necessary,
    in order to reduce the scope of the demand; (c) the Employee does not disclose it beyond his duty to disclose in accordance with
    the aforesaid demand. 
	 	 
	2.	During
    the term of his employment and at all times thereafter, without any limitation in time, the Employee shall strictly preserve the
    Confidential Information and shall ensure its confidentiality, and shall not disclose the Confidential Information to any person
    or entity and shall not use the Confidential Information other than for the Company’s benefit. The Employee recognizes and
    understands that his work at the Company and his access to the Confidential Information give rise to a relationship of trust with
    respect to such Confidential Information. 
	 	 
	3.	The
    Employee declares that he has been made aware that all of the rights in the Confidential Information are the exclusive property of
    the Company (or of the third party to which the Company has undertaken to keep the Information confidential). Without derogating
    from the generality of the aforesaid, the Employee agrees that all of the Confidential Information that was prepared, collected,
    processed, received, kept or was in his use with respect to his employment in the Company (the “Material”) shall
    be the exclusive property of the Company and shall be deemed to be Confidential Information. Everything relating to the Material,
    including originals, copies and summaries, shall be transferred by the Employee to the Company upon termination of the term of his
    employment or at any time prior to such at the Company’s demand, without the Employee keeping any copies of the above and without
    the Employee having a right of lien over them. The Employee shall not remove the Material from the Company, unless such is required
    by virtue of his job and for the purpose of his employment, and unless such is permitted in accordance with the Company’s procedures.
    If the Material is removed from the Company’s offices as set out above, the Director shall take all of the necessary measures
    in order to maintain absolute confidentiality of the Material and shall return such to its place immediately after such use. 


 


	4.	Unless
    there is a lawful permit or approval for such, the Employee shall not use nor disclose Confidential Information or commercial secrets
    belonging to any third parties including to previous employers, towards which the Employee has a duty of confidentiality or non-use
    (including any academic institution or any related entity). 


 




    	 



     


    

 


Unfair
Competition and Prohibited Solicitation


 


	5.	The
    Employee undertakes that during the course of his employment at the Company, he shall not contract, set up, open or be in any way
    involved, directly or indirectly, either as an employee, owner, partner, agent, shareholder, director, adviser or in any other many,
    any business, occupation, employment or any other activity that is in competition with the Company’s business. 
	 	 
	 	The
    Employee undertakes that during the period of 12 months following termination of his employment at the Company for any reason whatsoever,
    he shall not contract, set up, open or be in any way involved, directly or indirectly, either as an employee, owner, partner, agent,
    shareholder, director, adviser or in any other many, any business, occupation, employment or any other activity that is in which
    might reasonably include or require use of the Confidential Information. The Employee hereby confirms that it is reasonable that
    any engagement, set-up, opening or involvement, directly or indirectly, whether as an employee, owner, partner, agent, shareholder,
    director, adviser or in any other capacity, of any business, profession, employment or any other activity that is in competition
    with the Company’s business, as such was during the term of the Employee’s employment, or with the Company’s business
    as planned during the term of his employment, might require the use of all or part of the Confidential Information. 
	 	 
	 	The
    Employee agrees that in light of his position at the Company and his exposure to the Confidential Information, the provisions of
    this section 5 are reasonable and necessary for the purpose of lawfully protecting the Confidential Information, which constitutes
    a principal asset of the Company and he undertakes to perform such as a condition of his employment by the Company. The Employee
    declares that he has carefully read the provisions of this undertaking, that he understands the outcome of this undertaking and agrees
    to the provisions hereof, and that he has assessed the advantages and disadvantages involved in entry into this undertaking for himself.
	 	 
	 	The
    Employee hereby declares that he is aware that part of his Salary contains additional consideration that is being provided for the
    Employee’s undertaking under this non-competition stipulation. Without derogating from the aforesaid, the Employee declares
    that he has the financial capability to enter into this non-competition undertaking. 


 


	6.	The
    Employee undertakes that during the course of his employment at the Company and for a period of 12 months thereafter, he shall not
    solicit, persuade or try to persuade any employee of the Company to cease his employment at the Company or to reduce the scope of
    his employment at the Company, and that he shall not employ such an employee. Furthermore, the Employee shall not solicit, persuade,
    try to solicit or try to persuade, directly or indirectly, any consultant, service provider, agent, distributor, customer or supplier
    of the Company to terminate, reduce or alter their relationship with Company. All of the above shall apply both directly and indirectly.
    





 



    	 



     


    

 



Title
to Inventions


 


	7.	The
    Employee shall give notice and shall transfer to the Company or to whomever is appointed for such on its behalf with all inventions,
    improvements, enhancements, formulas, processes, techniques, professional knowledge and technological information, whether able to
    be registered as a patent, as copyright or any similar law or not, which come into being, are invented, made, developed or raised
    as an idea or implemented, or which may be deduced by the Employee alone or jointly with others, during the course of the Employee’s
    employment at the Company (including after business hours, on weekends , or during vacations) (all of the aforesaid shall hereinafter
    be defined as: “Inventions” or the “Invention”), immediately upon discovery, receipt, generation
    or invention thereof, as the case may be.





 


	8.	The
    Employee agrees that any Inventions, as of the date of their invention or creation shall be the Inventions of the Company, shall
    be the exclusive property of the Company 0and its transferees, and the Company and its transferees shall be the exclusive owners
    of all of the property, rights and interests in the patents, copyright, commercial secrets and all of the other rights of any kind
    whatsoever, including moral rights with respect to the Inventions. The Employee hereby irrevocably and unconditionally assigns all
    of the rights set out below with respect to all of the Inventions to the Company: (1) all property, rights and interests in patents,
    patent applications and patent rights, extensions or expansions thereof; (2) rights related to a work, including copyright or applications
    for copyright, moral rights (as defined below) and proprietary rights in design; (3) rights related to the protection of commercial
    secrets and confidential information; (4) designs and the rights related thereto; (5) other proprietary rights related to intangible
    assets including trademarks, service marks and the implementation thereof, commercial names and packaging, and all of the goodwill
    related to them; (6) any property, rights and interests in any Invention; and (7) rights to sue for breach of any of the rights set
    out above and the right to revenues, royalties and other payments for the rights set out above. The Employee hereby waives all of
    the moral rights (as defined below) that it might have with respect to the Inventions, even after termination of his employment at
    the Company, and agrees never to sue with respect to such rights. “Moral rights” shall mean any right of an author
    to claim that his name be mentioned on his work, any right to object to any change in the work and any similar right that exists
    under any law in any country in the world, or under any treaty.
	 	 
	9.	The
    Employee has attached hereto as Appendix B1, a list of all of the Inventions, enhancements, improvements, formulas, processes, techniques,
    professional knowledge and technological information, whether able to be registered as a patent, as copyright or under any similar
    law, or not, and whether in fact implemented or not, original works and commercial secrets created or conceived or belonging to the
    Employee (whether generated by the Employee alone or jointly with others), which: (1) were developed by the Employee prior to his
    contract with the Company (hereinafter jointly: the “Previous Inventions”); (2) are related to the existing or
    planned business, products or research and development of the Company; and (3) are not assigned in favor of the Company pursuant
    to this Agreement; or, if the aforesaid Appendix B1 is missing or not attached at all, the Employee hereby declares
    that no such Previous Inventions exist.


 


	10.	The
    Employee undertakes that during the term of his employment at the Company and thereafter, he shall take all of the actions reasonably
    necessary or required by the Company and he shall assist the Company, at its expense, in any way that it may request, in order to
    register, preserve, protect and enforce the Inventions in all countries around the world. These actions shall include, inter alia,
    the execution of documents and assistance in legal proceedings. The Employee hereby irrevocably authorizes and appoints the Company
    or a person appointed on its behalf as attorney for the Employee to act in his stead and in his place, to sign any document, to submit
    it and to do any other action on behalf of the Employee which may be permitted under any law in order to enable the registration,
    preservation, protection and enforcement of the Inventions in all countries around the world.
	 	 
	11.	The
    Employee shall not be entitled with respect to the above to any monetary or other consideration apart from that set out expressly
    in his Employment Agreement or beyond the provisions of any other special agreement or arrangement in this regard made in writing
    and signed by the Company. Without derogating from the generality of the aforesaid, the Employee irrevocably confirms that the consideration
    paid to the Employee under the express conditions of this Employment Agreement shall be in lieu of any right that the Employee might
    have been entitled to receive by law for payment for the Inventions and the Employee hereby waives any right to receive royalties
    or any other payment for the Inventions, including under section 134 of the Patents Law, 5727-1967. With respect to the above, no
    arrangement, contract or agreement made orally or in writing shall have any effect unless such is in writing and lawfully signed
    by the Company.


 




    	 



     


    

 


General


 


	12.	The
    Employee declares that in the performance of his undertakings under this Deed of Undertaking, and his function as an employee of
    the Company, he is not in breach of any undertaking regarding the assignment of inventions, non-competition, confidentiality or any
    similar undertaking towards, or right of, any previous employer (including any academic institution or any related entity). The Employee
    recognizes the fact that the Company has relied on this declaration in its decision to employ him at the Company. 
	 	 
	13.	The
    Employee agrees that the provisions of this undertaking which constitute an integral part of the conditions of his employment, are
    reasonable and necessary for the purpose of protecting the legitimate interests of the Company with respect to the subject of this
    undertaking.
	 	 
	14.	The
    Employee recognizes that in the event of breach of any of the provisions of this Deed of Undertaking, the Company might suffer damages
    that cannot be remedied and therefore, in the event of a breach of this Deed of Undertaking, the Company shall be entitled to an
    injunction in order to enforce this Deed of Undertaking (without derogating from the other remedies to which the Company might be
    entitled in such a case, under any law). 
	 	 
	15.	Should
    it be ruled by any competent judicial instance that any of the provisions of this Deed of Undertaking are not valid or enforceable,
    in any way whatsoever, such provision shall be enforced to the extent possible in accordance with the intention of the Company and
    the Employee. If such provision cannot be enforced in accordance with such intention, the provision shall be deemed to have been
    amended so that those parts of it which are held, as aforesaid, to be invalid or unenforceable, may be deleted therefrom, only in
    such country or region in which the decision that the provision is invalid or unenforceable as aforesaid has been handed down, in
    accordance with the local law. In addition, if it is held that a particular provision contained in this undertaking is too broad
    in terms of the time periods, geographical scope, actions or subject matter set out herein, it shall be interpreted such that the
    provision shall be limited and restricted with respect to such characteristic, so that the provision shall be enforceable to the
    greatest extent possible that is suitable to the applicable law as may be in force at such time.


 


	16.	The
    provisions of this undertaking shall remain in full force even after termination of the employment between the Company and the Employee,
    for any reason whatsoever. This undertaking shall not in any way derogate from the undertakings and liabilities of the Employee under
    any law.
	 	 
	17.	The
    Employee hereby agrees that following termination of the employment between the Company and the Employee, the Company shall be entitled
    to give notice to the Employee’s new employer of the Employee’s rights and obligations pursuant to this Deed of Undertaking.
	 	 
	18.	This
    Deed of Undertaking constitutes the full agreement between the Company and the Employee with respect to the subject of this Deed
    of Undertaking. Any addition, amendment or waiver of any undertaking pursuant to this Deed of Undertaking shall only be valid if
    in writing and signed by the Company as well. The Company’s waiver of the Employee’s undertaking shall constitute a one-time
    waiver and shall not constitute a precedent or serve for the drawing of inferences to similar, different or other cases. 
	 	 
	19.	This
    Deed of Undertaking and the rights and obligations hereunder shall be valid towards the substitutes, transferees and legal representatives
    of the Employee and the Company. The Company shall be entitled to assign all or part of its rights under this Deed of Undertaking.
    The Employee shall not convert, assign or otherwise transfer the duties imposed upon him under this Deed of Undertaking other than
    with the prior written consent of the Company.


 


	The
    Employee: 	/s/
    Roee Peled	 	The
    Company:	/s/
    Yovav Sameah
	 	 	 	 	 
	 	 	 	 	/s/
    Tanya Yosef


 




    	 



     


    

 


Appendix
C


 


General
Authorization (Consolidated Version) regarding Employer Payments into Pension Funds and Insurance Funds in lieu of Severance Pay


 


Pursuant
to the Severance Pay Law, 5723-1963


 


By
virtue of my authority pursuant to section 14 of the Severance Pay Law, 5723-1963, (hereinafter: the “Law”), I authorize
that payments made by the Employer as of the date of publication of this Certificate, for the Employee, into a comprehensive pension
in an annuity fund which is not an insurance fund as defined in the Income Tax (Rules for Approval of and Management of Pension Funds)
Regulations, 5724-1964 (hereinafter: a “Pension Fund”), or into an executive insurance policy which includes the ability
to pay an annuity or a combination of payments into an annuity plan and a plan which is not an annuity plan, into such insurance fund
(hereinafter: an “Insurance Fund”), including payments made by combining payments into a Pension Fund and an Insurance Fund,
whether the Insurance Fund contains an annuity plan or not (hereinafter: “Employer Payments”) shall stand in lieu of the
severance pay owing on the Salary out of which the aforesaid payments are made, and for the period paid (hereinafter: the “Severance
Salary”), provided that all of the above exist:


 


	1.	Employer’s
    payments –


 


	 	(a)	Into
    a Pension Fund shall be no less than 141/3% of the Severance Salary or 12% of the Severance Salary if the Employer
    also makes payments for the Employee, in addition to the above, for supplementation of severance pay into a severance pay pension
    fund or an Insurance Fund in the Employee’s name in the rate of 21/3% of the Severance Salary. Where
    the Employer has not paid the aforesaid 21/3% in addition to the 12%, the Employer’s payments shall stand
    in lieu of 72% of the Employee’s severance pay only;
	 	 	 
	 	(b)	Into
    an Insurance Fund are no less than one of the following:


 


	 	(1)	131/3%
    of the Severance Salary, if the Employer pays for the Employee, in addition to the above, for monthly salary assurance in the event
    of loss of capacity to work, under a plan approved by the Commissioner for Capital Markets, Insurance and Savings at the Ministry
    of Finance, in the rate required to assure 75% of the Severance Salary at least, or in the rate 21/2% of the
    Severance Salary, whichever is the lesser (hereinafter: “Payment for Insurance of Loss of Capacity to Work”);
	 	 	 
	 	(2)	11%
    of the Severance Salary, if the Employer also makes payment for insurance for loss of capacity to work, in which case the Employer’s
    payments shall be in lieu of 72% of the Employee’s severance pay, only; should the Employer make payments to supplement severance
    pay in addition to the above into a Pension Fund or Insurance Fund for severance pay in the Employee’s name, in the rate of
    21/3% of the Severance Salary, the Employer’s payments shall be in lieu of 100% of the Employee’s
    severance pay.


 


	2.	No
    more than 3 months after the commencement of the Employer’s payments, a written agreement is entered into between the Employer
    and the Employee containing:


 


	 	A.	The
    Employee’s consent to an arrangement under this Authorization in a form setting out the Employer’s payments to the Pension
    Fund or Insurance Fund, as the case may be; such agreement shall also contain the wording of this Authorization;


 




    	 



     


    

 


	 	B.	A
    waiver by the Employer in advance of any right that it may have to restitution of the monies from its payments, unless the Employee’s
    right to severance pay is repudiated in a judgment under sections 16 and 17 of the Law, and to the extent so repudiated, or that
    the Employee has withdrawn monies from the Pension Fund or the Insurance Fund not due to an entitling event; in this regard, “entitling
    event” – death, disability or retirement at the age of 60 or more.
	 	 	 
	 	C.	This
    Authorization shall not derogate from an employee’s right to severance pay under the Law, under a collective agreement, extension
    order or employment contract, in respect of salary above the exempt salary.


 


(Eliyahu
Yishai)


 


	The
    Employee:	/s/
    Roee Peled	 	The
    Company:	/s/
    Yovav Sameah
	 	 	 	 	 
	 	 	 	 	/s/
    Tanya Yosef