EX-10.5



 Exhibit 10.5 

EMPLOYMENT AGREEMENT 

EMPLOYMENT AGREEMENT (the “Agreement”), effective as of November 28, 2016 (the “Effective Date”), by and between
Microbot Medical, Inc. (formerly known as StemCells, Inc.), a corporation organized and existing under the laws of the State of Delaware (the “Company”), and Harel Gadot (the “Executive”). 

WITNESSETH: 
 WHEREAS,
pursuant to the Consulting Agreement, dated March 7, 2011 (the “Consulting Agreement”), between Microbot Medical Ltd., an Israeli corporation (“Microbot Israel”), and MEDX Ventures Group LLC (“MEDX”), the
Executive, through MEDX, provides services to Microbot Israel; and 
 WHEREAS, on the Effective Date, Microbot Israel consummated a
transaction whereby, among other things, a wholly-owned subsidiary of the Company merged with and into Microbot Israel, with Microbot Israel as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger Transaction”);
and 
 WHEREAS, (a) Microbot Israel, MEDX and the Executive wish to terminate the Consulting Agreement and (b) the Company and the
Executive wish to enter into a direct employment relationship in replacement thereof; and 
 WHEREAS, the Company is desirous of securing
the Executive’s continued services and Executive is willing to provide such services, upon the terms and subject to the conditions hereinafter set forth. 

NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 

1. EMPLOYMENT OF EXECUTIVE. The Company hereby employs the Executive, and the Executive hereby accepts said employment, all pursuant to
the terms and conditions of this Agreement. 
 2. DUTIES. The Executive shall render, as an employee, professional services as the
Chairman of the Board of Directors (the “Board”) and Chief Executive Officer of the Company, shall perform such additional duties consistent with being a Chairman of the Board of Directors and chief executive officer of a public
corporation and as may be assigned to the Executive by the Board from time to time, and shall comply with such reasonable policies, standards and regulations of the Company as are from time to time established by the Board (collectively,
“Duties”). The Executive agrees to devote such time and effort to the performance of his Duties as the Executive deems necessary and reasonable, except for customary vacations and reasonable absences due to illness or other incapacity as
set forth herein, and to perform all of his Duties to the best of his professional ability. Nothing contained herein shall be construed so as to prohibit or prevent the Executive from engaging in charitable causes, sitting on the boards of directors
or as chairman of other entities, or managing his and his family’s personal 







 
finances. Provided that the Company has a replacement for the chief executive officer position, during the period ending on the two (2) year anniversary of this Agreement, Executive shall
have the option to resign as chief executive officer of the Company (but not as Chairman) and instead be appointed President of the Company with such duties and powers as are commonly incident to the office of the president (but not as chief
executive officer of the Company) of a public company and such additional duties and powers as the Board may from time to time designate (in either case, the “Position”). For so long as the Executive is in the Position, the Company shall
nominate the Executive to the Board and for so long as the Executive is a Board member, shall be Chairman of the Board. 
 3. TERM.
The Executive shall be employed until terminated pursuant to the termination provisions set out in Section 12 of this Agreement (the “Term”). 

4. PLACE OF EMPLOYMENT. The Company shall provide the Executive with an executive office no greater then twenty-five (25) miles
from Executive’s primary residence (the “Residence”), which is currently located at Hingham, Massachusetts. Notwithstanding the foregoing, the Executive understands and agrees that the Position requires travel from time to time on
behalf of the Company, including to the Company’s offices in Israel, to fulfill the Duties. 
 5. COMPENSATION. For all services
rendered to the Company, the Company shall provide Executive as total compensation a sum computed as set forth in this Section 5. 

(a) Base Salary. The Company shall pay the Executive a base salary at the rate of Three Hundred Sixty Thousand Dollars ($360,000.00)
per year (the “Base Salary”) in accordance with the customary payroll practices of the Company applicable to senior executives. During the Term, the compensation committee of the Board, or, if there be no such compensation committee, the
entire Board other than the Executive (in either case, the “Compensation Committee”), shall review the Executive’s Base Salary on an annual basis and may provide for such increases thereto as it may determine, taking into account such
performance metrics and criteria of the Executive and of the Company in the Compensation Committee’s sole discretion. 
 (b)
Automobile Allowance. During the Term, Executive shall receive an automobile allowance in the amount of Seven Hundred Dollars ($700) plus an additional Four Hundred Fifty Dollars ($450) for automobile-related expenses and a tax gross-up per
month. 
 (c) Discretionary Annual Bonuses. For each calendar year during the Term, Executive shall be eligible to receive a bonus
(the “Target Bonus”) up to a maximum amount of forty percent (40%) of his Base Salary for performance at the maximum level; provided, however, that Executive must be employed in the Position as of December 31st of the year to
which the Target Bonus relates in order to be paid the Target Bonus. The calculation of the Target Bonus shall be based upon corporate performance factors established and assessed by the Compensation Committee that will take into account the
performance of Executive based on the achievement of Executive’s objectives agreed to with the Compensation Committee for a particular year. The Target Bonus shall be paid in a lump sum cash payment as soon as reasonably practicable following
December 31st of the year to which the Target Bonus relates. Upon the closing of the Merger Transaction, the Executive shall be paid a one-time bonus of Fifty Thousand Dollars ($50,000). 

  
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 (d) CEO Option Grant. As soon as reasonably practicable following the Effective Date, the
Company shall grant to the Executive options to purchase shares of the common stock of the Company, representing five percent (5%) of the issued and outstanding shares of the Company as of the closing and the Merger Transaction (the “CEO
Option Grant”), subject to tax, Section 409A and Section 162(m) considerations and limitations set forth in the incentive plan governing the CEO Option Grant, it being understood that in the event any such limitations would cause the
number of options provided for in this Section 5(d) to be reduced, the Company and the Executive shall determine in good faith a reasonable alternative or substitute so that the Executive receives as closely as possible the CEO Option Grant as
provided herein. The Company shall deliver an award agreement to Executive that sets forth the terms and conditions of the CEO Option Grant (the “CEO Award Agreement”), based on the recommendations and approval of the Compensation
Committee of the Board, including vesting and term. 
 6. VACATION/SICK TIME. The Executive shall be entitled to vacation time in
accordance with the Company’s policies in effect from time to time, with full pay, of five (5) weeks twenty-five (25) working days), during each year of Executive’s employment. The scheduling of any vacation shall be coordinated
with the Company so that the staffing needs of the Company are met to the extent reasonable possible. The Executive may accumulate up to one (1) year of unused vacation time; any unused vacation time above such limit, as shall be calculated at
the end of each calendar year, shall be forfeited, subject to applicable law. The Executive shall be granted sick time in accordance with the Company’s policy in effect from time to time. 

7. REIMBURSEMENT OF BUSINESS EXPENSES. The Company shall reimburse Executive for expenses reasonably incurred during the course of
Executive’s employment. Such reimbursement shall be made in accordance with Company policies in effect from time to time upon presentation of receipts and such other additional substantiation and justification satisfactory to the Company for
expenses actually incurred in connection with the foregoing. 
 8. ADDITIONAL BENEFITS. The Executive shall be eligible to
participate in the Company’s benefits plans available to its employees from time to time in accordance with the terms and conditions of such plans. The Company reserves the right to alter, amend, replace or discontinue the benefit plans it
makes available to its employees (including the Executive), at any time, with or without notice. 
 9. COMPANY PROPERTY DEFINED. The
Executive acknowledges and understands that Company files, customer files, legal files, legal research files, form files, forms, examples, samples, and all briefs and memoranda, intellectual property and other work product or property, and all
copies thereof (the “Company Property”) are the sole and exclusive property of the Company; and the Company Property shall remain in the possession of the Company and shall constitute the property of the Company irrespective of who
prepared the Company 

  
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Property. The Executive shall not remove, photocopy, photograph or in any other manner duplicate or remove said Company Property other than in the performance of his Duties for or on behalf of
the Company. The provisions of this Section 9 shall survive the termination of this Agreement and the Executive’s employment with the Company. 

10. DISPOSITION OF PROPERTY UPON TERMINATION OF EMPLOYMENT. In the event the employment of the Executive with the Company is
terminated, the Executive shall promptly return to the Company all Company Property in his possession or control, and the Executive shall have no right, title or interest in the same. The provisions of this Section 10 shall survive the
termination of this Agreement and the Executive’s employment with the Company. 
 11. OWNERSHIP OF PATENTS AND INTELLECTUAL
PROPERTY. Any work prepared for the Company during the course of the Executive’s employment by the Company that is eligible for copyright, patent and/or trademark protection under the laws of the United States or any other country and any
proprietary know-how developed by Executive while rendering services for the Company will vest in the Company. Executive hereby grants, transfers and assigns all right, title and interest in such work and all copyrights, patents and trademarks in
such work and all renewals and extensions thereof to the Company, all of which shall be deemed a work for hire for the Company under the U.S. Copyright Act to the fullest extent permitted under the law, and Executive shall provide all assistance
reasonably requested by the Company in the establishment, preservation and enforcement of the Company’s copyright, patents and trademarks in such work, such assistance to be provided at the Company’s expense but without any additional
compensation to Executive. If the Company cannot, after reasonable effort, secure Executive’s signature on any documents needed to apply for or prosecute any patent, copyright, trademark or other right or protection relating to an invention,
whether because of Executive’s physical or mental incapacity or for any other reason whatsoever, Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Executive’s agent and
attorney-in-fact, to act for and on Executive’s behalf and in Executive’s name and stead for the purpose of executing and filing any such application or applications and taking all other lawfully permitted actions to further the
prosecution and issuance of patents, copyrights, trademarks or similar protections thereon, with the same legal force and effect as if executed by Executive. The provisions of this Section 11 shall survive the termination of this Agreement and
the Executive’s employment with the Company. 
 12. TERMINATION OF EMPLOYMENT. The employment of the Executive may be terminated
as follows: 
 (a) Termination on Notice. Subject to the remaining clauses of this Section 12, either party shall have the right
to terminate Executive’s employment under this Agreement at any time for any reason or no reason upon two (2) months prior written notice. In the event that the Company or Executive gives notice to terminate pursuant to the foregoing
sentence, the Company may elect to have Executive cease working immediately so long as the Company continues to pay Executive’s Base Salary in accordance with the provisions of Section (5)(a) for the entire two (2) month notice period
(such payment, the “Continuation Pay”). In the event the Company elects to have Executive immediately cease working during the two (2) month notice period as provided in the foregoing sentence and Executive finds alternative
employment that is 

  
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not in violation of any provision herein, including, without limitation, Section 13 hereof, Executive may accept and engage in the alternative employment without forfeiting the Continuation
Pay. 
 (b) Termination by the Company for Cause. The Company may terminate this Agreement and the Executive’s employment
hereunder for Cause (as defined below), effective upon delivery of written notice (the “Termination Notice”) to the Executive given at any time during the Term. For purposes of this Agreement, “Cause” shall mean the
Executive’s: (i) conviction of any felony or any other crime involving dishonesty or moral turpitude; (ii) commission of any act of fraud or dishonesty, or theft of or maliciously intentional damage to the property of the Company or
any of its subsidiaries or affiliates; (iii) willful or intentional breach of his fiduciary duties to the Company; or (iv) breach of any material provision of this Agreement. Notwithstanding the foregoing, prior to any termination by the
Company of the Executive’s employment for Cause, the Executive shall first have an opportunity to cure or remedy such act of default within ten (10) days following the Termination Notice, or if the remedy cannot reasonably be cured or
remedied within such ten (10) day period but can reasonably be cured or remedied within forty five (45) days following the Termination Notice, the Executive may cure or remedy such act of default with forty five (45) days provided
that the Executive diligently pursues such cure or remedy promptly following the Termination Notice, and in either such case such Termination Notice shall then become null and void. 

(c) Termination by the Executive for Good Reason. The Executive may terminate this Agreement and Executive’s employment hereunder
with Good Reason (as defined below) effective upon delivery of a Termination Notice to the Company given at any time during the Term. For purposes of this Agreement, “Good Reason” shall mean: (i) the material reduction of the
Executive’s title (other than as specifically provided in Section 2), authority, duties and responsibilities or the assignment to the Executive of duties materially inconsistent with the Executive’s Position at that time;
(ii) any reduction in Base Salary of the Executive; or (iii) breach of any material provision of this Agreement by the Company. Notwithstanding the foregoing, prior to any termination by the Executive of the Executive’s employment for
Good Reason, the Company shall first have an opportunity to cure or remedy such act of default within ten (10) days following the Termination Notice, or if the remedy cannot reasonably be cured or remedied within such ten (10) day period
but can reasonably be cured or remedied within forty five (45) days following the Termination Notice, the Company may cure or remedy such act of default with forty five (45) days provided that the Company diligently pursues such cure or
remedy promptly following the Termination Notice, and in either such case such Termination Notice shall then become null and void. 
 (d)
Termination by Death. If the Executive dies while employed under this Agreement, this Agreement shall terminate immediately and the Company shall pay to the Executive’s estate any earned Base Salary, Target Bonus, reimbursement of
business expenses and accrued vacation, if any, that is unpaid up to the date of his death. 
 (e) Termination by Disability. The
Company may terminate this Agreement as a result of any mental or physical disability or illness which results in (a) the Executive being unable to substantially perform his duties for a continuous period of 150 days or for periods aggregating
180 days within any period of 365 days or (b) the Executive being subject to a 

  
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permanent or indefinite inability to perform essential functions based on the reasonable opinion of a qualified medical provider chosen in good faith by the Company. Termination will be effective
on the date designated by the Company, and the Executive will be paid his annual Base Salary, Target Bonus, reimbursement of business expenses, accrued vacation, if any, and benefits as set out in Section 8 through the date of termination. 

(f) Payment upon Termination for Cause or without Good Reason. Upon Executive’s termination of employment for Cause, or if
Executive shall terminate without Good Reason, Executive shall forfeit the right to receive any and all further payments hereunder, other than the right to receive any compensation then due and payable to the Executive pursuant to Section 5
hereof through to the date of termination. 
 (g) Payment Upon Termination without Cause or for Good Reason. In the event of the
termination of the Executive’s employment by the Company without Cause or upon the Executive’s voluntary termination of his employment for Good Reason, (i) all amounts of Base Salary accrued but unpaid as of the termination date shall
be paid by the Company within thirty (30) days following the date of termination, (ii) an amount equal to the Executive’s Base Salary on the date of termination for a period of twelve (12) months shall be paid by the Company in
twelve (12) equal monthly installments, (iii) 100% of any such unvested portion of the CEO Option Grant shall immediately vest and become exercisable and shall remain exercisable for the periods specified in each such option; (iv) a
pro rata bonus equal to the maximum Target Bonus for that calendar year; (v) the dollar value of unused and accrued vacation days; and (vi) applicable premiums (inclusive of premiums for Executive’s dependents) shall be paid by the
Company pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended, for twelve (12) months from the date of termination for any benefits plan sponsored by the Company. 

(h) Deferred Compensation. This Agreement is intended to comply with or be exempt from Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”) and will be interpreted, administered and operated in a manner consistent with that intent. Notwithstanding anything herein to the contrary, if at the time of the Executive’s separation from service
with the Company he is a “specified employee” as defined in Section 409A of the Code (and the regulations thereunder) and any payments or benefits otherwise payable hereunder as a result of such separation from service are subject to
Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to the Executive) until the date
that is six months following the Executive’s separation from service with the Company (or the earliest date as is permitted under Section 409A of the Code), and the Company will pay any such delayed amounts in a lump sum at such time. If
any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other benefits shall be deferred if deferral will make
such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner, determined by the Company, that does not cause such an accelerated
or additional tax. To the extent any reimbursements or in-kind benefits due to the Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be
paid to the Executive in a manner consistent with 

  
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Treas. Reg. Section 1.409A-3(i)(1)(iv). Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code.
References to “termination of employment” and similar terms used in this Agreement are intended to refer to “separation from service” within the meaning of Section 409A of the Code to the extent necessary to comply with
Section 409A of the Code. Whenever a payment under this Agreement may be paid within a specified period, the actual date of payment within the specified period shall be within the sole discretion of the Company. In no event may the Executive,
directly or indirectly, designate the calendar year of any payment to be made under this Agreement. Any provision in this Agreement providing for any right of offset or set-off by the Company shall not permit any offset or set-off against payments
of “non-qualified deferred compensation” for purposes of Section 409A of the Code or other amounts or payments to the extent that such offset or set-off would result in any violation of Section 409A or adverse tax consequences to
the Executive under Section 409A. 
 (i) Parachute Payments. In the event that the severance and other benefits provided to the
Executive pursuant to this Agreement (A) constitute “parachute payments” within the meaning of Section 280G of the Code and (B) but for this Section 12, such severance and benefits would be subject to the excise tax
imposed by Section 4999 of the Code, then the Executive’s severance benefits under this Section shall be payable either: (y) in full, or (z) as to such lesser amount which would result in no portion of such severance and other
benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the
receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits under this Agreement. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 12(i) shall be
made in writing by independent public accountants reasonably agreed to by the Company and the Executive (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For
purposes of making the calculations required by this Section 12(i), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application
of Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall
bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 12(i). 
 13.
RESTRICTIVE COVENANTS. 
 (a) Noncompetition. During the Term and for the twelve (12) month period immediately following
the termination of employment, regardless of the reason for such termination and regardless whether this Agreement has terminated or expired (the “Restricted Period”), he shall not, directly or indirectly: (i) engage in, manage,
operate, control, supervise, or participate in the management, operation, control or supervision of any company or entity that competes with any business of the Company or any of its subsidiaries (a “Competitor”, as further defined below)
or serve as an employee, consultant or in any other capacity for a Competitor; (ii) have any ownership or financial interest, directly, or indirectly, in any Competitor including, without limitation, as an individual, partner, shareholder
(other than as a shareholder of a 

  
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publicly-owned corporation in which the Executive owns less than five percent (5%) of the outstanding shares of such corporation), officer, director, employee, principal, agent or
consultant; or (iii) serve as a representative of any Competitor. For the purposes of this Agreement, “Competitor” shall further mean any company or entity, whether located in the United States, the State of Israel or elsewhere, that
engages in the research, design, or development of: (i) shunts for the treatment of hydrocephalus and Normal Pressure Hydrocephalus; or (ii) self-propelling, semi-disposable endoscopes for use in colonoscopy procedures. 

(b) Non-Solicitation; No-Hire. Executive acknowledges and agrees that during the Restricted Period he shall not, directly or
indirectly, other than in connection with carrying out his duties hereunder, (i) solicit or induce any employee or consultant of the Company (or any individual who was an employee or consultant of the Company at any time during the 12-month
period preceding any such solicitation or inducement) to (A) terminate his or her employment or relationship with the Company, and/or (B) work for the Executive or any Competitor, or (ii) hire, or be involved in the process of any
business, entity or division in hiring, any employee or consultant of the Company (or any individual who was an employee or consultant of the Company at any time during the 12-month period preceding any such hiring). 

(c) Non-Solicitation of Clients. Executive acknowledges and agrees that during the Restricted Period he shall not, directly or
indirectly, solicit, take away or divert, or attempt to solicit, take away or divert, the business or patronage of any client or customer of the Company with the intention or for the purpose of providing services that compete with the services
provided by the Company at the time of Executive’s termination. 
 (d) Disparaging Comments. Executive agrees not to make
critical, negative or disparaging remarks about the Company or its management, business or employment practices; provided that nothing in this Section 13(d) shall be deemed to prevent the Executive from responding fully and accurately to any
question, inquiry or request for information when required by applicable law or legal process, or to enforce this Agreement. The Company and its officers and directors shall not make critical, negative or disparaging remarks about the Executive;
provided that nothing in this Section 13(d) shall be deemed to prevent the Company or its officers or directors from (i) responding fully and accurately to any question, inquiry or request for information when required by applicable law or
legal process, (ii) complying with the disclosure requirements under the federal securities laws or any applicable stock exchange or quotation system, or (iii) to enforce this Agreement. 

(e) Confidentiality. The Executive acknowledges and agrees that the Company’s business is highly competitive and that the
Executive will be involved in and become aware of the Company’s trade secrets, materials, know-how (whether or not in writing), technology, product information and intellectual property belonging to the Company (“Trade Secrets”) and
all confidential matters (whether available in written, electronic form or orally) relating to the Company and its business (including without limitation its strategies, models, business and marketing plans, pricing, sales and revenue information,
financial performance, etc.), and personal and other confidential information relating to its owners, directors, officers, investors, shareholders, executives and employees (the “Confidential Information”), all of which


  
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have been developed at great investment of time and resources by the Company so as to engender substantial good will, and all of which are and will remain the exclusive property of the Company.
Therefore, the Executive agrees that during the period of his employment with the Company and at all times thereafter, Executive shall not disclose, shall keep secret, shall retain in strictest confidence and shall not use for his benefit or the
benefit of others, except in connection with the business and affairs of the Company, any Trade Secret or Confidential Information. 
 (f)
Acknowledgement. Executive agrees and acknowledges that each restrictive covenant in this Section 13 is reasonable as to duration, terms and geographical area and that the same protects the legitimate interests of the Company, imposes no
undue hardship on Executive, and is not injurious to the public. 
 (g) Survival. All of the restrictive covenants contained in this
Section 13 shall be binding on the assigns, executors, administrators and other legal representatives of the Executive, and shall survive the termination of this Agreement and Executive’s employment. 

14. INJUNCTIVE RELIEF. The Executive acknowledges that the precise value of the covenants in Section 13 are difficult to evaluate
and that no accurate measure of liquidated damages could possibly be established and therefore, in the event of a breach or threatened breach of such provisions, the Company shall be entitled to temporary and permanent injunctive relief (without the
position of a bond or other security) restraining Executive from such breach or threatened breach. Notwithstanding anything to the contrary herein, if any applicable law or governmental entity shall reduce the time period or scope during which the
Executive shall be prohibited from engaging in any competitive or soliciting activity described in Section 13, the period of time or scope, as the case may be, for which the Executive shall be prohibited shall be reduced to the maximum time or
scope permitted by law. 
 15. NOTICES. Any notice required or permitted to be given pursuant to the provisions of this Agreement
shall be sufficient if in writing, and if personally delivered to the party to be notified or if sent by registered or certified mail to said party at the following addresses: 

 

			
	If to the Company:	  	Microbot Medical Inc.
		  	5 Hamada Street
		  	Yokneam 20692, Israel
		  	Attn: Board of Directors
		
	With a copy to:	  	Ruskin Moscou Faltischek, P.C.
		  	1425 RXR Plaza
		  	East Tower, 15th Floor
		  	Uniondale, New York 11556
		  	Attn: Stephen E. Fox, Esq.
		
	If to the Executive:	  	Harel Gadot
		  	5 Village Lane
		  	Hingham, Massachusetts 02043


  
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 16. SEVERABILITY. In the event any portion of this Agreement is held to be invalid or
unenforceable, the invalid or unenforceable portion or provision shall not affect any other provision hereof and this Agreement shall be construed and enforced as if the invalid provision had not been included. 

17. BINDING EFFECT. This Agreement shall inure to the benefit of and shall be binding upon the Company and upon any person, firm or
entity with which the Company may be merged or consolidated or which may acquire all or substantially all of the Company’s assets through sale, lease, liquidation or otherwise. The rights and benefits of Executive are personal to him and no
such rights or benefits shall be subject to assignment or transfer by Executive. 
 18. GOVERNING LAW, VENUE, INTERPRETATION OF
LANGUAGE. The parties agree that this Agreement shall be governed by the laws of the State of Massachusetts, without regard to conflict of laws principles, and that venue for any action between the parties that arises out of this Agreement shall
be in Suffolk County, State of Massachusetts. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring
or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. 
 19. AMENDMENT AND MODIFICATION.
All terms, conditions and provisions of this Agreement shall remain in full force and effect unless modified, changed, altered or amended, in writing, executed by both parties. 

20. INDEPENDENT LEGAL ADVICE. The Executive acknowledges that he has been advised to seek independent legal counsel in respect of the
Agreement and the matters contemplated herein. To the extent that he declines to receive independent legal counsel in respect of the Agreement, he waives the right, should a dispute later develop, to rely on his lack of independent legal counsel to
avoid his obligations, to seek indulgences from the Company or to otherwise attack the integrity of the Agreement and the provisions thereof, in whole or in part. 

21. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as
against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the
signatures of all of the parties reflected hereon as the signatories. Delivery of an executed counterpart of this Agreement electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Agreement. 

22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties and supersedes and replaces any prior
agreement, including but not limited to the Consulting Agreement, which for all purposes shall be deemed terminated and of no further force and effect; and there are no other agreements between the parties with respect to the subject matter
contained herein except as set forth herein. 
 [Signatures follow on next page] 

  
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 IN WITNESS WHEREOF, the parties hereto have set their hands and seals effective on the day and
year first above written. 
  

			
	Microbot Medical, Inc.
	
	 /s/ David Ben Naim

	Name:	 	David Ben Naim
	Title:	 	CFO
	
	 /s/ Harel Gadot

	Harel Gadot
	
	Solely for purposes of Section 22:
	
	MEDX Ventures Group LLC
		
	By:	 	 /s/ Harel Gadot

	Name:	 	Harel Gadot
	Title:	 	
	
	Microbot Medical Ltd.
		
	By:	 	 /s/ Harel Gadot

	Name:	 	Harel Gadot
	Title:	 	Chairman and Chief Executive Officer



  
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