Exhibit 10.11


 


SERVICE AGREEMENT


 


This Service Agreement
(the “Agreement”) is entered into as of 11 June, 2015 between Advanced Inhalation Therapies (AIT) Ltd., a company
organized and currently existing under the laws of the State of Israel, of 2 Meir Weisgal Rd., Rehovot, 7632605 Israel, (the “Company”),
and Guberman Consulting Ltd., of 12 Yad Harutzim RD., Tel-Aviv (the “Service Provider”).


 


WITNESSETH


 


WHEREAS, the
Company is in desire of professional services of expertise and know-how, in its field of business; and


 


WHEREAS, Service
Provider has the expertise and know-how to provide certain professional services as set forth in this Agreement, and Service Provider
has agreed to provide the Company, through Ms. Ifat Tal- Havia, CPA, I.D. number 033570417 (“Ifat”), such services
on the terms hereof; and


 


WHEREAS, the
Company wishes to appoint Ifat as the Company’s Chief Financial Officer and an office holder (“Noseh Misrah”)
of the Company.


 


NOW THEREFORE,
in consideration of the premises and mutual agreements hereinafter contained, the parties hereto agree as follows:


 


1.         Provision
of the Services


 


1.1           Commencing
as of June 11, 2015 (the “Effective Date”), and subject to the terms and
conditions set forth herein, the Company shall retain Service Provider to provide to the Company such professional part-time Chief
Financial Officer services in accordance with Company's needs from time to time, inter alia, as described in further details
in Exhibit A hereto (the “Services”), to be provided personally by
Ifat, on behalf of the Service Provider, in accordance with the terms and conditions of this Agreement, and Service Provider and
Ifat hereby accepts such engagement to provide to the Company the Services and assume such duties and responsibilities as customarily
performed by a Chief Financial Officer of a company.


 


1.2           Ifat
shall devote, on behalf of the Service Provider, 30% of his entire business time (approx. 13 hours per week) for the provision
of the Services and his attention and abilities to the job duties during all such business hours, and undertakes to act in the
best interests of the Company at all times. 


 


1.3           Ifat
may be required to travel and to stay abroad from time to time, according to the requirements of her position with the Company.
To the extent that due to the foregoing travel abroad, Ifat shall, on behalf of Service Provider, provide Services in such amount
exceeding 13 hours during a calendar week (“Additional Services
Abroad”), Service Provider will be paid for each day of Additional Services Abroad
performed by Ifat directly and solely in connection with performance of the Services, a total amount per day of NIS 2,000, plus
applicable VAT, as additional Services Fee (i.e. in addition to the NIS 15,000+ VAT as specified in Section 2.1 below).


 


1.4           The
parties hereto agree and acknowledge that the Company is entitled to engage Ifat directly for the provision of the Services and
terminate this Agreement in accordance with its terms. In such event, the Company shall pay Service Provider a onetime compensation
of NIS 22,500.


 




    1 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


2.          Consideration


 


2.1           In
consideration for the Services, the Company shall pay to Service Provider, on a monthly basis, a monthly fee of NIS 15,000, plus
applicable VAT (including travel expenses to the company's premises), for the provision of the Services (the “Services
Fee”), subject to the receipt of an invoice from the Service Provider, to be paid within
5 days from the end of the applicable calendar month. It is hereby agreed and acknowledged by the parties, that an amount equal
to 30% of the Services Fee payable to Service Provider hereunder shall be paid in consideration for Service Provider's undertakings
set forth under Section 6 below. 


 


2.2           In
addition, the Company shall reimburse the Service Provider for out-of-pocket expenses properly incurred by the Service Provider
directly and solely in connection with performance of the Services, including without limitation, traveling and lodging expenses
while traveling, subject to the prior written approval of the Company, against applicable receipts. Such reimbursement of expenses,
for each calendar month (or any part thereof) shall be made as part of that month's invoice received from the Service Provider.



 


2.3           Service
Provider shall not be entitled to any further fees, reimbursement of costs and expenses or any other payment or consideration
whatsoever, except as specifically set forth herein.


 


2.4           Any
and all taxes and liabilities applicable from time to time in connection with the Services and/or the Services Fee and/or any
other payment or benefit which Service Provider is entitled to under this Agreement, will be borne solely by Service Provider
and the Company shall be entitled to make any mandatory deductions. In the event that pursuant to any law or regulation, tax is
required to be withheld at source from any payment or any other consideration made to Service Provider, the Company shall withhold
said tax at the rate set forth in the certification issued by the appropriate taxing authority or at the rate determined by said
law or regulation.


 


2A
..   D&O insurance and Indemnification agreement


 


2A.1
     Subject to the provisions of applicable law and the approval of applicable corporate organs
of the Company, the Company shall, during the term of this Agreement provide and include Ifat in its Directors and Officer Insurance
policy.


 


2A.2      Subject
to the provisions of applicable law and the approval of applicable corporate organs of the Company, the Company will enter into
an Indemnification Agreement with Ifat, in the form attached hereto as Exhibit B. Furthermore, the Company undertakes that
the terms and conditions of the Indemnification Agreement of Ifat shall be similar to the terms and conditions of the indemnification
agreements of other directors and officers of the Company, as may be entered by the Company from time to time.


 


3.         Duration
and Termination


 


3.1           This
Agreement shall become effective on the Effective Date and continue until terminated in accordance with this Section 3. 


 


3.2           This
Agreement may be terminated either party, at any time and at their sole discretion by giving the other party not less than sixty
(60) days' notice in writing in respect of the Services.


 


3.3           The
Company may terminate this this Agreement at any time, by providing the Service Provider a written notice in this respect, if
Ifat shall cease to be employed or engaged by or associated with Service Provider or is otherwise unavailable to continue providing
the Services on behalf of the Service Provider in accordance with the provisions hereof.


 




    2 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


3.4           Either
party may terminate this Agreement at any time, by providing the other party a written notice in this respect, if the other party
has materially violated or breached any of its undertakings hereunder.


 


3.5           Any
termination of this Agreement shall not derogate of any of Service Provider's and Ifat's continuing obligations under this Agreement
intended to survive termination hereof, and therefore, termination of the agreement shall not affect the obligations of the Service
Provider and Ifat under Sections 4, 5, 6 and 7 hereunder. In addition, upon termination hereof, Service Provider and Ifat will
fully cooperate with the Company to ensure an orderly transfer of responsibilities.


 


4.         Confidentiality


 


4.1           Service
Provider shall not (except in the proper performance of its duties hereunder) while engaged with the Company or at any time (without
limit) after the date on which Service Provider's engagement with the Company terminates:


 


(a)          divulge
or communicate to any person, including by way of publication;


 


(b)          use
for its own purposes or for any purposes other than those of the Company; or


 


(c)          through
any failure to exercise due care and diligence, cause any unauthorized disclosure of;


 


any Confidential
Information (as defined below). These restrictions shall cease to apply to any information which shall become available to the
public generally otherwise than through the default by Service Provider.


 


4.2           In
the event that Service Provider shall be legally required (by formal questioning or, in the written opinion of its legal counsel,
by applicable law) to disclose any Confidential Information, Service Provider shall, to the extent permissible, immediately notify
the Company of such request or requirement prior to disclosure so that the Company may seek an appropriate protective order with
the reasonable assistance of Service Provider, and/or waive compliance with the terms of this undertaking, at the Company's absolute
discretion. If such order or waiver is not timely obtained, only such portion of the Confidential Information as specifically
required shall be disclosed. For the avoidance of doubt, any information disclosed pursuant to such event, shall continue to be
deemed as Confidential Information.


 


4.3           “Confidential
Information” means all information which is identified or treated by the Company as confidential
or which by reason of its character or the circumstances or manner of its disclosure is evidently confidential including (without
prejudice to the foregoing generality) any business plans, proposals relating to the acquisition or disposal of a company or business
or proposed expansion or contraction of activities, maturing new business opportunities, research and development projects, designs,
secret processes, trade secrets, source codes, mask works, product or services development and formulae, know-how, inventions,
patents, patent applications, sales statistics and forecasts, marketing strategies and plans, costs, profit and loss and other
financial information (save to the extent published in audited accounts), prices and discount structures, and also information
regarding the compensation of any of the Company’s employees or service providers.


 


4.4           Service
Provider represents and warrants that Service Provider has not and will not disclose to the Company any confidential information
received by Service Provider from any third party, and subject to restriction on disclosure, or through breach of confidentiality
obligations, including without limitations any information received by Service Provider in connection with any prior employer-employee
engagement.


 




    3 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


4.5           Upon
termination of engagement with the Company for any reason, these provisions of Section 4 shall continue to apply to Service Provider,
and Service Provider shall promptly return to the Company any and all copies of Confidential Information. 


 


4.6           In
this Section 4, the obligations and undertakings of the Service Provider shall apply, mutatis mutandis, to the Service
Provider's employees, consultants and/or agents, including without limitations, Ifat.


 


5.          Inventions
and Other Works


 


5.1           For
the purposes of this Section, “Intellectual Property Rights” means any and
all intellectual or industrial property rights (whether registered or unregistered) including, without prejudice to the generality
of the foregoing, all existing and future copyrights, design rights, database rights, trade marks, internet rights/domain names,
know-how, patents and any and all applications for any of the foregoing and any and all rights to apply for any of the foregoing.


 


5.2           During
the term of Service Provider’s engagement with the Company, Service Provider may either alone or in conjunction with others,
generate or assist in the generation of documents, materials, designs, drawings, processes, formulae, computer coding, methodologies,
techniques, developments, research data, including specifically technical aspects of the technology and devices that are not common
knowledge, trade secrets, marketing plans, company financial information, business development information, strategic plans of
the Company and other works deemed as Confidential Information and/or Intellectual Property Rights by the Company (“Works”),
and Service Provider agrees that such Works and the related Intellectual Property Rights and Confidential Information will belong
to and be the absolute property of the Company or any other person the Company may nominate. 


 


5.3           Service
Provider hereby agrees to keep and maintain adequate records of all Works developed by him during its engagement with the Company,
to the extent generated in connection with this Agreement, which records shall be available to and remain the sole property of
the Company.


 


5.4           Service
Provider shall immediately on request by the Company (whether during engagement with the Company or after the termination of such
engagement) and at the expense of the Company:


 


		(a)	apply or join
                                         with the Company in applying for any Intellectual Property Rights or other protection
                                         or registration (“Protection”) for, or in relation to, any Works;



 


		(b)	execute all instruments
                                         and do all things necessary for vesting the Works or Protection when obtained and all
                                         right, title and interest to and in the same absolutely and as sole beneficial owner
                                         in the Company or other person as the Company may nominate;



 


		(c)	in the event
                                         that the Company is unable for any reason, after reasonable effort, to secure Service
                                         Provider's signature on any document needed in connection with the actions specified
                                         in the preceding paragraph, Service Provider hereby: (i) irrevocably designates and appoints
                                         the Company and its duly authorized officers and agents as its agent and attorney in
                                         fact, which appointment is coupled with an interest, to act for and in its behalf to
                                         execute, verify and file any such documents and to do all other lawfully permitted acts
                                         to further the purposes of the preceding paragraph with the same legal force and effect
                                         as if executed by him, and (ii) hereby waives and quitclaims to the Company any and all
                                         claims, of any nature whatsoever, which it now or may hereafter have for infringement
                                         of any Works assigned hereunder to the Company.



 




    4 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


5.5           In
this Section 5, the obligations and undertakings of the Service Provider shall apply, mutatis mutandis, to the Service
Provider's employees, consultants and/or agents, including without limitations, Ifat.


 


6.         Restrictions
after Termination


 


6.1           During
the term of the provision of any Services hereunder and for a period of twelve (12) months thereafter (the “Restricted
Period”), Service Provider and Ifat shall not, for her/its own account or as an employee,
officer, director, partner, venture partner, shareholder, investor, consultant or otherwise (except as an investor in a corporation
whose stock is publicly traded and in which such party holds less than 5% of the outstanding shares) be interested in or engage
in any activity which directly competes with the Company's business anywhere in the world, other than for the exclusive benefit
of the Company. 


 


6.2           During
the Restricted Period, neither Service Provider nor Ifat shall solicit any of the Company's or any of its affiliates' employees
or consultants engaged by the Company or its affiliates (at such time or for the preceding 12 month period) to leave the Company
or any of its affiliates, as the case may be, and shall not employ or offer employment or similar engagement to any such employees
or consultants.


 


6.3           Each
of Service Provider and Ifat acknowledges that the restrictions set under this Section 6 are fair and reasonable, and are essential
for protection of the Company's and the Company's business, proprietary rights and other legitimate interests of the Company,
in view of the nature of the business in which the Company is engaged and its innovative course. In addition, such restrictions
are fully compensated for by the Services Fee and other benefits granted hereunder. 


 


7.         Scope
of Relations 


 


7.1           The
relationship between the Company and Service Provider and/or Ifat shall be that of independent contractors. During the term of
this Agreement, Service Provider and/or Ifat shall not be deemed to be, nor shall be treated by the Company as, an employee of
the Company. Service Provider and/or Ifat shall bear all social benefits required under any applicable law and shall not receive
nor be entitled to overtime pay, insurance, paid vacation, severance payments or similar fringe or employment benefits from the
Company.


 


7.2           Each
of the Service Provider and/or Ifat affirms that this Agreement does not create any employer-employee relationship between the
Service Provider and/or Ifat on the one hand and the Company on the other hand. 


 


7.3           Without
derogating from the above, the Service Provider and/or Ifat shall reimburse and compensate the Company in the event that the Company
is required to pay any sum of money to the Service Provider and/or Ifat, and/or, the Service Provider’s and/or Ifat's heirs,
and/or dependents and/or to the National Social Security Authority (Bituach Leumi) and/or the Tax Authorities and/or any other
party that sues in the name of the Service Provider and/or Ifat or on Service Provider’s and/or Ifat's behalf, for any rights
deriving from a status of an employee of the Company, excluding an action based on negligence of the Company towards the Service
Provider.


 




    5 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


7.4           The
parties acknowledge that had the Company elected to retain the services of the Service Provider and/or Ifat as an employee and
had the Service Provider and/or Ifat agreed to accept such employment, the salary payable to the Service Provider and/or Ifat
would be substantially lower than the Service Fee as the Service Fee takes into account all social benefits that would otherwise
be payable to an employee including, severance payments, etc.


 


7.5           Therefore,
if any labor court, or other competent authority, determines that an employer-employee relationship does in fact exist between
the Company and the Service Provider and/or Ifat, the provisions of Section 7.8 shall apply, and rights that the Service Provider
and/or Ifat may be entitled to according to the provisions of Section 7.8 below, shall be subject to a set-off right of the Company
against any amount or other right the Company may be entitled to according to Sections 7.6 and 7.7 below. The Service Provider
and/or Ifat hereby irrevocably instructs the Company to deduct and offset from any payment or other right that they may be entitled
to, according to the provisions of Section 7.8 below, any amount or other right the Company may be entitled to according to Sections
7.6 and 7.7 below.


 


7.6           In
the event that the Service Provider and/or Ifat and/or the Service Provider’s and/or Ifat's heirs and/or dependents and/or
to the National Social Security Authority (Bituach Leumi) and/or the Tax Authorities and/or any other party shall file a claim
in the name of the Service Provider and/or Ifat or on Service Provider’s and/or Ifat's behalf, for any rights deriving from
a status of an employee of the Company, then, the Services Fee and any other consideration (if any) paid to the Service Provider
according to this Service Agreement shall be considered to be an index linked loan, bearing interest at the annual rate of 7%,
granted by the Company to the Service Provider and/or Ifat, which loan shall be immediately due and payable.


 


7.7           For
the avoidance of any doubt, the Service Provider hereby undertakes to confirm, and act in order that, any and all taxes and liabilities
applicable from time to time in connection with the Services Fee and/or any other payment or benefit which Service Provider is
entitled to under this Agreement, will be paid by him in due time and in accordance with their terms. Upon the receipt by the
Company of any demand served by any authority in this respect, the Company shall be entitled, at its sole discretion, to notify
that it has determined to activate the provisions of Section 7.6 above, which will be considered to be in full force and effect
as of such the notification of the Company. 


 


7.8           Therefore,
if any labor court, or other competent authority, determines that an employee relationship does in fact exist between the Company
and the Service Provider and/or Ifat, the monthly salary that would have been payable to the Service Provider and/or Ifat as an
employee of the Company shall be seventy percent (70%) of the Service Fee (excluding VAT) and this salary shall be the basis for
calculating any statutory social benefits due to the employee. 


 


7.9           The
above obligations of the Service Provider shall survive the termination of this Agreement.


 


8.         No
Conflict, Valid and Binding. Each of Service Provider and Ifat
represents that neither the execution of this Agreement nor the performance of Services and/or Service Provider’s and Ifat's
obligations under this Agreement will result in a violation or breach of any other agreement by which Service Provider and/or
Ifat is bound and that he/it has full power and right to enter into this Agreement. Service Provider and/or Ifat are not authorized
to obligate the Company in any way and/or create any commitments of the Company, except to the extent explicitly authorized in
advance by the Company in writing. 


 




    6 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


9.          Notices.
Any notice or other communication required, permitted or contemplated by this Agreement must be in writing and delivered to
the other party by registered or certified mail, return receipt requested or delivered by facsimile mail with the original
counterpart thereof being sent on the same day or on the day immediately following the date of the facsimile transmission, or
by electronic mail. Such notice shall be deemed received three days after a registered or certified letter containing such
notice, properly addressed with the postage prepaid, if posted, or on the same day if transmitted by facsimile mail or by
electronic mail.


 


10.         Governing
Law and Jurisdiction. This Agreement shall be governed by, and construed and enforced in
accordance with the law of the state of Israel, without regard to the conflict of law rules thereof. The parties irrevocably agree
that the competent courts of Tel-Aviv, Israel are to have exclusive jurisdiction to settle any disputes which may arise out of
or in connection with this Agreement. 


 


11.         Assignment
and Third Party Rights. This Agreement may not be assigned in whole or in part by any party
without the written consent of the other parties hereto. 


 


12.         Entire
Agreement. This Agreement shall constitute the entire agreement and understanding between
the parties with respect to all matters which are referred to and shall supersede any previous agreements between the parties
in relation to the matters referred to in this Agreement.


 


[Remainder
of Page Intentionally Left Blank]




    7 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first appearing above.


 


	/s/Advanced Inhalation Thereapies (AIT) Ltd.	 
	Advanced Inhalation Therapies (AIT) Ltd.	 
	 	 
	By: Racheli Vizman	 
	Title: COO	 
	 	 
	/s/ Guberman Consulting Ltd.	 
	Guberman Consulting Ltd.	 
	 	 
	By: Tami Guberman	 
	Title: CEO	 
	 	 
	Agreed and Acknowledged:	 
	 	 
	/s/ Ifat Tal	 
	Ifat Tal	 


 




    8 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


Exhibit A


Services 


		1	Essence of the contract



 


1.1  AIT
hereby requests and Guberman agrees to provide Chief Financial Officer services.


 


1.2 
The services shall include inter alias:


 


1.3  Chief
Financial Officer


The service may include: 


	 	1.3.1	Weekly/biweekly meeting with the CEO regarding financial and business
    issues.
	 	1.3.2	Dealing with the annual budget.
	 	1.3.3	Preparing forecasts, Business plans and financial data.
	 	1.3.4	Dealing with the Chief Scientist, Investment Center or other incentive
    government institutes.
	 	1.3.5	Dealing with option plans and Cap tables.
	 	1.3.6	Help in due diligence and rising capital processes.
	 	1.3.7	Controlling the CF and dealing with banks.
	 	1.3.8	Reporting to the BOD.
	 	1.3.9	Working with lawyers and auditors.
	 	1.3.10	Helping the company prepare for IPO
	 	1.3.11	The service will include one skilled CFO that will serve 30% position
    per month, 13 hours per week (one working days a week in the company's offices and the rest from his office).







 




    9 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


Exhibit B


 


INDEMNIFICATION AND RELEASE AGREEMENT


 


Date: ________, 2015


 


To: Ms.
Ifat Tal 


 


It is in the best
interest of Advanced Inhalation Therapies (AIT) Ltd. (the “Company”) to retain and attract as directors and/or
officers the most capable persons available, and such persons are becoming increasingly reluctant to serve in companies unless
they are provided with adequate protection through insurance and indemnification in connection with such service.


 


You are or have been
appointed to be a director and/or officer of the Company, and in order to enhance your service to the Company in an effective
manner, the Company desires to provide hereunder for your indemnification to the fullest extent permitted by law.


 


In consideration
of you continuing to serve the Company, subject to the provisions of applicable law, as amended from time to time, the Company
hereby agrees as follows:


 


		1.	The
                                         Company hereby undertakes to indemnify you, in accordance with and subject to the terms
                                         and conditions of this Indemnification and Release Agreement (the “Agreement”)
                                         to the maximum extent permitted by applicable law, subject to the limitations set forth
                                         in Sections 3 and 6 below for any liability, obligation or expense as set forth in paragraphs
                                         1.1 through 1.5 below ("Expenses"), imposed on you or expended by you in respect
                                         of any act or omission (“action”) taken or made by you or alleged to have
                                         been taken or made by you in your capacity as a director and/or officer of the Company:



 


		1.1.	any
                                         financial obligation imposed on you in favor of another person by a court judgment, including
                                         a settlement or an arbitrator’s award approved by court; and



 


		1.2.	all
                                         reasonable litigation expenses, including attorneys’ fees and the fees and expenses
                                         of investigators, accountants and other experts, expended by you, in an investigation
                                         or proceeding conducted against you by an agency authorized to conduct such investigation
                                         or proceeding, and which investigation or proceeding (i) “concluded without the
                                         filing of an indictment” (as such term is defined in Section 260(a)(1a) of the
                                         Companies Law 5759-1999) against you and without there having been imposed against you
                                         a “financial obligation in lieu of a criminal proceeding” (as such term is
                                         defined in Section 260(a)(1a) of the Companies Law), or (ii) “concluded without
                                         the filing of an indictment” against you but with there having been imposed against
                                         you a “financial obligation in lieu of a criminal proceeding” for an offense
                                         that does not require proof of mens rea (criminal intent) or with respect to monetary
                                         sanction or penalty; and



 




    10 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		1.3.	all
                                         reasonable litigation expenses, including attorneys’ fees and the fees and expenses
                                         of investigators, accountants and other experts, expended by you or charged to you by
                                         a court, in a proceeding instituted against you by the Company or on its behalf or by
                                         another person, or in any criminal proceedings in which you are acquitted, or in any
                                         criminal proceedings of a crime which does not require proof of mens rea (criminal
                                         intent) in which you are convicted; or in preparation or defense with respect to any
                                         threatened proceedings as aforesaid.



 


		1.4.	a
                                         financial obligation imposed upon you and reasonable litigation expenses, including attorney
                                         fees, expended by you as a result of an administrative proceeding instituted against
                                         you. Without derogating from the generality of the foregoing, such obligation or expense
                                         will include a payment which you are obligated to make to an injured party as set forth
                                         in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 1968 – 5728 (the "Securities
                                         Law") and expenses that you incurred in connection
                                         with a proceeding under Chapters H'3, H'4 or I'1 of the Securities Law, including reasonable
                                         legal expenses, which term includes attorney fees; and



 


		1.5.	The
                                         above indemnification will also apply to any action taken by you in your capacity as
                                         a director and/or officer of any other company controlled, directly or indirectly, by
                                         the Company (a “Subsidiary”)
                                         or in your capacity as an officer, director, or observer at board of directors’
                                         meetings, of a company not controlled by the Company but where your appointment as an
                                         officer, director or observer is at the request of the Company (“Affiliate”).



 


provided
however, that in respect of any specific action indemnifiable pursuant to the provisions hereof (an "Indemnifiable
Event"), the Expenses for which you may be indemnified hereunder will be subject to the
Global Limitation (as defined below).


 


		2.	The
                                         Company will not indemnify you for any amount you may be obligated to pay in respect
                                         of any of the following:



 


		2.1.	a
                                         breach of your duty of loyalty, except, to the extent permitted by law, for a breach
                                         of your duty of loyalty to the Company, a Subsidiary or an Affiliate while acting in
                                         good faith and having reasonable cause to assume that such act would not prejudice the
                                         interests of the Company;



 


		2.2.	a
                                         willful breach of the duty of care or reckless disregard for the circumstances or to
                                         the consequences of a breach of the duty of care other than a breach arising solely out
                                         of your negligent conduct;



 


		2.3.	an
                                         action, taken or not taken, with the intent of unlawfully realizing personal gain.



 


		2.4.	any
                                         fine, civil fine, monetary sanction or penalty payment to propitiate an offense for which
                                         and to the extent that applicable law prohibits indemnification.



 


		3.	The
                                         indemnification mentioned in paragraph 1 above shall apply only insofar as it results
                                         from your actions in the following matters or in connection therewith (which have been
                                         determined by the Board of Directors of the Company as foreseeable in view of the Company’s
                                         current activity):



 


		3.1.	The
                                         offering of securities by the Company and/or by a shareholder to the public and/or to
                                         private investors or the offer by the Company to purchase securities from the public
                                         and/or from private investors or other holders pursuant to a prospectus, agreements,
                                         notices, reports, tenders and/or other proceedings;



 




    11 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		3.2.	Occurrences
                                         resulting from the Company’s becoming, or its status as, a public company, and/or
                                         from the fact that the Company’s securities were offered to the public and/or are
                                         traded on a stock exchange, whether in Israel or abroad;



 


		3.3.	Occurrences
                                         in connection with investments that the Company and/or Subsidiaries and/or Affiliates
                                         make in other corporations whether before and/or after the investment is made, entering
                                         into the transaction, the execution, development and monitoring thereof, including actions
                                         taken by you in the name of the Company and/or a Subsidiary and/or an Affiliate as a
                                         director, officer, and/or board observer of the corporation the subject of the transaction
                                         and the like;



 


		3.4.	The
                                         sale, purchase and holding of negotiable securities or other investments for or in the
                                         name of the Company, a Subsidiary and/or an Affiliate;



 


		3.5.	Actions
                                         in connection with any sale or acquisition of assets by the Company, a Subsidiary and/or
                                         an Affiliate or the merger of the Company, a Subsidiary and/or an Affiliate with or into
                                         another entity;



 


		3.6.	Actions
                                         in connection with the sale of the operations and/or business, or part thereof, of the
                                         Company, a Subsidiary and/or an Affiliate;



 


		3.7.	Without
                                         derogating from the generality of the above, actions in connection with the purchase
                                         or sale of companies, legal entities or assets, and the division or consolidation thereof;



 


		3.8.	Actions
                                         concerning the approval of transactions of the Company, its Subsidiaries and/or Affiliates
                                         with officers and/or directors and/or holders of controlling interests in the Company,
                                         its Subsidiaries and/or Affiliates;



 


		3.9.	Actions
                                         taken in connection with the approval and execution of financial statements and business
                                         reports and the representations made in connection therewith;



 


		3.10.	Actions
                                         taken in connection with labor relations and/or employment matters in the Company, Subsidiaries
                                         and/or Affiliates and trade relations of the Company, Subsidiaries and/or Affiliates,
                                         including with employees, independent contractors, customers, suppliers and various service
                                         providers;



 


		3.11.	Actions
                                         in connection with the testing of products developed by the Company, Subsidiaries and/or
                                         Affiliates, and/or in connection with the distribution, sale, license and/or use of such
                                         products, and/or in connection with the procedure of obtaining regulatory approvals regarding
                                         such products, whether in Israel or abroad, and/or in connection with claims that the
                                         Company acted without such approvals.



 


		3.12.	Actions
                                         taken in connection with the intellectual property of the Company, Subsidiaries and/or
                                         Affiliates, and its protection, including the registration or assertion of rights to
                                         intellectual property and the defense of claims related to intellectual property;



 


		3.13.	Actions
                                         taken pursuant to or in accordance with the policies and procedures of the Company, Subsidiaries
                                         and/or Affiliates, whether such policies and procedures are published or not.



 




    12 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		3.14.	Any
                                         claim or demand not covered by any of the categories of events described above, which
                                         pursuant to any applicable law, a director or officer of the Company may be held liable
                                         for in connection with actions taken by such director and/or officer in such capacity.



 


The
Company will make available to you all amounts needed in accordance with paragraph 1 above as soon as practicable but in any event
no later than thirty (30) days after your written demand shall be presented to the Company (“Time of Indebtedness”),
and with respect to items referred to in paragraphs 1.2 and 1.3 above, even prior to a court decision. Notwithstanding the foregoing,
the obligations of the Company under Section 1 and the obligation of the Company to make an advance payment of Expenses to you
(an "Expense Advance"), shall be subject to the condition that the Company
shall not have determined that you are not lawfully entitled to be such indemnification in accordance with the provisions hereunder,
in which event, the Company shall be entitled to be reimbursed by you (and you hereby agree to reimburse the Company) for any
and all amounts theretofore paid.


 


Without
derogating from the generality of the foregoing, Expenses Advances given to cover legal expenses in criminal proceedings or in
administrative or investigative proceedings that result in criminal proceedings will be promptly repaid by you to the Company
if you are found guilty of a crime which requires proof of criminal intent. 


 


			As part of the aforementioned undertaking,
                                         the Company will make available to you any security or guarantee that you may be required
                                         to post in accordance with an interim decision given by a court or an arbitrator, including
                                         for the purpose of substituting liens imposed on your assets; provided, however,
                                         that if it is determined by a court of law that you are not entitled to be indemnified
                                         by the Company, you shall promptly execute all documents required and provide all assistance
                                         necessary to substitute and replace any Company-provided security or guarantee with alternate
                                         security or guarantees.



 


			All amounts paid as indemnification
                                         pursuant hereto will be grossed-up to cover any tax payments you may be required to make
                                         if the indemnification payments are taxable to you.



 


		4.	The
                                         Company’s obligation to indemnify you and advance Expenses in accordance with this
                                         Agreement shall be for such period as you shall be subject to any possible claim or threatened,
                                         pending or completed action, suit or proceeding or any inquiry or investigation, whether
                                         civil, criminal or investigative, arising out of your service/action in the position
                                         of a director and/or an officer of the Company/Subsidiary/Affiliate, even if at the relevant
                                         Time of Indebtedness you are no longer a director and/or officer of the Company or of
                                         a Subsidiary or an officer, director or board observer of an Affiliate and the indemnity
                                         will extend to your heirs, executors, administrators and legal representatives.



 


		5.	The
                                         Company will not indemnify you for any liability with respect to which you have received
                                         payment (by virtue of an insurance policy, Articles of Association, another indemnification
                                         agreement or otherwise) of the amounts otherwise indemnifiable hereunder, except for
                                         amounts indemnifiable hereunder which are in excess of the amounts actually paid to you
                                         as provided above (including deductible amounts not covered by insurance policies).



 


		6.	Subject
                                         to the provisions of paragraph 5 above, the total obligation of the Company to all indemnitees
                                         under this Agreement, in the aggregate, including all then pending claims for indemnification
                                         made by all directors or officers of the Company ("Indemnitees"),
                                         whether under law, agreement or the Articles of Association of the Company, will not
                                         exceed the higher of: i) US$5 Million; and ii) 25% of the paid-up share capital of the
                                         Company (including premiums paid in respect of shares) at such time according to the
                                         last approved audited consolidated annual financial statements of the Company (the "Global
                                         Limitation"); all of the foregoing in addition
                                         to any amounts received or receivable from a directors and officers insurance policy.
                                         If the total of all such claims exceed such amount (or the remaining balance of such
                                         amount at the relevant time), then the limit amount per each Indemnitee of the Company
                                         shall be pro rated among all Indemnitees proportionately to the proven amount of each
                                         respective Indemnitee out of the aggregate amount of all proven claims by all Indemnitees.



 




    13 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		7.	The
                                         Company will be entitled to reimbursement from you of amounts collected from a third
                                         party in connection with liabilities indemnified hereunder, such reimbursement not to
                                         exceed the amounts indemnified by the Company.



 


		8.	In
                                         all indemnifiable circumstances:



 


		8.1.	You
                                         shall, as a condition precedent to your right to be indemnified under this Agreement,
                                         promptly notify the Company of any legal proceedings initiated against you and of all
                                         possible or threatened legal proceedings and, to the extent permitted by law, all administrative
                                         or investigative proceedings initiated against you, in each case, for which Indemnification
                                         will or could be sought under this Agreement, without delay following your first becoming
                                         aware thereof, and you shall deliver to the Company, or to such person as it shall advise
                                         you, without delay all documents you receive in connection with these proceedings.



 


			Similarly, you will advise the Company
                                         on an ongoing and current basis concerning all events which you suspect may give rise
                                         to the initiation of legal proceedings against you. Failure to notify the Company as
                                         aforesaid will not relieve the Company of its indemnification obligations pursuant hereto
                                         except to the extent that it has been actually prejudiced as a result of such failure.



 


		8.2.	Other
                                         than with respect to proceedings that have been initiated against you by the Company
                                         or in its name, the Company shall be entitled to undertake the conduct of your defense
                                         in respect of such legal proceedings and/or to hand over the conduct thereof to any attorney
                                         which the Company may choose for that purpose, except to an attorney who is not, upon
                                         reasonable grounds, acceptable to you.



 


Notwithstanding
the foregoing you will be entitled to appoint an attorney of your own that shall accompany you in such procedure, at you own expense.
Your attorney shall be fully updated on the defense procedure. In the event that you retained your own attorney due to a conflict
of interest between you and the Company or between you and the Company's attorney, the Company shall indemnify you for all reasonable
expenses incurred by you in connection with engaging such attorney, in accordance with and subject to the provisions hereof.


 


The Company
and/or the attorney appointed by it as aforesaid shall be entitled, within the context of the conduct as aforesaid, to conclude
such proceedings, all as it shall see fit, at its sole discretion, including by way of settlement without your consent provided
that the amount of such settlement does not exceed the applicable limit amount (subject to the limitations set forth below). At
the request of the Company, you shall execute all documents reasonably required to enable the Company and/or its attorney as aforesaid
to conduct your defense in your name, and to represent you in all matters connected therewith, in accordance with the aforesaid.


 




    14 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


For the avoidance of doubt, in the case
of criminal proceedings the Company and/or its attorney as aforesaid will not have the right to plead guilty in your name or to
agree to a plea-bargain in your name without your prior written consent. Furthermore, in a civil proceeding (whether before a
court or as a part of a compromise arrangement), the Company and/or its attorney will not have the right to admit to any occurrences
that are not indemnifiable pursuant to this Agreement and/or pursuant to law, or to enter into any settlement, or compromise or
consent to any judgment unless such settlement, compromise or consent includes a complete release of you from all liability arising
out of the proceeding, without your prior written consent, which will not be unreasonably withheld. However, the aforesaid will
not prevent the Company and/or its attorney as aforesaid, with the approval of the Company, to come to, inter alia, a financial
arrangement with a plaintiff in a civil proceeding without your consent so long as such arrangement will not be an admittance
of an occurrence not indemnifiable pursuant to this Agreement and/or pursuant to law and so long as it includes an complete release
as aforesaid.


 


		8.3.	You
                                         will fully cooperate with the Company and/or its attorney as aforesaid in every reasonable
                                         way as may be required of you within the context of their conduct of such legal proceedings,
                                         including but not limited to the execution of power(s) of attorney and other documents,
                                         provided that the Company shall cover all costs incidental thereto such that you will
                                         not be required to pay the same or to finance the same yourself, all, in accordance with
                                         and subject to the provisions hereof,; and provided, further, that you shall not be required
                                         to take any action that would in any way prejudice your defense or waive any defense
                                         or position available to you in connection with any proceeding.



 


		8.4.	If,
                                         in accordance to paragraph 8.2, the Company has taken upon itself the conduct of your
                                         defense, the Company will have no liability or obligation pursuant to this Agreement
                                         or the resolutions referred to below to indemnify you for any legal expenses, including
                                         any legal fees, that you may expend in connection with your defense, except in the event
                                         of a conflict of interests pursuant to the second paragraph of Section 8.2 above.



 


		8.5.	The
                                         Company will have no liability or obligation pursuant to this Agreement or the resolutions
                                         referred to below to indemnify you for any amount expended by you pursuant to any compromise
                                         or settlement agreement reached in any suit, demand or other proceeding as aforesaid
                                         having been entered into without receiving the Company’s prior written consent
                                         to such compromise or settlement, which consent shall not be unreasonably withheld. Neither
                                         the Company nor any of its agents, employees, directors or officers shall make any statement
                                         to the public or to any other person regarding any settlement of claims against you that
                                         would in any manner cast any negative light, inference or aspersion against you, and
                                         it shall be a requirement of such settlement that the terms of such settlement shall
                                         be confidential.



 


		9.	Subject
                                         to section 2 above, the Company hereby exempts and releases you, to the fullest extent
                                         permitted by law, from any liability for damages caused as a result of a breach of your
                                         duty of care to the Company in your capacity as a director, whether such breach occurred
                                         or occurs prior or subsequent to the resolutions referred to below, provided that no
                                         such exemption shall apply to a breach of your duty of care in connection with a Distribution
                                         (as defined in the Companies Law).



 


10.         If
for the validation of any of the undertakings in this Agreement any act, resolution, approval or other procedure is required by
any organ of the Company, the Company undertakes to initiate and make its best efforts to cause them to be done or adopted in
a manner which will enable the Company to fulfill all its undertakings as aforesaid, subject to any applicable legal requirement
on such organ of the Company to act with good faith and in a reasonable manner and any fiduciary duties of such organ.


 




    15 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		11.	For
                                         the avoidance of doubt, it is hereby clarified that nothing contained in this Agreement
                                         or in the above resolutions derogates from the Company’s right, at its sole discretion,
                                         to indemnify you post factum for any amounts which you may be obligated to pay as set
                                         forth in paragraph 1 above irrespective of the limitations set forth in paragraphs 3,
                                         6 and 7 above.



 


		12.	If
                                         any undertaking included in this Agreement is held invalid or unenforceable, such invalidity
                                         or unenforceability will not affect any of the other undertakings, exemptions or releases,
                                         which will remain in full force and effect. Furthermore, if such invalid or unenforceable
                                         undertaking exemption or release may be modified or amended so as to be valid and enforceable
                                         as a matter of law, such undertakings exemptions or releases will be deemed to have been
                                         modified or amended, and any competent court or arbitrator are hereby authorized to modify
                                         or amend such undertaking exemption or release, so as to be valid and enforceable to
                                         the maximum extent permitted by law.



 


		13.	This
                                         Agreement and the agreement herein shall be governed by and construed and enforced in
                                         accordance with the laws of the State of Israel, as such laws are applied to contracts
                                         entered into and to be performed entirely within such State, without regard to its conflict
                                         of laws rules.



 


		14.	This
                                         Agreement sets forth the entire understanding between the parties hereto relating to
                                         the subject matter hereof and cancels any preceding indemnification and release agreement
                                         or undertaking that may have been issued to you by the Company.



 


		15.	Any
                                         other provision herein to the contrary notwithstanding, the Company shall not be obligated
                                         pursuant to the terms of this Agreement, (A) to indemnify or advance Expenses to you
                                         with respect to claims initiated or brought voluntarily by you and not by way of defense,
                                         except: (i) with respect to proceedings brought to establish or enforce a right to indemnification
                                         under this Agreement or any other agreement, or insurance policy or under the Company's
                                         Articles of Association now or hereafter in effect relating to claims for Indemnifiable
                                         Events, and in connection therewith, subject to all limitations set herein, the Company
                                         shall bear your reasonable costs, including legal expenses, (ii) in specific cases if
                                         the Board of Directors has approved the initiation or bringing of such suit, (iii) if
                                         the claim is initiated in order to preempt a foreseeable claim against you, covered by
                                         this Agreement or (iv) as otherwise required under the laws of the Company's (or where
                                         applicable, its Subsidiary's) jurisdiction of incorporation, regardless of whether you
                                         ultimately determined to be entitled to such indemnification, advance expense payment
                                         or insurance recovery, as the case may be, and (B) to indemnify you for expenses and
                                         the payment of profits arising from the purchase and sale by you of securities in violation
                                         of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange
                                         Act"), or any similar applicable law of any jurisdiction.



 


		16.	In
                                         the event of any change after the date of this Agreement of any applicable law, statute
                                         or rule which expands the right of a corporation of the Company's jurisdiction of incorporation
                                         to indemnify a member of its board of directors or an officer, it is the intent of the
                                         parties hereto that you shall enjoy by this Agreement the greater benefits afforded by
                                         such change, subject however to the Global Limitation. In the event of any change in
                                         any applicable law, statute or rule which narrows the right of a corporation of the Company's
                                         jurisdiction of incorporation to indemnify a member of its board of directors or an officer,
                                         employee, agent or fiduciary, such change, to the extent not otherwise required by such
                                         law, statute or rule to be applied to this Agreement, shall have no effect on this Agreement
                                         or the parties' rights and obligations hereunder except as set forth in Section 2 hereof.



 


		17.	This
                                         Agreement may be executed in one or more counterparts, each of which shall constitute
                                         an original.



 




    16 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


		18.	This
                                         Agreement shall be binding upon and inure to the benefit of and be enforceable by the
                                         parties hereto and their respective successors, assigns, including any direct or indirect
                                         successor by purchase, merger, consolidation or otherwise to all or substantially all
                                         of the business and/or assets of the Company, spouses, heirs, and personal and legal
                                         representative. The Company shall require and cause any successor (whether direct or
                                         indirect by purchase, merger, consolidation or otherwise) to all, substantially all,
                                         or a substantial part, of the business and/or assets of the Company, by written agreement,
                                         expressly to assume and agree to perform this Agreement in the same manner and to the
                                         same extent that the Company would be required to perform if no such succession had taken
                                         place.



 


		19.	All
                                         notices and other communications required or permitted hereunder shall be in writing,
                                         shall be effective when given and shall in any event be deemed to be given: (a) five
                                         (5) business days after deposit with the applicable postal service, if delivered by first
                                         class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business
                                         day after the business day of deposit with overnight courier, freight prepaid, or (d)
                                         one day after the business day of delivery by facsimile transmission or email, if delivered
                                         by facsimile transmission or email, with copy by first class mail, postage prepaid, and
                                         shall be addressed if to you, at your address as set forth beneath your signature to
                                         this Agreement and if to the Company at the address of its principal corporate offices
                                         or at such other address as such party may designate by ten (10) days' advance written
                                         notice to the other party hereto.



 


		20.	In
                                         the event of payment under this Agreement, the Company shall be subrogated to the extent
                                         of such payment to all of your rights of recovery, and you shall execute all documents
                                         required and shall do all acts that may be necessary to secure such rights and to enable
                                         the Company effectively to bring suit to enforce such rights.



 


		21.	No
                                         amendment, alteration or repeal of this Agreement or of any provision hereof shall limit
                                         or restrict any of your rights under this Agreement in respect of any action taken or
                                         omitted by you prior to such amendment, alteration or repeal. In addition, no amendment,
                                         modification, termination or cancellation of this Agreement shall be effective unless
                                         it is in writing signed by both the parties hereto. No waiver of any of the provisions
                                         of this Agreement shall be deemed or shall constitute a waiver of any other provisions
                                         hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.



 


		22.	Nothing
                                         contained in this Agreement shall be construed as giving you any right to be retained
                                         in the employ or otherwise in the service of the Company or any of its Subsidiaries.



 


This Agreement is being issued to you
pursuant to the resolutions adopted by the board of directors of the Company on ______________, 2015.


 


Kindly sign and return the enclosed copy
of this Agreement to acknowledge your agreement to the contents hereof.


 


[SIGNATURE PAGE TO FOLLOW]


 




    17 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal


     


    

 


[SIGNATURE PAGE
TO INDEMNITY AGREEMENT- IFAT TAL]


 


	 	Sincerely,
	 	 
	 	Advanced Inhalation Therapies (AIT) Ltd.
	 	 
	 	By:	 
	 	Title:	 


 


	 	 
	Name: Ms. Ifat Tal	 
	Title: CFO	 


 




    18 
 
Service Agreement – AIT – Guberman Consulting Ltd. & Ifat Tal