Exhibit 10.9


 


G.R.I.N ULTRA LTD.


 


OFFER LETTER


 


Date: November 11, 2021


 


	To:	Gabriel Yariv
	 	32, Hamelachim st.
	 	Ramat Hasharon
	 	 
	ID:	017580010




 


Re:       Offer
of Employment


 


Dear Gabriel,


 


We are pleased to offer you the position of Director
and the Executive Chairman of the Board of Directors of G.R.I.N Ultra Ltd., a company organized under the laws of the State of
Israel, (the "Company") and of Cannabics Pharmaceuticals Inc. (“CNBX”), the sole shareholder of the Company, effective
as of September 3, 2021 (the “Commencement Date”).


 


Scope of the position:


100%, 5 working
days per week. You undertake that if necessary and as necessary, you will also work during hours beyond regular working hours, in accordance
with the Company's needs.


 


In your position, you will be responsible to lead
the activities of the Board of Directors of CNBX and the Company and work alongside the Chief Executive Officer of CNBX and the Company
on execution of strategic initiatives and fulfill such responsibilities, duties and authority normally associated with such position and
as may from time to time be reasonably assigned to you by the Board of Directors.


 


Set forth herein are the entire terms and conditions
of your employment with the Company that supersede all prior agreements, understanding and arrangements with respect to the subject matter
hereof, as of the Commencement Date. Once you fully understand the terms and conditions set forth herein, you are kindly requested to
sign this offer letter and the ancillary forms attached hereto and return them to the Company.


 


1.       Compensation
and Benefits:


 


1.1       
Salary – Your gross monthly salary will be NIS 60,000(the “Salary”). The Salary includes the Global
Overtime Remuneration.


 


1.2       
Global Overtime Remuneration – Due to the nature of your position and because you may be required to work hours beyond
the regular workweek, the Company is paying you, as part of your Salary, a gross payment of NIS ____ per month on account of up
to 45 monthly hours of overtime (the “Global Overtime Remuneration”).


 


1.3       
Benefits – The Company is including the Global Overtime Remuneration for the purpose of contributions to your Benefit
Plan and Education Fund. Therefore, for the purpose of the Company’s and your respective contributions to your Benefit Plan and
Education Fund, your Salary, including the Global Overtime Remuneration, will be referred to as your “Salary."


 


 


 


 






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1.4
       Transportation – The
Company shall reimburse you for using public transportation to and from the office in accordance with applicable law and the Company shall
provide you with a car allowance (or use of a Company car).


 


1.5       Expenses
– The Company shall reimburse you for cell phone expenses. The Company shall reimburse you for all other reasonable business expenses
incurred in the performance of your position, provided that all expenses shall require the Company’s pre-approval in writing.


 


1.6.       Options
- Subject to (i) your continued employment with the Company; (ii) the approvals required for such purpose, including, without limitation,
the approvals of the Board of Directors of CNBX; (iii) adoption of the CNBX Share Incentive Plan (the “Plan”); (iv)
the execution by you of a grant letter or any other necessary document pertaining to such grant of options and in accordance with the
Plan (the “Grant Letter”); and (v) the terms and conditions of the Plan; you shall be granted, as a “102 Award”,
as defined in the Plan, with an option to purchase Ordinary Shares of CNBX (the “Options”) at an exercise price of
US 0.0001 a share (subject to adjustment for any share dividend, bonus shares, share split, combination or other similar recapitalization),
which shall be subject to the following terms:


 


1.6.1.       2,500,000
Options upon execution of this Offer Letter, vested immediately thereafter;


1.6.2.       1,500,000
Options upon successful uplisting of CNBX to a higher capital market, such as NASDAQ or NYSE, vested immediately thereafter;


1.6.3.       1,500,000
Options upon a consummation by CNBX of a financing round in which CNBX raises an amount of at least USD 7.5 million, or upon the occurrence
of the “Merger/Sale” of CNBX, as defined in the Plan, vested immediately thereafter;


1.6.4.       1,000,000
Options yearly over 3 (three) years.


 


The terms and conditions of
the Options, including provisions as to the exercise price, vesting period and schedule, as well as other customary provisions such as
those pertaining to certain adjustments, restrictions on transfer, tax liability and termination of services, shall be as set forth in
the Plan and the Grant Letter.


 


You agree and undertake to
execute any and all documents as may be required by the Company in connection with the Options, including but not limited to, the Grant
Letter and any and all exhibits and instruments annexed thereto, and the grant of the Options shall be subject to your fulfillment of
the aforesaid undertakings.


 


It is hereby clarified that
all tax consequences (including any withholding tax) under any applicable law which may arise from the grant of the Options, from the
exercise thereof or from the holding or sale of the shares issuable upon exercise (or other securities issued in connection of the Options)
shall be borne solely by you.


 


2.       Benefits:


 


2.1       Benefit
Plan – The Company provides its employees with a pension/savings plan for the provision of employee benefits, which plan
is funded by the amounts mandated by law to be paid by the employer and all employee contributions (the "Benefit Plan"). 
The Company will contribute an amount equal to 8.33% of your Salary towards your future severance (the “Severance Fund”).
In addition, the Company will contribute an amount each month towards a savings/pension fund (the type
of fund will be as per your choosing) in accordance with applicable law, subject to your monthly contribution from your Salary (the “Savings
Fund”).  The amount of the Company's contribution
to the Savings Fund will be 6.5% of your Salary and the amount of your contribution to the Savings Fund will be 6% of your Salary. The
Company will also contribute an amount of up to 2.5% of your Salary towards disability insurance based on the agreements that the
Company has with its benefit plan vendor. 


 


2.2       Section
14 of the Severance Pay Law – You hereby agree and acknowledge that all of the payments that the Company shall make to the
abovementioned Benefit Plan shall be instead of any severance pay to which the Employee or Employee’s successors shall be entitled
to receive from the Company with respect to the salary from which these payments were made and the period during which they were made.
Subject to the Company’s rights according to law in the event of termination for cause, in the event of termination of the employer-employee
relationship, including resignation, you shall be entitled to receive a transfer of ownership of the Benefit Plan to your name, in the
full amount thereof, all in accordance with Section 14 of the Severance Pay Law 5723-1963. The parties hereby adopt the General Approval
of the Minister of Labor and Welfare, published in the Official Publications Gazette No. 4659 on June 30, 1998, attached hereto as Exhibit
A.


 


 


 






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2.3       Education
Fund – After 3 months of working retroactively from the beginning of work, the Company shall contribute a sum equal to 7.5%
of your Salary to an education fund, subject to your contribution on your own expense of a monthly sum equal to 2.5% of your Salary. Notwithstanding
anything to the contrary herein, all payments and contributions of the Company under this section shall be limited to the highest deductible
amount recognized by the tax authorities.


 


2.4       Vacation
Days – The Company shall provide you with a total of ___ annual vacation days (your “Vacation Allotment”),
which includes the vacation days which you are entitled to receive under law. A portion of your annual vacation shall be exercised during
initiated/joined vacations of the Company, as shall be determined by the Company’s management from time to time. The Company encourages
and expects its employees to utilize their Vacation Allotment. You must use at least five (5) vacation days each year and the remainder
may be accumulated each year for a maximum of two years accrual. Any accrual in excess of two annual Vacation Allotments will automatically
be voided, and you will not be entitled to redeem these days for payment. Although we will monitor compliance with the Company’s
vacation policy, we expect you to act responsibly in using your vacation days after coordinating your vacation with your supervisor.


 


2.5       Sick
Leave – You will be entitled to sick leave according to the Sick Leave Act. Sick leave days may not be accrued nor redeemed
for monetary payments.


 


2.6       Recuperation
Pay – You will be entitled to Recuperation Pay ('dmei havraa') in accordance with applicable law.


 


2.7       Tax
Consequences Relating to Benefits – All tax consequences resulting from any benefits you will receive from the Company under
this Benefits heading, including required withholdings, national insurance tax (‘bituach leumi’), heath tax ('mas
briut'), etc. will be borne by you and deducted by the Company.


 


3.       Fiduciary
Duty and Conflicts of Interest:


 


3.1       During
the term of your employment, you are required to devote your full attention and efforts to the Company and therefore will not be permitted
to engage in additional employment or like obligations, unless otherwise agreed to by the Company in writing.


 


3.2       You
acknowledge and agree that your execution and delivery of this offer letter and the fulfillment of the terms hereof (i) will not conflict
with any agreement or undertaking by which you are bound; and (ii) will not require the consent of any person or entity.


 


3.3       In
signing this offer letter you undertake to: (i) perform the duties assigned to you with integrity, diligence, and as a fiduciary of the
Company; (ii) act according to the Company’s procedures, as will be brought to your attention from time to time; (iii) immediately
notify the Company in writing with respect to any occupation, activity, remuneration, interaction or engagement which may pose a risk
of putting you in a conflict of interests with your position in the Company and/or with your obligations towards the Company; and (iv)
immediately notify the Company in writing about any possibility of detriment to the Company’s interests, including the interests
of any of its employees and/or managers, which may come to your attention.


 


4.       Confidentiality,
Invention Assignment and Non-Competition:


 


As a Company employee you
will be expected to abide by all Company policies and procedures, and sign and comply with Company’s Confidentiality and Invention
Assignment Agreement (“CIAA”) attached hereto as Exhibit B. This Agreement prohibits, both during and after
your employment with the Company, unauthorized use or disclosure to anyone outside of the Company and any of its subsidiaries or authorized
affiliates of the proprietary or trade secret information of the Company, its customers and its clients, as well as the disclosure to
the Company of the proprietary or trade secret information of any third party. In addition, this Agreement provides for the assignment
of employee inventions to the Company and prohibits employees for a period of 12 months after their employment to induce employees or
consultants to sever their relationship with the Company. Of course, this description is only a summary and the CIAA itself will govern
your actual obligations. 


 


 


 






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5.       Term
of and Termination of Employment:


 


The following sets forth the
term of your employment and the conditions of termination, if you or the Company decides to terminate your employment.


 


5.1       Term
– By signing this offer letter, you understand and agree that your employment with the Company is terminable at-will, that is your
employment is not for any specified duration and may be terminated by you or the Company, at any time, with or without cause, subject
to the advance notice requirement set forth in Section 5.2, below. You further irrevocably waive any right you may have to receive explanations
regarding the circumstances of your termination and hereby represent and acknowledge that your remuneration hereunder is sufficient consideration
for such irrevocable waiver.


 


5.2       Advance
Notice – You or the Company may terminate this agreement at any time by providing 150 days advanced written notice. The
Company may terminate your employment with a shorter notice period provided that you receive salary for the complete advance notice period.
During any of the above notice periods, you shall continue to render services to the Company until the termination of a notice period,
and cooperate with the Company as required.


 


5.3       Benefits
upon Termination of Employment – If you decide to voluntarily leave the Company or if the Company terminates your employment
other than "For Cause" (as defined in Section 5.4), you will be entitled to receive ownership of your Savings Fund and the Company
will release to you the amounts accrued on your behalf in the Severance Fund (subject to restrictions provided under the “Benefit
Plan” heading above).


 


5.4       Termination
for Cause – If the Company terminates your employment for reasons which are considered “For Cause” (as defined
below), this offer letter will terminate immediately without the need to provide you with any advance notice prescribed in Section 5.2,
above, and you will forfeit all rights (e.g. stock options, Benefit Plan, etc.) which you have accrued, to the maximum extent
permitted under Israeli law, including sections 16 and 17 of the Severance Law. For the purposes of this offer letter, the term “For
Cause” will mean if: (i) you materially breach this agreement (including the Exhibits); (ii) you grossly fail in the performance
of your duties; (iii) you act in bad faith or breach of trust towards the Company; (iv) you engage in fraud or willful misconduct, (v)
you perform and act with the intention of harming the Company or any of its affiliates; (vi) you are convicted of a criminal act involving
moral turpitude; (vii) you embezzle funds of the Company, its affiliates, or clients; or (viii) you have performed any act that entitles
the Company legally to dismiss you without paying you severance pay in connection with such dismissal.


 


5.5       Orderly
Transition – You undertake that in the event you cease to work for the Company, for any reason whatsoever, you will transfer,
in an organized manner and according to the procedures determined by the Company, your position and the documents and projects which you
are dealing with or are in your possession or under your control at such time, to whomever the Company shall determine, in a manner which
will enable that person to responsibly perform the duties that you had been performing such that no damage will be caused to the Company.


 


5.6       Prevention
of Sexual Harassment Law - You confirm that you have received the Prevention of Sexual Harassment Law at Work (attached hereto
as Appendix C to this Agreement), you have read it, you declare that you have understood its contents, and you undertake to act in accordance
with his instructions


 


 


 


 


 


 


 


 


 






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This offer letter, along with
the Exhibits attached hereto, sets forth the terms of your employment with the Company and supersedes any prior representations or agreements,
whether written or oral. This offer letter may not be modified or amended except by written agreement, signed by you and a representative
of the Company. Your signature below will constitute your acceptance of this offer and of your agreement to its provisions.


 


We believe that you have much
to offer the Company and we look forward to your joining our team and contributing to our shared vision.


 


	 	Sincerely,
	 	 
	 	G.R.I.N Ultra Ltd.
	 	 
	 	 
	 	 /s/ Eyal Barad 
	 	Name: Eyal Barad 



 


 


I accept the Company's employment
offer in accordance with the terms of this offer letter. I acknowledge that I have reviewed and understood the terms of this offer letter
and have had the opportunity to consult counsel:


 


 


	Gabriel Yariv	 November 11, 2021	/s/ Gabriel Yariv                               
	Name	Date	Signature




 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT A


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT B


 


CONFIDENTIALITY AND INVENTION ASSIGNMENT AGREEMENT


(the "Agreement")


 


I
acknowledge that as a result of my employment, I may develop, receive, or otherwise have access to confidential or proprietary information,
which is of value to G.R.I.N Ultra Ltd. (together with any parent, affiliate, or subsidiary,
the “Company”). I therefore agree, as a condition of my employment, as follows:


 


1.       Confidentiality.


 


1.1       Recognition
of Company's Rights; Nondisclosure. At all times during my employment with the Company and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company's Proprietary Information (defined below), except as such disclosure,
use or publication may be required in connection with my work for the Company, or unless an officer of the Company expressly authorizes
such in writing or unless such information becomes public knowledge. I will obtain the Company's written approval before publishing or
submitting for publication any material (written, verbal, or otherwise) that relates to my work at the Company and/or incorporates any
Proprietary Information. I hereby assign to the Company, without any further royalty or payment, any rights I may have or acquire in such
Proprietary Information and recognize that all Proprietary Information shall be the sole property of the Company and its assigns.


 


1.2       Proprietary
Information. The term "Proprietary Information" shall mean any and all confidential and/or proprietary knowledge, data or
information of the Company. By way of illustration but not limitation, "Proprietary Information" includes (a) trade secrets,
inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements,
discoveries, developments, designs and techniques (hereinafter collectively referred to as "Inventions"); and (b) information
regarding plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information regarding the skills and compensation of other employees of the
Company. Notwithstanding the foregoing, it is understood that, at all such times, I am free to use information which is generally known
in the trade or industry, which is not gained as result of a breach of this Agreement, to whatever extent and in whichever way I wish.


 


1.3       Third
Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties confidential
or proprietary information ("Third Party Information") subject to a duty on the Company's part to maintain the confidentiality
of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third
Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need to know such information
in connection with their work for the Company) or use, except in connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.


 


1.4       No
Improper Use of Information of Prior Employers and Others. During my employment by the Company, I will not improperly use or disclose
any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation of confidentiality,
and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any
other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer or person.


 


1.5       No
Expectation of Privacy. I recognize and agree that I have no expectation of privacy with respect to the Company's telecommunications,
networking, or information processing systems (including, without limitation, stored computer files, email messages and voice messages)
and that my activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.


 


2.       Assignment
of Inventions.


 


2.1       Proprietary
Rights. The term "Proprietary Rights" shall mean:


 


(i)       patents,
whether in the form of utility patents or design patents and all pending applications for such patents;


 


 


 


 






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(ii)       trademarks,
trade names, service marks, designs, logos, trade dress, and trade styles, whether or not registered, and all pending applications for
registration of the same;


 


(iii)       copyrights
or copyrightable material, including but not limited to books, articles and publications, whether or not registered, and all pending applications
for registration of the same;


 


(iv)       inventions,
research records, trade secrets, confidential information, product designs, engineering specifications and drawings, technical information,
formulae, customer lists, supplier lists and market analyses;


 


(v)       computer
programs, including, without limitation, computer programs embodied in semiconductor chips or otherwise embodied, and related flow-charts,
programmer notes, updates and data, whether in object or source code form; and


 


(vi)       all other intellectual property rights throughout the world.


 


2.2       Inventions
Retained and Licensed. I represent that I have assigned to the Company all inventions, original works of authorship, developments,
improvements, and trade secrets which were made by me prior to my employment with the Company (collectively referred to as Prior Inventions),
which belong to me and which relate to the Company’s proposed business, products or research and development. I hereby represent
and undertake that none of my previous employers or any entity with whom I was or am engaged, has any rights in the Prior Inventions.


 


2.3       Assignment of Inventions.
Subject to Sections 2.4 below, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first
reduced to practice or first fixed in a tangible medium, as applicable) to the Company all my right, title and interest in and to any
and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable or registrable under copyright or similar
statutes, made or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment
with the Company. Inventions assigned to the Company, or to a third party as directed by the Company pursuant to this Section 2,
are hereinafter referred to as "Company Inventions." I will promptly disclose and describe to the Company all Inventions which
I may solely or jointly conceive, develop, or reduce to practice during the period of my service with the Company (i) which relate to
the Company’s business or actual or demonstrably anticipated research or development, (ii) which are developed in whole or in part
on the Company's time or with the use of any of the Company's equipment, supplies, facilities or trade secret information, or (iii) which
result directly or indirectly from any work I performed for the Company. I agree to assign and do hereby assign to the Company or its
designee(s) all my right, title and interest worldwide in such Company Inventions and in all intellectual property rights based upon such
Inventions. Without limitation of any of the other provisions of this agreement, I irrevocably confirm that the consideration explicitly
set forth in my employment agreement is in lieu of any rights for compensation that may arise in connection with the Company Inventions
under applicable law and waive any right to claim royalties or other consideration with respect to any Company Invention, including under
Section 134 of the Israeli Patent Law – 1967, and hereby waive any rights I may have with respect thereto.


 


2.4       Government or Third
Party. I also agree to assign all my right, title and interest in and to any particular Company Invention to any third party, including
without limitation government agency, as directed by the Company.


 


2.5       Works for Hire.
I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of my employment
and which are protectable by copyright are the property of the Company pursuant to applicable copyright law.


 


2.6       Assignment
or Waiver of Moral Rights. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes
all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral
rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and to
the extent the following is allowed by the laws in the various countries where Moral Rights exist, I hereby waive such Moral Rights and
consent to any action of the Company that would violate such Moral Rights in the absence of such consent.


 


 


 


 






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2.7       Enforcement of Proprietary
Rights.


 


2.7.1       I
will assist the Company in every proper way to obtain, and from time to time enforce, any Proprietary Rights relating to Company Inventions
in any and all countries. To that end I will execute, verify and deliver such documents and perform such other acts (including appearances
as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining and enforcing
such Proprietary Rights and the assignment thereof. In addition, I will execute, verify and deliver assignments of such Proprietary Rights
to the Company or its designee. My obligation to assist the Company with respect to Proprietary Rights relating to such Company Inventions
in any and all countries shall continue indefinitely beyond the termination of my employment, but the Company shall compensate me at a
reasonable rate after my termination for the time actually spent by me at the Company's request on such assistance.


 


2.7.2       In
the event the Company is unable for any reason, after reasonable effort, to secure my signature on any document needed in connection with
the actions specified in the preceding paragraph, I hereby irrevocably designate and appoint the Company and its duly authorized officers
and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act for and in my 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 me. I hereby waive and quit claim to the Company any and all claims, of any nature whatsoever,
which I now or may hereafter have for infringement of any Proprietary Rights assigned hereunder to the Company.


 


3.       Records.


 


I
agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required
by the Company) of all Proprietary Information developed by me and all Inventions made by me during the period of my employment at the
Company, which records shall be available to and remain the sole property of the Company at all times.


 


		4.	Competitive Activities.



 


4.1       During
the term of this Agreement and for a period of two (2) months from the date of termination of this Agreement for any reason (“the
Termination Date”), I will not directly or indirectly:


 


(i)        carry on or hold
an interest in any company, venture, entity or other business (other than a minority interest in a publicly traded company) which directly
competes with the products or services, or demonstrably anticipated future products or services, of the Company, (“a Competing Business”)
(including, without limitation, as a shareholder);


 


(ii)       act
as a consultant or employee or officer or in any managerial capacity in a Competing Business or supply in direct competition with the
Company restricted services to any person who, to my knowledge, was provided with services by the Company any time during the twelve (12)
months immediately prior to the Termination Date;


 


(iii)       solicit,
canvass or approach or endeavor to solicit, canvass or approach any person who, to my knowledge, was provided with services by the Company
at any time during the twelve (12) months immediately prior to the Termination Date, for the purpose of offering services or products
which directly compete with the services or products supplied by the Company at the Termination Date; or


 


(iv)       employ,
solicit or entice away or endeavor to solicit or entice away from the Company any person employed by the Company any time during the twelve
(12) months immediately prior the Termination Date with a view to inducing that person to leave such employment and to act for another
employer in the same or a similar capacity.


 


 


 


 






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4.2       I
acknowledge that my Salary includes a payment to me for my undertaking the non-competition obligations set forth in this Section 4. Without
limitation of any of the other provisions of this Agreement, I irrevocably confirm that the consideration explicitly set forth in my employment
agreement is in lieu of any rights for additional compensation that may arise in connection with my non-competition obligations.


 


5.       No
Conflicting Obligation.


 


I
represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement
to keep in confidence information acquired by me in confidence or in trust prior to my employment by the Company. I have not entered into,
and I agree I will not enter into, any agreement either written or oral in conflict herewith.


 


6.       Return
of Company Documents.


 


When
I leave the employ of the Company, I will deliver to the Company any and all drawings, notes, memoranda, specifications, devices, formulas,
and documents, together with all copies thereof, and any other material containing or disclosing any Company Inventions, Third Party Information
or Proprietary Information of the Company.


 


7.       Notification
of New Employer.


 


In
the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of my rights and obligations
under this Agreement.


 


8.       General
Provisions.


 


8.1       Severability.
In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If moreover, any one or more
of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope,
activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable
law as it shall then appear.


 


8.2       Successors
and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives and will be for
the benefit of the Company, its successors, and its assigns.


 


8.3       Survival.
The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement by the Company to
any successor in interest or other assignee; provided, however, that the provisions of Section 4 of this Agreement shall remain in full
force and effect only for the period of time detailed therein.


 


8.4       Waiver.
No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by the Company
of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required to give notice
to enforce strict adherence to all terms of this Agreement.


 


8.5       Assignment.
This Agreement may be assigned by the Company. I may not assign or delegate my duties under this Agreement without the Company’s
prior written approval.


 


 


 


 






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8.6       Entire
Agreement. The obligations pursuant to Sections 1, 2 and 4 of this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as a consultant if no other agreement governs nondisclosure and assignment of inventions
during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof
and supersedes and merges all prior discussions or agreements between us with respect to the subject matter hereof.


 


8.7       Modifications.No
modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing
and signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will not affect the validity
or scope of this Agreement.


 


8.8       Injunction.
I agree that it would be difficult to measure damage to the Company from any breach of mine of the promises set forth in Sections 1, 2,
3 and 4 hereof, and that injury to the Company from any such breach would be impossible to calculate, and that money damages would therefore
be an inadequate remedy for any such breach. Accordingly, I agree that if I breach any provision of Sections 1, 2, 3 and 4 hereof, the
Company will be entitled, in addition to all other remedies it may have, to an injunction or other appropriate orders to restrain any
such breach by me without showing or proving any actual damage sustained by the Company.


 


8.9       Governing
Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Israel, without giving effect
to the rules respecting conflict-of-law.


 


This Agreement shall be effective
as of the first day of my employment with the Company.


 


I HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND
ITS TERMS.


 


/s/ Gabriel Yariv                          


Name:    Gabriel
Yariv                                                                             Date:
   November 11, 2021


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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EXHIBIT C


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






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