Exhibit 10.39


 


Unofficial English
Translation from Hebrew


 


AGREEMENT
FOR PROVISION OF SERVICES


  


Drawn
up and signed at Herzliya on the 30th day of September 2015


 


between


   


	 	Wize
Pharma Ltd 	 
	 	Company
Number 520033259 	 
	 	Of
2 Hamenofim Street, Herzliya, 4672553	 
	 	(“the
    company”)	 


   


of
the one part; 


 


and


   


	 	N.
Danenberg Holdings (2000) Ltd 	 
	 	Company
Number: 512950981	 
	 	Of
4 Borochov Street, Hod Hasharon	 
	 	(“the
consulting company”)
	


  


of
the other part; 


   


(hereinafter
jointly: “the parties”)


  


		Whereas	It
                                         has been agreed between the parties that the company will receive the services from the
                                         consulting company through Mr Noam Danenberg, I.D. XXXXX, of 4 Borochov Street, Hod
                                         Hasharon (“Danenberg”), comprehensive strategic consulting services
                                         to the company (“the services”), on the terms of this agreement;



 


		And
                          whereas	The
consulting company is providing the company with the services, through Danenberg, on the terms of this agreement;



 


		And
                          whereas	Danenberg
has the experience, professional expertise and qualifications required to provide the services under this agreement;



 


		And
                          whereas	The
parties wish to reduce to writing and record the terms of the contractual relationship between them






  



     


     


    

 


Now
therefore it has been declared, stipulated and agreed between the parties as follows: 


 


		1.	Preamble
                                         and interpretation 



 


		1.1.	This
                                         agreement has been divided into clauses and headings have been given to clauses for reference
                                         purposes only, and they are not to be used for interpretation purposes.



 


		1.2.	The
                                         preamble to this agreement forms an integral part of the agreement.



 


		2.	Description
                                         of the services and definition of the position 



 


		2.1.	The
                                         consulting company, through Danenberg only, shall provide comprehensive strategic consulting
                                         services to the company and to all the company’s subsidiaries and/or related companies,
                                         at the company’s offices, except for meetings outside the office.



 


		2.2.	The
                                         services shall include strategic consulting in the field of business development in Israel
                                         and abroad, raising funds, etc.



 


		2.3.	Danenberg
                                         shall devote his time and energy to provision of the services, for a number of hours
                                         which shall not be less than an 80% position on average.



 


		2.4.	In
                                         his position Danenberg shall be subordinate to the CEO of the company or to whomever
                                         the company determines, and in performing his function shall act in accordance with his
                                         directions and in accordance with the policy and procedures of the company, as they shall
                                         be from time to time.



 


		3.	Undertakings
                                         by the consulting company and Danenberg



 


The
consulting company and Danenberg hereby declare and undertake, jointly and severally, towards the company as follows:


 


		3.1.	Danenberg
                                         is the sole shareholder in the consulting company and there will not be any change in
                                         the composition of the ownership of the consulting company.



 


		3.2.	The
                                         consulting company is authorized by its incorporation documents to enter into and fulfill
                                         this agreement. The consulting company has passed all the resolutions required under
                                         its incorporation documents and under any law in order to enter into this agreement.



 


		3.3.	Danenberg
                                         shall make available to the company his professional knowledge necessary for and concerning
                                         his position and shall perform his function in a dedicated and loyal manner, to the best
                                         of his ability, experience and energy and shall devote all the time and attention necessary
                                         for good and effective performance of the function.



 


		3.4.	Danenberg
                                         shall act in accordance with the company’s instructions and the directions which
                                         he shall receive from it and from anyone acting in its name or on its behalf, in a trustworthy,
                                         skilled and loyal manner and shall refrain from any act or omission which may harm the
                                         company or its good name or damage it in any way. In addition, Danenberg shall perform
                                         all the duties which have been defined for him in his position, meticulously and with
                                         discretion, and shall not exceed his powers as defined by the company or his superiors.



  



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		3.5.	From
                                         time to time Danenberg shall forward reports to the company at its request, and additional
                                         reports at his initiative, of his routine activities and of events or special difficulties
                                         which have occurred or are expected to arise in the course of performance of his function
                                         and of other information of any kind which in the circumstances of the matter should
                                         be brought before the company.



 


		3.6.	The
                                         signatory and/or signatories of this agreement on behalf of the consulting company have
                                         been duly authorized and their signature binds the consulting company in this regard.



 


		3.7.	The
                                         consulting company and Danenberg declare and confirm, jointly and severally, that they
                                         are entitled to enter into this agreement and to undertake all the obligations under
                                         it, that there is no restriction, by agreement or in any other manner, to either of them
                                         entering into this agreement and fulfilling all their obligations under it, and that
                                         by this contract the consulting company and/or Danenberg are not breaching any other
                                         agreement or undertaking to which either of them is or was a party.



 


		3.8.	Danenberg
                                         shall act in accordance with the provisions of any law in his position as strategic consultant
                                         to the company and/or subsidiary companies.



 


		4.	Loyalty
                                         and prohibition of conflict of interest 



 


		4.1.	During
                                         the period of Danenberg’s services the consulting company and Danenberg shall refrain
                                         from any action which is in conflict of interest with his position at the company or
                                         in competition with the company’s business. In addition, the consulting company and Danenberg
                                         shall not accept, personally or through someone on their behalf, any payment or any benefit,
                                         directly or indirectly, from anyone who has dealt, deals or wishes to deal with them
                                         on account of Danenberg’s services in the company and/or from anyone who has had, at
                                         present has or wishes to have business dealings with the company, during the period of
                                         Danenberg’s services at the company and afterwards.



 


		4.2.	The
                                         consulting company and Danenberg undertake, jointly and severally, to inform the company,
                                         immediately and without any delay, of any matter or subject in which either of them has
                                         a personal interest and/or which may create a conflict of interest with Danenberg’s functions
                                         at the company.



  



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		4.3.	By
                                         signing this agreement the consulting company and Danenberg declare, jointly and severally,
                                         that as at the date of signature of this agreement they do not have any interests or
                                         matters which may create a conflict of interest with Danenberg’s position in the company.



 


		4.4.	The
                                         consulting company and Danenberg declare that Danenberg is fit and has the skills to
                                         occupy his position and that there is no legal obstacle (including matters pending at
                                         GO.D.M., as defined below) or contractual or other obstacle to them entering into this
                                         agreement, that they are not a party to any undertaking or agreement conflicting with
                                         the provisions of this agreement, with everything that arises from it, and that in the
                                         course of Danenberg’s services at the company he will not make use of information contrary
                                         to the provisions of any agreement or undertaking.



 


		4.5.	Subject
                                         to the provisions of clause 5 below, it is hereby clarified that the company is aware
                                         that Danenberg is an interested party in GO.D.M. Investments Ltd (“GO.D.M.”)
                                         and that any action and/or contract by Danenberg with GO.D.M. shall not be deemed to
                                         be an action in conflict of interest with his position in the company or competition
                                         with the company’s business and does not create a conflict of interest with Danenberg’s
                                         functions at the company, provided that there shall not be direct competition with the
                                         company’s activities.



 


		5.	Demarcation
                                         of activities and services



 


		5.1.	Danenberg
                                         is one of the controlling shareholders of GO.D.M. and is a signatory of a demarcation
                                         of activities procedure document at GO.D.M.



 


		5.2.	The
                                         services which the consulting company shall provide to the company are solely and exclusively
                                         consulting services which do not concern the field of activity of GO.D.M., as defined
                                         below:



 


“field
of activity of GO.D.M.” in this clause and as defined in GO.D.M.’s demarcation of activities procedure document –
activity in the field of repositioning of drugs and/or in other fields which compete with drugs which shall be developed from
time to time by GO.D.M


 


		5.3.	During
                                         the period of this agreement Danenberg shall not directly or indirectly engage in GO.D.M.’s
                                         field of activity and Danenberg is solely responsible for reporting to the CEO of the
                                         company and/or the chairman of the board of directors about any concern regarding breach
                                         of the demarcation of activities procedure document to which he is a signatory at GO.D.M.,
                                         and the aforesaid is a fundamental term of the agreement.



  



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		6.	The
                                         period of the contractual relationship



 


		6.1.	The
                                         date of commencement of the contractual relationship under this agreement is 29 April
                                         2015 (“date of commencement of the contractual relationship”) and the
                                         date of termination of the contractual relationship is 28 April 2018.



 


		6.2.	The
                                         coming into effect of this agreement is subject to receipt of the approval of the competent
                                         organs of the company.



 


		6.3.	Each
                                         of the parties shall be permitted to terminate the contractual relationship under this
                                         agreement by 90 calendar days’ advance written notice. It is clarified and agreed that
                                         on termination of the contractual relationship the consulting company and/or Danenberg
                                         shall not be entitled to any compensation, payment or other consideration except as stated
                                         in this agreement.



 


		6.4.	Notwithstanding
                                         the aforesaid, the company shall be permitted to terminate the contractual relationship
                                         under this agreement immediately and without any advance notice and without any compensation
                                         in one (or more) of the circumstances specified below



 


		6.4.1.	Commission
                                         of a criminal offence related to the relations between the parties under the agreement,
                                         breach of duties of trust or harm to the company, its funds, property, assets, employees
                                         or customers by the consulting company and/or Danenberg



  


		6.4.2.	A
                                         receiver and/or manager and/or liquidator and/or provisional liquidator and/or trustee
                                         and/or any other official appointed on behalf of creditors has been appointed for the
                                         consulting company and/or its property or part thereof, or an application for such an
                                         appointment has been filed or an application for liquidation has been filed or a receivership
                                         order or liquidation order has been granted or an arrangement with creditors has been
                                         made.



 


		6.4.3.	Danenberg
                                         has ceased to be a controlling shareholder in the consulting company.



 


		6.4.4.	In
                                         other circumstances which would deprive him of severance pay by law if Danenberg were
                                         an employee of the company (which is not so).



  



    	 	5	 



     


    

 


		7.	Consulting
                                         fees, refund of expenses, grant and capital remuneration 



 


The
company hereby undertakes to pay the consulting company the amounts stated below, cumulatively:


 


		7.1.	Consulting
                                         fees 



 


		7.1.1.	The
                                         consulting fees under this agreement, for full performance of the services to their full
                                         extent, shall be in the total sum of NIS 25,000 (“the consulting fees”),
                                         against a tax invoice in accordance with the law which the consulting company shall submit.
                                         The consulting fees shall be paid by the company not later than ten days from the date
                                         of issue of the aforesaid invoice. The consulting company undertakes to submit the tax
                                         invoices to the company not later than the 5th day of each calendar month for the preceding
                                         month.



 


		7.1.2.	The
                                         consulting company alone is responsible for payment of Danenberg’s salary, for contributions
                                         for him and for his social and/or other rights as an employee under any law and/or under
                                         any collective and/or other agreement and/or arrangement. The consulting company undertakes
                                         to make payment at its expense, on time, of the salary of Danenberg who is employed by
                                         it, as agreed between him and the consulting company, and to make payment on time of
                                         all the payments and benefits required from an employer under any law, including salary,
                                         annual leave pay, sick pay, recuperation, advance notice pay and severance pay in accordance
                                         with the law and to make all the deductions, on time and in accordance with the law,
                                         which an employer is obliged to make from his employees, including income tax and national
                                         insurance deductions.



 


		7.1.3	In
                                         addition to the consulting fees, the consulting company shall be entitled to a refund
                                         of expenses from the company up to the sum of 3 thousand NIS for expenses which Danenberg
                                         incurs directly for the purpose of his position and for the purpose of his work under
                                         the provisions of this agreement (“refund of expenses”) and subject
                                         to completion of an expenses refund form to which invoices for those expenses shall be
                                         attached and subject to approval of the abovementioned form by the company’s CFO, as
                                         is customary at the company for the position of strategic consultant (including with
                                         regard to dates and manner of payment).



  



    	 	6	 



     


    

 


		7.1.4	In
                                         addition, the consulting company shall be entitled to all the usual fringe benefits permitted
                                         by the company’s remuneration policy as it shall be from time to time, such as a vehicle
                                         and vehicle expenses up to the sum of 3 thousand NIS, directors’ and officers’ insurance
                                         as it shall be at the company from time to time, Internet, mobile telephone, undertaking
                                         to indemnify and exemption, professional training, newspapers and professional literature.
                                         The cost of these fringe benefits shall not exceed 45% of the cost to the company of
                                         the consulting fees paid to the consulting company.



 


		7.1.5	In
                                         addition, the consulting company shall be entitled to a refund of expenses which it incurs,
                                         in Israel and abroad, including foreign travel expenses and entertainment expenses in
                                         connection with Danenberg’s position, in the sum of up to 10 thousand US dollars per
                                         year, subject to the company’s foreign travel policy as it shall be from time to time.
                                         In addition, the consulting company may receive festival gifts, holiday, meals, parking
                                         arrangements, team-building days, etc., from the company, in the manner which is customary
                                         at the company.



  


		7.2	Update
                                         to consulting fees subject to meeting targets



 


The
consulting fees may be updated, subject to the remuneration committee’s discretion and to meeting the targets which shall be set
as stated below:


 


		7.2.1	For
                                         raising capital and/or financing for the company in a cumulative amount of at least NIS
                                         six (6) million, the consulting company shall be entitled to a one-time increase at the
                                         rate of 10% of the consulting fees.



 


		7.2.2	For
                                         meeting all the targets as stated in clauses 7.2.2.1 to 7.2.2.3 below, cumulatively,
                                         the consulting company shall be entitled to a one-time increase at the rate of 10% of
                                         the consulting fees:



 


		7.2.2.1	Entering
                                         into a marketing and distribution agreement for the company’s products in four
                                         (4) new countries, during 2016 and until the end of the first quarter of 2017.



  



    	 	7	 



     


    

 


		7.2.2.2	Increase
                                         of 20% in the company’s sales, in each quarter from the third quarter of 2016 until
                                         the end of the first quarter of 2017.



 


		7.2.2.3	Total
                                         sales of at least 250 thousand US dollars by the end of the first quarter of 2017.



 


		7.2.2.4	Alternatively,
                                         if the consulting company does not meet the target stated in clause 7.2.2.1 above, the
                                         target period as stated in clause 7.2.2.1 above shall be extended until the end of 2017,
                                         provided that the total sales until the end of 2017 shall be in the sum of at least 1
                                         million US dollars.



 


		7.2.3	For
                                         completion of a Phase 2 clinical trial for treatment of chalasis by the company and/or
                                         through a third party, the consulting company shall be entitled to a one-time increase
                                         at the rate of 10% of the consulting fees.



 


		7.3	Grant



 


		7.3.1	In
                                         addition to the consulting fees as stated above, the consulting company shall be entitled
                                         to a grant of up to 0.5% of the consideration for the company and/or a subsidiary of
                                         the company entering into a material transaction, such as sale of a subsidiary, sale
                                         of operations, sale of assets related to the field of operation, sale of shares, merger
                                         of the company, the company’s entry into an out license agreement, raising capital and/or
                                         financing for the company, etc. (“the annual grant”).



 


		7.3.2	The
                                         ceiling for the annual grant, together with the reward for a securities offering of a
                                         subsidiary company as stated in clause 7.5 below, shall not in any financial year exceed
                                         a cumulative sum of NIS eight (8) million to all the company officers.



 


		7.4	General
                                         provisions 



 


		7.4.1	The
                                         board of directors of the company may reduce the grant, entirely or partially, in its
                                         discretion.



  



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		7.4.2	The
                                         consulting company shall repay the company the grant amount or part thereof if it becomes
                                         evident that the calculation of the grant was done on the basis of data which turned
                                         out to be erroneous and which were presented anew in the company’s financial statements
                                         during a period of three financial statements two consecutive years after the date of
                                         approving the grant. The repayment amount shall be the part of the grant which was paid
                                         as a result of the aforesaid error. It is clarified that the aforesaid shall not apply
                                         to presentation anew due to change of standardization or accounting rules.



 


		7.4.3	If
                                         the consulting company is entitled to the grant as stated in clauses 7.3 and/or 7.5 of
                                         this agreement, and if the consulting company provides services to the company for only
                                         part of any year, the consulting company shall be entitled to the grant for the part
                                         of the year for which it provided services to the company. The consulting company shall
                                         only be entitled to payment of the grant if it has provided services to the company continuously
                                         for at least half a year before the determining date for calculation of the entitlement
                                         to the grant. If a continuous half-year has not yet elapsed as aforesaid, the right to
                                         payment of the grant shall be accumulated for the next year.



 


		7.5	Offering
                                         of a subsidiary



 


Upon
the securities offering of a subsidiary of the company the consulting company shall be entitled to a grant of up to 0.5% of the
company’s holdings in the shares of the subsidiary after the offering, which was completed during Danenberg’s period of service
or after Danenberg’s period of service, if the offering transaction commenced during Danenberg’s period of service.


  


		7.6	Company
                                         officers’ insurance and indemnity



 


		7.6.1	The
                                         company undertakes to take action to insure the consulting company and Danenberg, at
                                         its expense, with directors’ and officers’ liability insurance, on the terms and in the
                                         amounts customary at the company and as shall be approved from time to time by the general
                                         meeting of the company.



 


		7.6.2	In
                                         addition, the company shall indemnify the consulting company and Danenberg in advance
                                         as is customary at the company, subject to the provisions of the company’s articles and
                                         the applicable law.



   



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		7.7	The
                                         consulting fees and the other payments expressly stated in this clause 7 are final and
                                         include any consideration which shall be due to the consulting company at any time for
                                         and in connection with provision of the services under this agreement and the consulting
                                         company shall not be entitled to any additional consideration of any kind for provision
                                         of the services under this agreement.



 


		7.8	The
                                         consulting fees shall be paid by the 15th of the month following the month for which
                                         the services were provided, after deduction of withholding tax (if necessary) and deduction
                                         of any other tax and/or levy required by law. The consulting company shall furnish the
                                         company with a valid certificate from the assessing officer regarding the tax rates for
                                         the purpose of withholding tax, and a certificate of proper bookkeeping.



 


		7.9	To
                                         remove doubt, it is clarified and agreed that non-provision of the services for 10 days’
                                         leave per year to which the consultant is entitled from the consulting company and/or
                                         sick leave days to which the consultant is entitled from the consulting company by law
                                         shall not be deemed to be breach of this agreement and shall not reduce the consulting
                                         fees.



 


		7.10	VAT
                                         in accordance with the law shall be added to all the payments as stated in this clause
                                         7 above. The consulting company alone shall be liable for any payment of tax or levy
                                         on the consulting company’s income under this agreement.



 


		7.11	Notwithstanding
                                         the aforesaid, all the provisions of this clause 7 above shall be subject to the provisions
                                         of the company’s officers’ remuneration policy, as it shall be from time to time.



 


		8.	Absence
                                         of employer-employee relations 



 


		8.1.	The
                                         consulting company and/or Danenberg declare that they are aware that this agreement is
                                         an agreement for the provision of services only, and that it does not create employer-employee
                                         relations between the company and the consulting company and/or Danenberg and it does
                                         not give the consulting company and/or Danenberg any rights except those specified in
                                         this agreement.



 


		8.2.	The
                                         responsibility for employing Danenberg rests with the consulting company alone, including
                                         payment of all his rights, including minimum wage and social benefits, income tax, national
                                         insurance, health tax and any payment for severance pay and/or compensation in the event
                                         of a work accident (Heaven forbid). The company shall be entitled to demand evidence
                                         of making such payments from the consulting company.



  



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		8.3.	The
                                         consulting company and Danenberg undertake that they will not sue the company on any
                                         grounds in connection with employer-employee relations between the company and the consulting
                                         company and/or Danenberg and that if they do so, or if the company incurs additional
                                         expenses beyond those stated in this agreement, arising from a finding that employer-employee
                                         relations existed between it and the consulting company and/or Danenberg during the period
                                         of the contractual relationship under this agreement, they shall indemnify the company,
                                         jointly and severally, upon its first demand to do so, for any expense caused to it by
                                         or in connection with such a claim, including advocates’ fees.



 


		8.4.	Without
                                         derogating from the generality of the aforesaid, it is hereby agreed that the consulting
                                         company and/or Danenberg shall not be entitled to severance pay and/or any other payment
                                         and/or other consideration from the company arising from employer-employee relations
                                         or their termination and/or any social benefits from the company during the period of
                                         the contractual relationship under this agreement and after its termination.



 


		8.5.	Without
                                         derogating from the generality of the aforesaid, if for any reason it is found by a competent
                                         authority, including by a judicial body, that the consulting company and/or Danenberg
                                         are employees of the company, or that either of them is entitled to the rights of an
                                         employee or if the company incurs additional expenses beyond those stated in this agreement,
                                         arising from a finding that employer-employee relations existed between it and the consulting
                                         company and/or Danenberg during the period of the contractual relationship under this
                                         agreement, the following provisions shall apply:



 


		8.5.1.	The
                                         consideration paid to the consulting company from the commencement of the contractual
                                         relationship between the parties shall be replaced by consideration reduced (gross) by
                                         50% and in this case the consulting company and/or Danenberg shall be deemed to be entitled
                                         to only the reduced consideration (gross), retroactively from the date of commencement
                                         of the contractual relationship between the parties (that is to say, consideration which
                                         is 50% of the consideration which was actually paid).



 


		8.5.2.	The
                                         consulting company and Danenberg, jointly and severally, shall be obliged to repay the
                                         company any amount which was paid from the date of commencement of the contractual relationship
                                         and was paid above the reduced consideration, linked to the consumer price index (base
                                         index: the index known on the date of any payment; new index: the index known on the
                                         date of actual repayment) and with linked monthly interest differentials at the rate
                                         of 4% per year. The company may set off these surplus amounts against any amount due
                                         by it to the consulting company and/or Danenberg or anyone claiming under them.



  



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		8.6.	It
                                         is hereby clarified that the declarations and undertakings of the consulting company
                                         and/or Danenberg in this clause 8 above are a fundamental term of the company’s contract
                                         with the consulting company and that in the consideration which the consulting company
                                         shall receive under this agreement the above declarations and undertakings were taken
                                         into account. The consulting company and Danenberg declare that they are aware that the
                                         consideration under this agreement already includes all the salary cost if Danenberg
                                         had been employed as a salaried employee of the company, including salary, social contributions,
                                         severance pay, recuperation pay, annual leave, national insurance payments, etc. It is
                                         also clarified that the manner of contracting set out in this agreement arose from Danenberg’s
                                         express request, with all that this involves, and despite the fact that he was offered
                                         the opportunity to be a salaried employee of the company.



 


		9.	Non-competition,
                                         non-solicitation, maintenance of confidentiality and intellectual property rights 



 


		9.1.	Without
                                         derogating from the obligations of the consulting company and Danenberg under clauses
                                         2, 3 and 4 and 5 above, during the entire period of the contractual relationship with
                                         the company and for a period of 12 months from the date on which the contractual relationship
                                         ends, the consulting company and Danenberg undertake not to compete with the company
                                         and not to place themselves in the position of an interested party in a transaction which
                                         competes with the company, all whether directly or indirectly. During this period the
                                         consulting company and Danenberg undertake not to solicit and/or cause any of the company’s
                                         customers and/or suppliers and/or employees to terminate their relationship with the
                                         company.



 


		9.2.	During
                                         and after the period of the contractual relationship under this agreement, for an unlimited
                                         time, the consulting company and Danenberg undertake not to convey and not to make use
                                         of information which has come to their knowledge about the company, including any subsidiary
                                         of the company, holding company or related company (all hereinafter in this sub-clause:
                                         “the company”) or of information which has reached them in the course
                                         of the contractual relationship with the company or in connection with the company and
                                         its business and which is not common knowledge, including anything relating to the financial
                                         operations and results of the company, customer list, suppliers, agents of the company,
                                         etc. In addition they undertake to maintain confidentiality in everything concerning
                                         the company’s business and affairs and not to harm the company’s reputation
                                         in any way. The duty of confidentiality also applies to the contents of this agreement,
                                         except reports required under any law.



  



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		9.3.	In
                                         addition, the consulting company and Danenberg undertake to keep confidential and not
                                         to disclose, show or convey, either during the period of this agreement or for an unlimited
                                         time afterwards, to any person or body, trade secrets or other secrets of the company
                                         or information about the company or directly or indirectly related to the company, its
                                         management, property, business and affairs, customers, suppliers, the people or bodies
                                         connected with it or who come into contact with it, including, but without derogating
                                         from the generality of the aforesaid, processes of manufacture, know-how methods, prices,
                                         calculations, terms of agreements by which the company is bound, memoranda, records,
                                         reports, summaries, plans, diagrams, letters or other documents of the company ("the
                                         documents"), whether the secrets, information or documents reached him as a
                                         result of his engagement by the company or came to his knowledge in any other manner,
                                         whether the documents were drawn up by him or by others. The consulting company and Danenberg
                                         hereby confirm that they do not and shall not have any claims to copyright in the documents
                                         or any other claims of any kind with regard to the aforesaid documents, secrets or information
                                         and that the documents, including all the copyrights in them, and all the secrets and
                                         information, as aforesaid, are the sole property of the company, and the consulting company
                                         and Danenberg do not and shall not have any claims of any kind with regard to them or
                                         arising from them, and they shall not make use of them or of any part of them, including
                                         copying all or some of the documents, in the course of the services which they provide
                                         at the company.



 


In
this sub-clause "secrets" includes information concerning salary, grants and other benefits paid or transferred to the
consulting company and Danenberg by the company, the terms of this services agreement at the company and details of Danenberg's
work at the company.


 


		9.4.	We
                                         are aware that the company is a public company and that any use of information as stated
                                         in clauses 9.2 and 9.3 above, including performing any transaction in the company's securities
                                         on the basis of the information and including conveying the information to a third party
                                         who may make prohibited use thereof, is likely to be an offence under Section 52B of
                                         the Securities Law, 5728-1968.



 


		9.5.	All
                                         the intellectual property rights of any kind, any copyright, moral right, invention,
                                         patent, trade secret, innovation, idea, design, process, development, improvement, work,
                                         formula, code, conclusion, discovery, finding, etc. ("intellectual property rights")
                                         arising from or created by the consulting company and/or Danenberg or by their subordinates
                                         during the contractual relationship with the company or as a result of the contractual
                                         relationship with it are the sole property of the company, and the consulting company
                                         and Danenberg hereby assign any intellectual property right to the company and waive
                                         any financial right, including benefits, if and to the extent that they would have been
                                         entitled to it under the Patents Law, 5727-1967 (including Section 134 thereof) or under
                                         any other law, all this without any further consideration.



 


		10.	Transfer
                                         of obligations and rights 



 


		10.1.	The
                                         consulting company and/or Danenberg shall not be permitted to convey, assign, transmit
                                         or transfer to another, directly or indirectly, their obligations and/or rights under
                                         this agreement, and performance of the services, without receiving the company’s
                                         advance written authorization.



 


		10.2.	During
                                         the period of the services Danenberg undertakes that control of the consulting company
                                         will not be transferred to a third party.



 


		11.	Arbitration



 


In
any case where disputes and/or differences of opinion arise between the parties in any matter concerning the entry into and/or
validity and/or breach and/or performance and/or interpretation of this agreement the parties shall refer the disputes and/or
differences of opinion for the decision of a sole arbitrator, who shall be appointed by agreement within seven (7) days by the
parties ("the arbitrator"), and if the agreed arbitrator refuses or is unable to perform his function or in the
case of lack of agreement between the parties about the identity of the arbitrator, the provisions of clause 12.6 below shall
apply.


 


		11.1.	The
                                         arbitrator shall act as sole arbitrator and his decision shall be final.



 


		11.2.	The
                                         provisions of this clause 11 shall have the same effect as an arbitration agreement between
                                         the parties and the provisions of the schedule to the Arbitration Law, 5728-1968 shall
                                         apply to the arbitration which is the subject of this agreement and to the arbitrator.



 


		11.3.	It
                                         is hereby agreed that the arbitrator's authority shall be subject to the provisions of
                                         this agreement and that the arbitrator may give interim orders and other forms of temporary
                                         relief and that he shall be subject to the substantive law but not to the laws of evidence
                                         and procedure.



  



    	 	13	 



     


    

 


		12.	Miscellaneous



 


		12.1.	Unless
                                         expressly stated otherwise in this agreement, the consulting company and/or Danenberg
                                         shall bear all the tax liabilities for any payment and/or benefit of any kind which is
                                         given by the company.



 


		12.2.	The
                                         company may set off any debt by the consulting company and/or Danenberg to it against
                                         any amount which it is obliged to pay to the consulting company.



 


		12.3.	This
                                         agreement fully and exhaustively expresses all that has been agreed upon between the
                                         parties with regard to the subjects or matters discussed in it, and replaces and revokes
                                         any representation, agreement, negotiation, practice, memorandum of understanding, proposals,
                                         discussion summaries, letters of intent and/or undertaking, and any other document, which
                                         existed or were exchanged between the parties (whether in writing or verbally) on the
                                         subjects or matters stated therein, before the signature of this agreement.



 


		12.4.	Notices
                                         in connection with this agreement shall be sent by registered post or fax or shall be
                                         delivered by hand at the parties' addresses stated in the preamble to this agreement
                                         (or any other address of which appropriate written notice shall be given), and any such
                                         notice shall be deemed to have been delivered to its addressee on the earliest of the
                                         following dates: on actual delivery thereof (or presentation to the addressee in the
                                         case of refusal to accept it), or one business day after the date of sending it by fax
                                         or three (3) business days after the date of handing it in for delivery by registered
                                         post, except a notice of change of address, which shall only be deemed to have been delivered
                                         on actual delivery thereof to the addressee.



 


		12.5.	Any
                                         alteration and/or cancellation of any of the provisions of this agreement shall only
                                         be done in a written document, which shall be signed by both parties and shall be subject
                                         to receipt of all the authorizations required by law.



 


		12.6.	It
                                         is hereby expressly agreed between the parties that, subject to the provisions of clause
                                         11 above, the substantive law which shall apply concerning the subjects and matters arising
                                         from or relating to this agreement is the law of the State of Israel, and the competent
                                         Court in Tel Aviv-Jaffa shall have sole and exclusive jurisdiction concerning the subjects
                                         and matters arising from or relating to this agreement.



  



    	 	14	 



     


    

 


In
witness whereof the parties have signed: 


   


	/s/ Or Eisenberg	 	/s/ Noam Danenberg
	Wize
Pharma Ltd	 	N. Danenberg Holdings (2000) Ltd






 


	 	Per:	Noam Danenberg
	 	Position:
	Director
	 	I.D.	XXXXX






 


I
have read the agreement, have understood its contents and I agree to all that is stated in it, including my personal declarations
and undertakings under it, and I guarantee their fulfillment.


  


	 	Noam
Danenberg
	 	/s/ Noam
Danenberg



  


 


15