Exhibit 10.38


 


Unofficial English Translation from Hebrew


 


AGREEMENT


 


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


 


between


 





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




 


of
the one part


 


and


 





	 	Mr Or
    Eisenberg	 
	 	I.D.
XXXXX	 
	 	Of 2 Wissotzky
    Street, Tel Aviv-Jaffa	 
	 	(“the
    manager”)	 




 


of
the other part


 


(hereinafter
jointly: “the parties”)


 


	Whereas	The
                                         manager declares that he has the knowledge, experience and qualifications to hold the
                                         position of CFO of the company, as set out in this agreement below;
	 	 
	And
 whereas	The
                company wishes to employ the manager and the manager wishes to be employed by the company, as set out in this
                agreement below;
	 	 
	And
 whereas	The
            parties wish to define and determine the terms of the manager’s employment by the company in this agreement



 


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 and appendices to this agreement form an integral part thereof and are binding
                                         like the other terms. 



 






     


     


    

 


		1.3.	This
                                         agreement is a personal and special agreement which regulates the relations between the
                                         company and the manager and exclusively determines the terms of the manager’s employment
                                         by the company, and therefore collective agreements and/or other collective arrangements
                                         and/or agreements between the company and other employees shall not apply to the manager.
                                         



 


	2.	Definition
                                         of the position



 


		2.1.	The
                                         manager shall serve as CFO of the company. 
	 	 	 
		2.2.	The
                                         manager shall devote maximum time and energy to performing the duties of his position,
                                         for a number of hours which shall not be less than a 100% position. The employee’s weekly
                                         rest day is Saturday.
	 	 	 
		2.3.	In
                                         his position the manager shall be subordinate to the company’s CEO or to whomever the
                                         company determines, and in performing the duties of his position 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.
	 	 	 
		2.4.	At
                                         the date of this agreement and as long as not decided otherwise by the board of directors
                                         of the company, the manager also serves as Acting CEO of the company.



 


	3.	The
                                         manager’s undertakings and declarations



 


		3.1.	The
                                         manager undertakes to perform all his duties, as shall be imposed on him from time to
                                         time, with devotion and loyalty, to use all his energy, abilities, knowledge and experience
                                         for the benefit of the company at the highest and most efficient level and as shall be
                                         determined by the company and/or its officials and to obey the instructions of the company
                                         and/or its officials concerning the manner of performing the work, the position, work
                                         arrangements, discipline and conduct. 
	 	 	 
		3.2.	To
                                         act in accordance with the instructions of the company’s CEO and/or the board of directors
                                         of the company and the directions which he receives from them, and to devote all his
                                         energy and attention to performing his duties as manager of the company in the most efficient
                                         and proper manner. 
	 	 	 
		3.3.	To
do his best to maintain good work relations and productive cooperation between himself and the company employees with whom he
is required to have work relations in the course of performing his duties at the company and to contribute, to the best of his
ability, in the course of performing his aforesaid duties, to the advancement of the company and achievement of its goals.



 






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		3.4.	The
                                         manager declares and confirms that he is entitled to enter into this agreement and to
                                         undertake all the obligations under it, that there is no restriction, by agreement or
                                         in another manner, to him entering into this agreement and fulfilling all his obligations
                                         under it, and that by this contract he is not breaching any other agreement or undertaking
                                         to which he is or was a party. 
	 	 	 
		3.5.	The
manager shall act in accordance with the provisions of any law in his position as CFO and as Acting CEO of the company and/or
subsidiary companies.



 


	4.	Loyalty
and prohibition of conflict of interest



 


		4.1.	During
                                         the period of the manager’s employment he 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, he shall not accept, personally or through someone on his behalf, any payment
                                         or any benefit, directly or indirectly, from anyone who has dealt, deals or wishes to
                                         deal with him on account of his position in the company and/or from anyone who has had,
                                         at present has or wishes to have business dealings with the company, during the manager’s
                                         period of employment and afterwards. 
	 	 	 
		4.2.	The
                                         manager undertakes to inform the company, immediately and without any delay, of any matter
                                         or subject in which he has a personal interest and/or which may create a conflict of
                                         interest with his duties at the company. 
	 	 	 
		4.3.	By
                                         signing this agreement the manager declares that as at the date of signature of this
                                         agreement he does not have any interests or matters which may create a conflict of interest
                                         with his position in the company and that he does not have any connection with any of
                                         the interested parties in the company. 
	 	 	 
		4.4.	The
                                         manager declares that he is fit and has the skills to occupy his position and that there
                                         is no legal, contractual or other obstacle to him entering into this agreement, that
                                         he is 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 his services
                                         at the company he will not make use of information contrary to the provisions of any
                                         agreement or undertaking.



 






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	5.	The
                                         period of the contractual relationship



 


		5.1.	The
                                         date of commencement of the contractual relationship under this agreement is 1 April
                                         2015 (“date of commencement of the contractual relationship”) and the
                                         date of termination of the contractual relationship is 31 March 2018. 
	 	 	 
		5.2.	The
                                         coming into effect of this agreement is subject to receipt of the approval of the competent
                                         organs of the company. 
	 	 	 
		5.3.	Notwithstanding
                                         the aforesaid, 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 manager shall not be entitled
                                         to any compensation, payment or other consideration except as stated in this agreement.
                                         
	 	 	 
		5.4.	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



 


		5.4.1.	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 manager. 
	 	 	 
		5.4.2.	Other
                                         circumstances which would deprive him of severance pay by law, including: breach of trust;
                                         the manager committed an offence of moral turpitude; a case in which the manager intentionally
                                         causes damage to the company; and a case where the manager breaches one of his undertakings
                                         regarding maintenance of confidentiality, non-competition, avoidance of conflict of interest,
                                         non-solicitation of the company’s employees and maintenance of the company’s reputation.
                                         



 






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		5.5.	In
                                         any case of termination of the manager’s employment for any reason, the manager undertakes
                                         to hand over his position in an orderly manner, devoting the necessary time to the aforesaid
                                         handover of the position, and to return to the company any document, information and/or
                                         property of the company in his possession and/or which was prepared by him in connection
                                         with the work at the company. 



 


	6.	Salary
                                         and refund of expenses



 


		6.1.	In
                                         return for his work and fulfillment of all his obligations under this agreement, the
                                         manager shall be paid a monthly salary in the sum of NIS 30,000 (gross for a full-time
                                         position) (“the monthly salary”). The monthly salary shall be paid not
                                         later than the ninth of each month for the previous month, and shall be updated in accordance
                                         with the cost-of-living allowance as it shall be from time to time under extension orders
                                         applicable to all employees in the economy. 
	 	 	 
		6.2.	It
                                         is agreed that the manager’s position is one of the senior management positions in the
                                         company, which require a special degree of personal trust, as defined in the Hours of
                                         Work and Rest Law, 5711-1951, and that it is not possible to supervise his hours of work
                                         and rest, and therefore the provisions of the Hours of Work and Rest Law, 5711-1951 do
                                         not apply to his employment, so that the remuneration paid to the manager under clause
                                         6.1 above includes the full remuneration to which the manager is entitled and constitutes
                                         full, final and complete remuneration for his work in the service of the company, including
                                         overtime work if necessary. 
	 	 	 
		6.3.	In
                                         addition to the monthly salary, the manager shall be entitled to a refund of expenses
                                         from the company for expenses which he incurs directly for the purpose of his position
                                         and for the purpose of his work under the provisions of this agreement (“refund
                                         of expenses”), 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 CEO, as is customary at the company (including with regard to dates
                                         and manner of payment). 
	 	 	 
		6.4.	In
                                         addition, the manager 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, Internet, mobile telephone, various
                                         insurances, including disability insurance, undertaking to indemnify and exemption, refunds
                                         of expenses, professional training, professional literature, bearing the cost, fully
                                         or partly, of benefits given to all the company’s employees on terms identical
                                         to the other company employees. The cost of these fringe benefits shall not exceed 45%
                                         of the cost to the company of the monthly salary paid to the manager. 



 






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		6.5.	In
                                         addition, the manager shall be entitled to a refund of expenses which he incurs, in Israel
                                         and abroad, including foreign travel expenses and entertainment expenses in connection
                                         with his 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 manager
                                         may receive festival gifts, holiday, meals, parking arrangements, team-building days,
                                         etc., from the company, in the manner which is customary at the company. 
	 	 	 
		6.6.	As
long as the manager serves as Acting CEO, he shall be entitled to receive a monthly bonus in addition to the monthly salary in
the sum of NIS 10,000 (gross) (“the monthly bonus”). The monthly bonus shall not carry any contributions or pension
rights. The date of payment of the monthly bonus is as stated in clause 6.1 above.



 


	7.	Update
                                         to monthly salary subject to meeting targets



 


		7.1.	The
                                         monthly salary may be updated, subject to the remuneration committee’s discretion and
                                         to meeting the targets which shall be set as stated below:



 


		7.1.1.	For
                                         meeting all the targets as stated in clauses 7.1.1.1 to 7.1.1.3 below, cumulatively,
                                         the manager shall be entitled to a one-time increase at the rate of up to 10% of the
                                         monthly salary:



 


		7.1.1.1.	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.
	 	 	 
		7.1.1.2.	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.
	 	 	 
		7.1.1.3.	Total
                                         sales of at least 250 thousand US dollars by the end of the first quarter of 2017.



 






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		7.1.1.4.	Alternatively,
                                         if the manager does not meet the target stated in clause 7.1.1.1 above, the target period
                                         as stated in clause 7.1.1.1 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.



 


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



 


	8.	Grant



 


		8.1.	In
                                         addition to the aforesaid, the manager shall be entitled to a grant of up to 0.25% 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”).



 


		8.2.	The
                                         ceiling for the annual grant, together with the reward for a securities offering of a
                                         subsidiary company as stated in clause 10.2 below, shall not in any financial year exceed
                                         a cumulative sum of NIS eight (8) million to all the company officers.



 


	9.	General
                                         provisions



 


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



 






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		9.3.	If
                                         the manager is entitled to the grant as stated in clauses 8 and/or 10.2 of this agreement,
                                         and if the manager works at the company for only part of any year, the manager shall
                                         be entitled to the grant for the part of the year for which he worked at the company.
                                         The manager shall only be entitled to payment of the grant if he has worked at 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.



 


	10.	Capital
                                         remuneration



 


		10.1.	In
                                         addition, subject to the existing options plan at the company, as varied from time to
                                         time, if varied, and/or subject to adoption of a new options plan in its place, if adopted,
                                         and in accordance with the provisions of any law, the company shall allocate 230,000
                                         non-negotiable options to the manager, which shall be exercisable for shares of the company
                                         (“the options”). The options shall mature and shall be exercisable for
                                         shares, in whole or in part, in a maturation period of two years, with 1/8 of the options
                                         maturing in each quarter commencing from the date of granting them, in return for payment
                                         of an exercise price in the sum of NIS 4.
	 	 	 
		10.2.	Offering
                                         of a subsidiary: Upon the securities offering of a subsidiary of the company the
                                         manager shall be entitled to a grant of up to 0.25% of the company’s holdings in the
                                         shares of the subsidiary after the offering, which was completed during the manager’s
                                         period of service or after his period of service, if the offering transaction commenced
                                         during the manager’s period of service.



 


	11.	Leave



 


		11.1.	The
                                         manager shall be entitled to 18 work days’ leave per year. The manager shall be entitled
                                         to maximum accrual of leave days under the Annual Leave Law, 5711-1951.
	 	 	 
		11.2.	Any
                                         departure on leave by the manager at his request shall be coordinated with and approved
                                         in advance by the chairman of the board of directors.



 


	12.	Sickness



 


		12.1.	The
manager shall be entitled to 18 days’ sick leave per year, up to an accrual of 90 days. 



 






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		12.2.	To
                                         remove doubt it is hereby agreed and declared that payment of sick pay as stated above
                                         shall also cover the company’s obligations under the Sick Pay Law, 5736-1976. 
	 	 	 
		12.3.	The
                                         parties hereby agree and declare that the balance of accrued sick leave cannot be redeemed
                                         in any situation.



 


	13.	Pension
                                         arrangement 
	 	 



		13.1.	From
                                         the date of commencement of his employment the company shall insure the manager in a
                                         pension fund in accordance with his request, in accordance with and subject to the terms
                                         and rates stated in the Extension Order for Comprehensive Pension Insurance in the Economy,
                                         with the contributions being made on the basis of the monthly salary as defined above,
                                         at the rates set out in the table below:



 


	 	Recipient body

 and name of 

the plan	 	Employer’s contribution to benefits	 	 	Employee’s contribution to benefits	 	 	Employer’s contribution to severance pay	 	 	Date of

 commencement

 of payment	 
	 	_____	 	 	6	%	 	 	5.5	%	 	 	8.33	%	 	 	Commencement of employment 	 



 


		13.2.	It
                                         is clarified and agreed that the employer’s contributions to severance pay as stated
                                         above shall be in place of the employer’s obligation to pay 100% severance pay, as stated
                                         in clauses 7 and 9 of the abovementioned extension order and in accordance with Section
                                         14 of the Severance Pay Law, 5723.



 


	14.	Continuing
                                         education fund
	 	 



		14.1.	The
                                         company shall participate, in an amount equal to 7.5% of the manager’s monthly salary,
                                         and not more than the salary limit exempt from tax, in a recognized continuing education
                                         fund, on condition that each month the manager contributes an amount equal to at least
                                         2.5% of his monthly salary and not more than the salary limit exempt from tax to that
                                         fund, or another percentage prescribed by law in this regard, all subject to the fund’s
                                         rules and the provisions of the Income Tax Ordinance on the subject. 



 






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		14.2.	The
                                         manager hereby consents to the deduction of the aforesaid percentage from his monthly
                                         salary by the company and its transfer to the continuing education fund. 
	 	 	 
		14.3.	In
                                         the case of dismissal in circumstances depriving him of severance pay, the company has
                                         discretion as to whether to release its share of the contributions to the continuing
                                         education fund to the manager. 



 


	15.	Recuperation
                                         pay



 


		15.1.	The
                                         manager is entitled to a quota of recuperation days for each full year of employment
                                         (and if it was not full, the pro rata share), in accordance with any law. 
	 	 	 
		15.2.	The
                                         tariff shall be in accordance with the general extension order in the economy which extends
                                         the provisions of the agreement signed between the Coordination Bureau of Economic Organizations
                                         and the Histradrut Labour Federation. 
	 	 	 
		15.3.	Recuperation
                                         pay paid for any year of employment shall be paid to the manager on the dates which the
                                         management shall determine from time to time. 



 


	16.	Company
                                         officers’ insurance and indemnity



 


		16.1.	The
                                         company undertakes to take action to insure the manager, 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. 
	 	 	 
		16.2.	In
                                         addition, the company shall indemnify the manager in advance as is customary at the company,
                                         subject to the provisions of the company’s articles and the applicable law. 



 


	17.	Status
                                         of this agreement and the employment under it



 


This
agreement fully and finally covers all the manager’s rights in the employment relations between him and the company and replaces
any existing agreement, verbal or written, and no provisions of collective agreements and/or collective arrangements and/or other
agreements and/or practices and/or customs shall apply to it beyond what is stated in this agreement.


 


	18.	Deductions                                         



 


		18.1.	It
is hereby declared, to remove doubt, that the payments and benefits of any kind granted to the manager in this agreement or arising
from this agreement or from his employment by the company are subject to income tax deductions and the other compulsory deductions
which the company is obliged to make under any law, as shall be from time to time.



 






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		18.2.	If
                                         the manager is overpaid, or if by mistake the manager is paid amounts to which he was
                                         not entitled, the manager hereby consents in advance to the deduction of the amounts
                                         which were overpaid or paid by mistake from his salary in the following months.



 


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



 


		19.1.	Without
                                         derogating from the manager’s obligations under clauses 2, 3 and 4 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 period of the contractual relationship ends, the manager
                                         undertakes not to compete with the company and not to place himself in the position of
                                         an interested party in a transaction which competes with the company, all whether directly
                                         or indirectly. During this period the manager undertakes not to solicit and/or cause
                                         any of the company’s customers and/or suppliers and/or other employees to terminate their
                                         relationship with the company.
	 	 	 
		19.2.	During
                                         and after the period of the contractual relationship under this agreement, for an unlimited
                                         time, the manager undertakes not to convey and not to make use of information which has
                                         come to his 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 him 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 he
                                         undertakes 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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		19.3.	In
                                         addition, the manager undertakes 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 employment by the
                                         company or came to his knowledge in any other manner, whether the documents were drawn
                                         up by him or by others. The manager hereby confirms that he does 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 manager does not and shall not have any claims of
                                         any kind with regard to them or arising from them, and he 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 he provides at the company.



 


In
this sub-clause “secrets” includes information concerning salary, grants and other benefits paid or transferred to the
manager by the company, the terms of this employment agreement at the company and details of the manager’s work at the company.


 


		19.4.	I
                                         am aware that the company is a public company and that any use of information as stated
                                         in clauses 19.2 and 19.3 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.



 






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		19.5.	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 manager or his 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 manager hereby assigns any intellectual property right
                                         to the company and waives any financial right, including benefits, if and to the extent
                                         that he 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.



 


	20.	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 21.6 below shall
apply.


 


		20.1.	The
                                         arbitrator shall act as sole arbitrator and his decision shall be final.
	 	 	 
		20.2.	The
                                         provisions of this clause 20 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.
	 	 	 
		20.3.	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.



 


	21.	Miscellaneous



 


		21.1.	Unless
                                         expressly stated otherwise in this agreement, the manager shall bear all the tax liabilities
                                         for any payment and/or benefit of any kind which is given by the company.
	 	 	 
		21.2.	The
                                         company may set off any debt by the manager to it against any amount which it is obliged
                                         to pay to the manager.



 






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		21.3.	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.
	 	 	 
		21.4.	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.
	 	 	 
		21.5.	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.
	 	 	 
		21.6.	It
                                         is hereby expressly agreed between the parties that, subject to the provisions of clause
                                         20 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.



 


In
witness whereof the parties have signed: 


 





	/s/ Ron Mayron

                                                                                /s/ Lior Lifshitz
	 	/s/
    Or Eisenberg
	The
Manager	 	The Company




 






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Appendix
A


 


General
Authorization by the Minister of Labour and Welfare concerning employers’ payments to pension fund and insurance fund in lieu
of severance pay under the Severance Pay Law, 5723-1963





 


Below
is the consolidated version of the General Authorization of 9.6.1998, as published in Official Notices Gazette 4659 of 30.6.1998,
as amended on 23.8.1999 and published in Official Notices Gazette 4803 of 19.9.1999 and as amended and published in Official Notices
Gazette 4970 of 12.3.2001:


 


By
virtue of my authority under Section 14 of the Severance Pay Law, 5723-1963 (hereinafter: “the Law”), I
confirm that payments made by an employer commencing from the date of publication of this authorization, for his employee for
a comprehensive pension in a pension fund which is not an insurance fund within the meaning thereof in the Income Tax
Regulations (Rules for approval and management of provident funds) 5724-1964 (hereinafter: “pension
fund”), or for senior employees’ insurance which includes the possibility of a pension or a combination of
payments to a pension plan and to a plan which is not for a pension in such an insurance fund (hereinafter:
“insurance fund”), including payments made as a combination of payments to a pension fund and to an
insurance fund, whether or not there is a pension plan in the insurance fund (hereinafter: “the employer’s
payments”) shall be in lieu of severance pay due to the aforesaid employee in respect of the salary from which the
aforesaid payments were made and for the period for which they were made (hereinafter: “the exempt
salary”), provided that all the following are fulfilled:


 


(1)
The employer’s payments


 


	 	a.	To a pension fund are not less than 14 1/3 % of the
exempt salary or 12% of the exempt salary if in addition thereto the employer also makes supplementary severance pay payments
for his employee to a severance pay provident fund or an insurance fund in the employee’s name at the rate of 2 1/3% of
the exempt salary. If the employer has not also paid 2 1/3% in addition to 12% as aforesaid, his payments shall be in lieu of
only 72% of the employee’s severance pay; 




 






    	 	- 15 -	 



     


    

 


		b.	To
                                         an insurance fund are not less than one of the following:



 


	 	1.	13 1/3% of the exempt salary, if in addition thereto
the employer also makes payments for his employee to ensure a monthly income in case of work disability, in a plan approved by
the Supervisor of Capital Markets, Insurance and Savings at the Ministry of Finance, at the rate required to ensure at least 75%
of the exempt salary or at the rate of 21⁄2 % of the exempt salary, whichever is the lower (hereinafter: “disability
insurance payment”); 




 


		2.	11%
                                         of the exempt salary, if in addition the employer also made a disability insurance payment,
                                         and in that case the employer’s payments shall be in lieu of only 72% of the employee’s
                                         severance pay. If in addition thereto the employer also made supplementary severance
                                         pay payments to a severance pay provident fund or an insurance fund in the employee’s
                                         name at the rate of 2 1/3% of the exempt salary, the employer’s payments shall be in
                                         lieu of 100% of the employee’s severance pay. 



 


	(2)	Not
                                         later than three months from the commencement of the employer’s payments a written agreement
                                         shall be made between the employer and the employee containing -



 


		a.	The
                                         employee’s agreement to the arrangement under this authorization in a form which states
                                         the employer’s payments and the pension fund and insurance fund, as the case may be.
                                         The aforesaid agreement shall also include the text of this authorization.
	 	 	 
		b.	The
                                         employer’s waiver in advance of any right which it may have to a refund of monies out
                                         of its payments, unless the employee has been deprived of his right to severance pay
                                         in a judgment under Sections 16 or 17 of the Law, and to the extent of such deprivation,
                                         or the employee has drawn monies from the pension fund or insurance fund other than as
                                         a result of an entitling event. In this regard, “entitling event” – death,
                                         disability or retirement at the age of sixty or more.



 


	(3)	This
                                         authorization shall not derogate from the employee’s right to severance pay under the
                                         Law, a collective agreement, extension order or employment contract, in respect of salary
                                         above the exempt salary.



 


 


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