Exhibit 10.40


 


Unofficial English Translation from Hebrew


 





AGREEMENT
FOR PROVISION OF SERVICES


 


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


 


	 	Ron
    Med Ltd	 
	 	Company
    Number 515228831	 
	 	Of
    22A HaOranim Street, Hod Hasharon	 
	 	(“the
                                         management 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
                                         management company through Mr Ron Mayron, I.D. XXXXX, of 22A HaOranim Street, Hod
                                         Hasharon (“Mayron”), active chairman of the board of directors services
                                         (“the services”), on the terms of this agreement;
	 	 
	And whereas	The
                                         management company is providing the company with the services, through Mayron, on the
                                         terms of this agreement;
	 	 
	And whereas	Mayron
                                         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
                                         management company, through Mayron only, shall provide active chairman of the board of
                                         directors services to the company and to all subsidiaries and/or related companies of
                                         the company to the extent required from time to time by the company and in accordance
                                         with its needs.



 


		2.2.	Mayron
                                         shall devote his time and energy to provision of the services, for a number of hours
                                         which shall not be less than a 20% position on average.



 


		2.3.	The
                                         management company and Mayron shall act in accordance with the directions and decisions
                                         of the board of directors and shall report to the board of directors or to those to whom
                                         the board of directors instructs it to report.



 


	3.	Undertakings
                                         by the management company and Mayron



 


The
management company and Mayron hereby declare and undertake, jointly and severally, towards the company as follows:


 


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



 


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



 


		3.3.	Mayron
                                         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 the time and attention necessary
                                         for good and effective performance of the function.



 


		3.4.	Mayron
                                         shall act 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,
                                         Mayron 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.



 


		3.5.	From
                                         time to time Mayron 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 management company have
                                         been duly authorized and their signature binds the management company in this regard.



 






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		3.7.	The
                                         management company and Mayron 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 management company and/or Mayron are not breaching any other agreement
                                         or undertaking to which either of them is or was a party.



 


		3.8.	Mayron
                                         shall act in accordance with the provisions of any law in his position as chairman of
                                         the board of directors of the company and/or subsidiary companies.



 


	4.	Loyalty
                                         and prohibition of conflict of interest 



 


		4.1.	During
                                         the period of Mayron’s services the management company and Mayron 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 management company
                                         and Mayron 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 Mayron’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 Mayron’s services at the company and afterwards.



 


		4.2.	The
                                         management company and Mayron 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 Mayron’s
                                         functions at the company.



 


		4.3.	By
                                         signing this agreement the management company and Mayron 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 Mayron’s position in the company
                                         and that they do not have any connection with any of the interested parties in the company.



 


		4.4.	The
                                         management company and Mayron declare that Mayron is fit and has the skills to occupy
                                         his position and that there is no legal, 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, that in the
                                         course of Mayron’s services at the company he will not make use of information
                                         contrary to the provisions of any agreement or undertaking and that Mayron meets and
                                         will continue to meet the conditions of directors’ qualifications as stated in
                                         the Companies Law, 5759-1999.



 






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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 31 March
                                         2015 (“date of commencement of the contractual relationship”).



 


		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.	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 management company and/or Mayron
                                         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 management company and/or Mayron.



 


		5.4.2.	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
                                         management 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.



 






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		5.4.3.	Mayron
                                         has ceased to be a controlling shareholder in the management company.



 


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



 


		5.4.5.	Mayron
                                         has ceased to be qualified to hold office as chairman of the board of directors of the
                                         company.



 


	6.	Monthly
                                         payment, grant and capital remuneration 



 


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


 


		6.1.	Monthly
                                         payment 



 


		6.1.1.	The
                                         payment under this agreement, for full performance of the services to their full extent,
                                         shall be in the total sum of NIS 20,000 (“the monthly payment”), against
                                         a tax invoice in accordance with the law which the management company shall submit to
                                         the company. The monthly payment shall be paid by the company not later than ten days
                                         from the date of issue of the aforesaid invoice. The management company undertakes to
                                         submit the tax invoices to the company not later than the 5th day of each calendar month
                                         for the preceding month.



 


		6.1.2.	The
                                         management company alone is responsible for payment of Mayron’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 management company undertakes
                                         to make payment for his account, on time, of the salary of Mayron who is employed by
                                         it, as agreed between him and the management 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.



 


		6.2	Grant



 


		6.2.1	In
                                         addition to the monthly payment as stated above, the management company 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 licence agreement, raising capital
                                         and/or financing for the company, etc. (“the annual grant”).



 


		6.2.2	The
                                         ceiling for the annual grant, together with the capital remuneration as stated in clause
                                         6.4.2 below, shall not in any financial year exceed a cumulative sum of NIS eight (8)
                                         million to all the company officers.



 






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		6.3	General
                                         provisions



 


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



 


		6.3.2	The
                                         management 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.



 


		6.3.3	If
                                         the management company is entitled to the grant as stated in clauses 6.2 and/or 6.4.2
                                         of this agreement, and if the management company provides services to the company for
                                         only part of any year, the management company shall be entitled to the grant for the
                                         part of the year for which it provided services to the company. The management 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.



 


		6.4	Capital
                                         remuneration



 


		6.4.1	In
                                         addition to the monthly payment and the grant and 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 105,000 non-negotiable options to the management
                                         company or to Mayron, 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.



 






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		6.4.2	Offering
                                         of a subsidiary: Upon the securities offering of a subsidiary of the company the
                                         management company 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
                                         Mayron’s period of service or after Mayron’s period of service, if the offering
                                         transaction commenced during Mayrons’ period of service.



 


		6.5	Company
                                         officers’ insurance and indemnity



 


		6.5.1	The
                                         company undertakes to take action to insure the management company and Mayron, 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.



 


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



 


		6.6	The
                                         monthly payment and the other payments expressly stated in this clause 6 are final and
                                         include any consideration which shall be due to the management company at any time for
                                         and in connection with provision of the services under this agreement and the management
                                         company shall not be entitled to any additional consideration of any kind for provision
                                         of the services under this agreement.



 


		6.7	The
                                         monthly payment 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 management 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.



 






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



 


		6.9	Notwithstanding
                                         the aforesaid, all the provisions of this clause 6 above shall be subject to the provisions
                                         of the company’s officers’ remuneration policy, as it shall be from time
                                         to time.



 


	7.	Absence
                                         of employer-employee relations 



 


		7.1.	The
                                         management company and/or Mayron 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 management company and/or Mayron and it does not
                                         give the management company and/or Mayron any rights except those specified in this agreement.



 


		7.2.	The
                                         responsibility for employing Mayron rests with the management 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 management company.



 


		7.3.	The
                                         management company and Mayron undertake that they will not sue the company on any grounds
                                         in connection with employer-employee relations between the company and the management
                                         company and/or Mayron 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 management company and/or Mayron 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.



 


		7.4.	Without
                                         derogating from the generality of the aforesaid, it is hereby agreed that the management
                                         company and/or Mayron 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.



 






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		7.5.	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 management company and/or Mayron 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 management
                                         company and/or Mayron during the period of the contractual relationship under this agreement,
                                         the following provisions shall apply:



 


		7.5.1.	The
                                         consideration paid to the management 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 management company and/or Mayron 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).



 


		7.5.2.	The
                                         management company and Mayron, 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 management company and/or Mayron or anyone claiming under them.



 


		7.6.	It
                                         is hereby clarified that the declarations and undertakings of the management company
                                         and/or Mayron in this clause 7 above are a fundamental term of the company’s contract
                                         with the management company and that in the consideration which the management company
                                         shall receive under this agreement the above declarations and undertakings were taken
                                         into account. The management company and Mayron declare that they are aware that the
                                         consideration under this agreement already includes all the salary cost if Mayron 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 Mayron’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.



 






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



 


		8.1.	Without
                                         derogating from the obligations of the management company and Mayron 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 management company and Mayron 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
                                         management company and Mayron 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.



 


		8.2.	During
                                         and after the period of the contractual relationship under this agreement, for an unlimited
                                         time, the management company and Mayron 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.



 


		8.3.	In
                                         addition, the management company and Mayron 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 management company and Mayron
                                         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 management company
                                         and Mayron 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.



 






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


 


		8.4.	We
                                         are aware that the company is a public company and that any use of information as stated
                                         in clauses 8.2 and 8.3 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.



 


		8.5.	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 management company and/or Mayron 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
                                         management company and Mayron 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.



 






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	9.	Transfer
                                         of obligations and rights 



 


		9.1.	The
                                         management company and/or Mayron 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.



 


		9.2.	During
                                         the period of the services Mayron undertakes that control of the management company will
                                         not be transferred to a third party.



 


	10.	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 11.6 below shall
apply.


 


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



 


		10.2.	The
                                         provisions of this clause 10 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.



 


		10.3.	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.



 


	11.	Miscellaneous



 


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



 


		11.2.	The
                                         company may set off any debt by the management company and/or Mayron to it against any
                                         amount which it is obliged to pay to the management company.



 






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		11.3.	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.



 


		11.4.	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.



 


		11.5.	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.



 


		11.6.	It
                                         is hereby expressly agreed between the parties that, subject to the provisions of clause
                                         10 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/
    Or Eisenberg	 	/s/ Ron
    Mayron
	 	Wize Pharma Ltd	 	Ron Med Ltd
	 	 			 
	 		 	Per: 	Ron
    Mayron
	 			Position:	Director 
	 			I.D. 	XXXXX


 






    	 	- 13 -	 



     


    

 


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.


 


		Ron
Mayron
	 	 
	 	/s/ Ron
Mayron



 


 


 




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