Exhibit
10.4


 


EMPLOYMENT
AGREEMENT


 


This employment agreement (the “Agreement”)
dated as of October 14, 2015, effective as of November 3, 2015 (the “Effective Date”),
by and between Cellect Biomed Ltd., an Israeli company, with offices at 20 Hataas St., Kfar Saba, Israel(hereinafter the
“Company”), and Ronen Twito I.D. Number: 032161655, an individual whose address is Yehuda Hanassi 8a, Herzeliya,
Israel (the “Employee”),


 


WITNESSETH:


 


WHEREAS, the Company
desires to employ Employee as its Deputy Chief Executive Officer & Chief Financial Officer(the “Position”),
and Employee desires to be employed by the Company in such capacity, on the terms and conditions set forth below:


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises and covenants herein contained, the parties hereto agree as follows:


 


It is hereby agreed by and between the
parties as follows:


 


		1.	Preamble



 


The preamble to this Agreement and any
attachments thereto are an integral part of this Agreement.


 


		2.	Job Description



 


The Company hereby employs the Employee,
and Employee hereby accepts employment, to serve in a position Deputy to the Chief Executive Officer & Chief Financial Officer
of the Company. The Employee shall report directly to the Chief Executive Officer.


 


		3.	Working Hours



 


The Employee shall be employed by the Company
on a full-time basis. The Employee agrees that his position is considered to be a management position as defined in the Hours of
Work and Rest Law - 1951, which requires a special measure of personal trust. Accordingly, the provisions of the Hours of Work
and Rest Law - 1951 shall not apply and the Employee shall not be entitled to receive any additional payment for his work other
than those that are set forth in this Agreement.


 


		4.	Term of Agreement



 


This Agreement shall take effect from the
Effective Date and shall remain in effect unless it is earlier terminated as hereinafter provided.


 




     


     

    

 


		5.	Monthly Salary



 


		5.1	The Monthly gross salary of the Employee shall be NIS 52,000 (the “Monthly Salary”).



 


		5.2	Upon (i) the successful completion of a financing round in an amount exceeding US$ 7.5 million
or (ii) successful completion of a transaction including among other; merger, acquisition, join venture, in a valuation of at least
US$ 10 million, the Monthly Salary will increase to NIS 60,000.



 


		5.3	The Monthly Salary shall be paid to the Employee not later than the 10th day of each month with
respect to the preceding month.



 


		6.	Annual Bonus



 


		6.4	The employee shall be entitled to an annual bonus of up to 5monthly salaries commencing as of Jan
1, 2016 subject to targets which will be determined by the Compensation Committee and Board for each year. In case of fundraising
the bonus payment will be as following :



 


		6.4.1	Subject to successful completion of a financing round in an accumulated amount exceeding US$ 4
million and up to US$ 5 million, the Employee shall be entitled to an Annual Bonus of two (2) Monthly Salaries.



 


		6.4.2	Subject to successful completion of a financing round in an accumulated amount exceeding US$ 5
million and up to US$ 7.5 million, the Employee shall be entitled to an Annual Bonus of three (3) Monthly Salaries.



 


		6.4.3	Subject to successful completion of a financing round in an accumulated amount exceeding US$ 7.5
million and up to US$ 12 million, the Employee shall be entitled to an Annual Bonus of four (4) Monthly Salaries.



 


		6.4.4	Subject to successful completion of a financing round in an accumulated amount exceeding US$ 12
million, the Employee shall be entitled to an Annual Bonus of five (5) Monthly Salaries.



 


		6.5	The Annual Bonus will be paid to Employee subject to and upon successful completion of a financing
round in an amount exceeding as described above.



 


		6.6	The Employee shall not be entitled to receive from the Company any salary or payment of any kind
other than the Monthly Salary & Annual Bonus and other payments specifically set forth in this Agreement or properly authorized
by the Board of Directors.



 




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		7.	Other Terms of Employment



 


		7.1	Pension Benefits and Severance Payments



 


		7.1.1	Managers Insurance. The Company shall pay an aggregate amount equal to 14-1/3 and/or 13-1/3%of
the Employee’s monthly installment of the Monthly Salary for the preceding month to a Managers Insurance (Bituach Menahalim)
policy respectively (the “Policy”) and/or a comprehensive pension plan (“Pension Plan”) through
an agency and with an insurance company or a pension fund, to be selected by the Employee, to be divided as follows: 8-1/3% towards
Severance (the “Company’s Severance Contribution”); 6% toward provident (pensions compensation) or 5%
for management insurance ("ביטוח מנהלים")
(all in accordance with Section 14 of the Severance Compensation Act, 1963),In addition to the 14-1/3 and or 13-1/3% mentioned
above, at the beginning of each month the Company shall deduct from the monthly installment of the Monthly Salary of Employee an
amount equal to 5.5% of the Employee’s monthly installment of the Monthly Salary for the preceding month, and shall pay such
amount as premium payable in respect of the provident pensions compensation component of Policy or 5% for management insurances
(all in accordance with Section 14 of the Severance Compensation Act, 1963). In addition the Company shall also pay up to 2.5%
of the Employee’s monthly installment of the Monthly Salary towards loss of (working capacity) disability insurance (depending
on the cost to the Company necessary to provide coverage). In the event the Employee elects to be insured under a Pension Plan,
the allocations shall be modified in accordance with the Pension Plans policies, provided, in any event they do not exceed the
amounts set forth above.



 


		7.1.2	Section 14 of the Severance Compensation Law - 1963.



 


		(i)	It is hereby agreed that upon termination of employment under this Agreement, the Company shall
release to the Employee all amounts accrued in the Pensions and or Managers Insurance on account of both the Company’s and
Employee’s contributions. It is hereby clearly agreed and understood that the amounts accrued in the Pensions and/or Managers
Insurance on account the Company’s contribution [i.e. 13.33%-14.33 of each monthly installment of the Monthly Salary payment]
shall be in lieu and in full and final substation of any severance pay the Employee shall be or become entitled to under any applicable
Israeli law.



 


		(ii)	The Company hereby waives in advance any right to any amounts accrued in the Pensions and/or Managers
Insurance, unless the Employee is either not entitled to Severance Pay according to Section 17 of the Severance Compensation
Act, 1963, or has withdrawn amounts from the Pensions and/or Managers Insurance not due or as a result of an “Entitling Event”,
as such term is defined in the General Approval of the Labor Minister, dated June 30, 1998, issued in accordance to the said
Section 14 (the “General Approval”).



 




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		(iii)	Sub-Sections (i) and (ii) are in accordance with Section 14 of the Severance Compensation Act,
1963 and the General Approval, a copy of which is attached hereby as Exhibit A.



 


		7.2	Continuing Education Fund:



 


		7.2.1	The Employee shall be entitled to participate in the Company’s continuing education fund
(Keren Hishtalmut). The Company shall contribute an amount equal to seven and a half percent (7.5%) of the Employee’s Monthly
Salary and shall deduct two and a half percent (2.5%) of the Employee’s Monthly Salaryand transfer it as the Employee’s
contribution.



 


		7.2.2	It is clarified that unless Employee instructs Company, in writing, to transfer Company contributions
exceeding that recognized for such purpose by the tax authorities directly to Employee as part of the Salary, such contributions
shall be transferred to the Study Fund. For the avoidance of doubt, any and all tax charges in connection with Company contributions
shall be borne solely by Employee.



 


		7.2.3	Upon termination of Employment, Company will remit to Employee all sums accumulated for Employee’s
benefit in the Study Fund. Notwithstanding, in the event of termination for Cause, Company’s contribution to the Study Fund
(principal + interest) shall not be remitted to Employee but rather returned to the Company.



 


		7.3	Annual Vacation: The Employee shall be entitled to twenty-two (22) working days of paid
annual Vacation each year. Any accrued and unused vacation days can be redeemed by the Employee in accordance with the provisions
of the Annual Leave Law - 1951. The Employee may accumulate up to Forty four (44) Annual Vacation days. in accordance with the
Company compensation plan as will be amended from time to time



 


		7.4	Sick Leave: The employee shall be entitled to Sick Leave in accordance with the provisions
of Sick Pay Law-1976.



 


		7.5	Recreation Pay (Dmei Havra’ah): The Employee shall be entitled to Recreation Pay according
to applicable law.



 


		7.6	Cell-Phone Expenses: The Company shall provide and maintain for the Employee a cellular
Smartphone for as long as the Employee is employed by the Company. It is agreed that the Employee may transfer his own current
cellular phone number to the Company. Upon cessation of the Employee’s employment with the Company for whatever reason, the
Company agrees to return to the Employee his cellular phone number.



 




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		7.7	Business Flight: In the case that employee in his capacity will be required to travel abroad
the company will buy him business class air ticket, in transatlantic flights.



 


		7.8	Company Automobile: The Company will provide a leased, Group level up to a sum of NIS 175,000
(or equally priced) all in accordance with the Company compensation plan as will be amended from time to time, automobile to the
Employee, and will place such automobile at the disposal of the Employee under the terms of the Company’s general leasing
plan (to be provided to the Employee upon provision of the automobile).The Company shall bear all of the fixed and variable maintenance
costs and actual expenses incurred directly in connection with his use of such automobile, including licenses, insurance, gas,
repairs, parking at the Company offices, etc. but excluding any fines (“Aggregate Automobile Expenses”).Should
Employee choose not to take a leased automobile from the Company, or to take a leased an automobile of Group lower than Group detailed
above, the Company will pay the difference in Employer cost to Employee on a monthly basis; provided however that such amount shall
not be part of the Employee’s salary for calculation of severance pay, or any other social benefits under this Agreement
or under law (“Car Replacement Payment”).The Employee will be compensated for all taxes he will be liable to
as a consequence (“gross-up”) of the Aggregate Automobile Expenses/Car Replacement Payment of car of Employee under
this Section. ((the “Car”).



 


		7.9	Expenses: The Employee shall be entitled to reimbursement of expenses in accordance with
the Company’s standard policy for senior executive management in effect from time to time.



 


		7.10	Professional Fees: The Company shall pay on behalf of the Employee the annual accountant
membership fees and the accountant association fees in Israel. Such payment shall not be taken into account with respect to severance
or any other social payment that the Employee may be entitled to.



 


		7.11	D&O Insurance: The Employee shall be included within the Directors & Officers Insurance
Policy of the Company for the duration of his employment with the Company.



 


		7.12	Indemnification Agreement:



 


		7.12.1	Subject to the Israeli Companies Act - 1999, the Company shall defend and indemnify Employee in
his capacity as Deputy Chief Executive Officer &Chief Financial Officer of the Company against any and all claims, judgments,
damages, liabilities, costs and expenses (including reasonable attorney’s fees) arising out of, based upon or related to
Employee’ performance of services hereof, except to the extent that such claims arise out of Employee’ (i) willful
misconduct, (ii) bad faith, (iii) gross negligence or (iv) reckless disregard of the duties involved in the conduct
of Employee’ position.



 




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		7.12.2	Subject to the Israeli Companies Act -1999, the Company shall take any steps which may be deemed
necessary to establish a policy of indemnifying its officers and directors, including, but not limited to Employee, for all actions
taken in good faith in pursuit of their duties and obligations to the Company. Such steps shall include, but shall not necessarily
be limited to, the obtaining of an appropriate level of Directors and Officers Liability coverage and including such provisions
in the Company’s’ Articles of Association, as applicable and customary.



 


		8.	Grant of Stock Options



 


		8.1.1	Subject to the approval of the board of directors of the Company (the “Board”),
the Employee will be granted options to purchase 3.5% from the Company’s issued & outstanding shares(the “Options”).The
exercise price of each Option will be equal the average of the company’s shares in the 30 trading days preceding the date
of approval of their grant by the Board, subject to any dilution and subject to the following conditions:



 


		(1)	The Option shall vest and become exercisable on a quarterly basis over 3 years period upon grant
for as long as Employee’s employment with the Company has not terminated.



 


		(2)	The option shall be grant according to the company ESOP plan and section 102 “capital gain”.



 


		(3)	In the case of termination of the agreement not due to a material breach as stated in Section 9.2
below, the Option shall vest on a monthly basis and will be exercisable for a period of 12 month from the date of termination.



 


		(4)	The Options shall be granted in accordance with an Option Agreement to be signed between the Employee
and the Company and shall be at all times subject to (i) all the terms of the Company’s Share Option Plan, (ii) any terms
and conditions as shall be determined and altered from time to time by the Board or any of its committees at their sole discretion,
and (iii) any terms and conditions as provided in any agreement or arrangement the Company may enter from time to time including
agreements and arrangements with Investment Banks or Underwriters.



 


However, any such alteration shall
not derogate from the rights granted herein.


 




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		8.1.2	Notwithstanding the above and subject to any applicable law, in any Transaction as described in
Option Plan of the Company including among other merger or change of control, the Vesting Dates shall be accelerated so that any
unvested Option or any portion thereof shall be immediately vested as of the date which is 7 days prior to the effective date of
the Transaction.



 


		9.	Termination of Employment



 


		9.1	Either party may terminate the Employee’s employment with the Company without cause at any
time upon four(4) month’s prior written notice (the “Notice Period”). The Company shall have the right,
in its sole discretion, to require the Employee to continue working for the Company during the Notice Period.



 


		9.2	Notwithstanding the above, the Company may terminate this Agreement at any Material breach by Employee
of any provision of this Agreement.



 


		9.3	Following two years as of the Effective Date, the Employee will entitled to provide the services
according to this agreement via a fully owned company as a service providor or contractor.



 


		10.	Taxes and Other Payments



 


		10.1	Unless otherwise specifically provided for in this Agreement, the Company shall not be liable for
the payment of taxes or other payments for which the Employee is responsible as result of this Agreement or any other legal provision,
and the Employee shall be personally liable for such taxes and other payments.



 


		10.2	The Employee hereby agrees that the Company shall deduct from his Monthly Salary the Employee’s
national insurance fees, income tax and other amounts required by law or the terms of this Agreement. The Company shall provide
the Employee with documentation of such deductions.



 


		11.	The Obligations of the Employee



 


		11.1	The Employee agrees to devote his entire business time, energy, abilities and experience to the
performance of his duties, effectively and in good faith.



 


		11.2	Throughout the Term, the Employee shall not, directly or indirectly, be employed by and/or otherwise
render services to any other person or organization without the prior written consent of the Board or the CEO, Except: Director
position in companies that are not compete with the company business and as specified in Exhibit B to the agreement.



 


		11.3	The Employee agrees to immediately inform the Company of any Company issue or transaction in which
the Employee has a direct or indirect personal interest and/or where such issue or transaction could cause a conflict of interest
for the Employee in the fulfillment of his responsibilities as an employee of the Company.



 




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		11.4	The Employee hereby gives irrevocable instructions and permission to the Company to deduct from
any amounts owed to the Employee by the Company, including amounts payable as severance compensation, (a) any debt he has
or will have to the Company; and/or (b) any amount that was wrongfully or mistakenly paid to him by the Company. Any such
amounts to be deducted shall be calculated in real terms as of the date of the deduction, including linkage to cost of living index.



 


		11.5	The Employee declares that the terms and conditions of his employment are personal and confidential
and will not be disclosed by him.



 


		11.6	The Employee declares that he is free to enter into this Agreement and that he has no obligations
of any kind to any third party that would impair this Agreement, either as an employee or an independent contractor. The Employee
further declares that as long as he remains an employee of the Company, he will not incur any such obligations.



 


		11.7	The Employee agrees to keep confidential (a) all professional, scientific, commercial, and business
information; and (b) any other information or document that comes to the Employee’s knowledge in connection with the affairs
of the Company (collectively, the “Confidential Information”), and agrees not to use or exploit the Confidential
Information or to disclose it to any third party where such use, exploitation or disclosure in not directly related to the affairs
of the Company, unless the Company gives prior written authorization of such disclosure.



 


		11.8	The Employees agrees that during his employment by the Company and thereafter he (a) will not disseminate
or otherwise make use of the Confidential Information or of other non-public information of which he learned while working for
the Company, except where such dissemination or use is directly related to the affairs of the Company; (b) will maintain the confidentiality
of the Confidential Information; and (c) will not in any way act to injure the reputation of the Company or any of its affiliated
companies.



 


		11.9	The Employee understands and recognizes that his services to the Company are special and unique.
Therefore, he agrees that during the term of this Agreement and for six (6) months after the termination for any reason of his
employment, he shall not be employed in or give any services to any business or third party that competes directly with the Company
or whose activities conflict with the activities of the Company, unless the Chief Executive Officer has given his explicit written
consent prior the commencement of such employment or the giving of such services.



 




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		11.10	Upon the Company any documents, information and/or materials that were given to him or which were
created by him in connection with his employment.



 


		12.	Intellectual Property Rights



 


		12.1	The Employee declares that he is aware that anything that is done by him in the Company or in connection
with the Company, whether it be an invention, a discovery, or the development of an idea or a thing, all within the framework of
the Company’s business (the “Development”) shall belong to and be controlled by the Company, unless the
Board of Directors shall, in writing, direct otherwise.



 


		12.2	The Company shall have the right to fully utilize and exploit the Development, as it sees fit,
including changing it, registering part or all of it as a patent, whether in Israel or abroad, selling it, transferring it to a
third party, all without being required to either receive the Employee’s consent or pay the Employee any additional payment
for such Development apart from any payment he receives pursuant to this Agreement.



 


		12.3	The Development and any subsequent intellectual property arising therefrom shall remain the sole
property of the Employer even after the Employee’s employment terminates for any reason. The termination of this Agreement,
whether due to its breach or its own terms, shall not impair the Company’s exclusive rights in the Development. Notwithstanding
the termination of this Agreement, the Board shall have the discretion to award the Employee a cash payment in accordance with
the terms of Section 5 above, as a result of any Development or subsequent intellectual property arising therefrom developed primarily
by the Employee.



 


		12.4	The Employee may not do anything with the Development or any related materials without the knowledge
and prior consent of the Company. The Employee declares that he neither has nor will have any rights in the Development or its
fruits and that all rights to the Development and its fruits shall fully reside in the Company.



 


		12.5	Even in the event that at the time of the termination of the Employee’s employment for any
reason the Development has not been completed, the Employee shall be prohibited from any continued activity in connection with
the subject of the Development, alone or in concert with others, that is not explicitly allowed in writing by the Company. The
Company alone will be the sole owner of the uncompleted Development and shall have the sole right to complete the Development or
to take any other action in connection with the Development.



 


		13.	General



 


		13.1	It is agreed that the provisions of this Agreement represent the full scope of the agreement between
the parties and that neither side shall be bound by any promises, declarations, exhibits, agreements or obligations, oral or written,
that are not included in this Agreement prior to its execution. Any changes or amendments to this Agreement must be in writing
and signed by both parties.



 




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		13.2	This Agreement shall be governed by, and construed and interpreted under, the laws of the State
of Israel. The parties agree that any legal claim lodged by one party against the other arising from the terms of this Agreement
shall be adjudicated only by the appropriate court in Tel Aviv, Israel.



 


		13.3	If any provision of this Agreement shall be declared by a court of competent jurisdiction to be
invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof
shall nevertheless remain in full force and effect and enforceable, and no provision shall be deemed dependent upon any other covenant
or provision unless so expressed herein.



 


		13.4	The rights, benefits, duties and obligations under this Agreement shall inure to, and be binding
upon, the Company, its successors and assigns, and upon the Employee and his legal representatives. This Agreement constitutes
a personal service agreement, and the performance of the Employee’s obligations hereunder may not be transferred or assigned
by the Employee.



 


		13.5	The failure of either party to insist upon the strict performance of any of the terms, conditions
and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith or with any
other term, condition or provision hereof, and said terms, conditions and provisions shall remain in full force and effect. No
waiver of any term or condition of this Agreement on the part of either party shall be effective or any purpose whatsoever unless
such waiver is in writing and signed by such party.



 


		13.6	The headings of Sections are inserted for convenience and shall not affect any interpretation of
this Agreement.



 


		14.	Notices



 


		14.1	A notice that is sent by registered mail to a party at its address as set forth in paragraph 12.2,
below, shall be deemed received three (3) days after its posting, and the receipt stamped by the post office shall represent definitive
evidence of the date of mailing.



 


		14.2	The addresses of the parties for the purposes of this Agreement are:



 


Company

Cellect Biomed Ltd.

20 Hataas St.,

Kfar Saba,

Israel


 


Employee

Ronen Twito

Yehuda Hannasi Sa,

Herzliya


 




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IN WITNESS WHEREOF
the parties have hereunto set their hands at the place and on the date first above written.


 


	Cellect Biomed Ltd.	 
	By:	/s/ Cellect Biomed Ltd.	 
	Title	CFO	 
	Date:	 	 
	 	 	 
	By:	Ronen Twito	 
	Date:	/s/ Ronen Twito	 


 


 




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Exhibit A


 


(Unofficial translation from Hebrew original)


 


A General Approval regarding Employers'
Payments to a Pension Fund and Insurance Fund in lieu of Severance Pay


 


Under Severance Pay Law – 1963



 


Pursuant to the authority vested in me under
Section 14 of the Severance Pay Law - 1963 (the "Law"), I hereby confirm that the payments paid by an employer effective
with publication date of publication of this approval for his employees to a comprehensive pension in a provident fund that is
not an insurance fund within the meaning of the Income Tax Regulations (rules on the approval and management of provident funds)
- 1964 (the "Pension Fund"), or to managers' insurance including the possibility of an annuity or a combination of payments
to annuity plan and to a plan that is not for a pension in such insurance fund (the "Insurance Fund"), including payments
paid through a combination of payments to a pension and Insurance Funds, whether or not there is a pension plan in the Insurance
Fund (the "Employer Payments"), will be in lieu of the severance pay due to the employee in respect of the salary from
which said payments were made and for the period payments were made (the “Exempt Wage”) provided that all of the following
were met:


 


		1.	Employer Payments



 


		a.	To a pension fund, payments that are not less than 14 1/3% of the Exempt Wage or 12% of the Exempt Wage if the employer pays
for his employee payments in addition to supplement severance pay to the severance pay fund or to insurance fund in the name of
employee at a rate of 2 1/3% of the Exempt Wage. If the employer does not pay in addition to 12% the 2 1/3% as above, the payments
will be in lieu of only 72% of the employee's severance pay;



 


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



 


		1)	13 1/3% of the Exempt Wage if the employer pays for his employee also payments to secure monthly income in the event of work
disability in a plan approved by the commissioner of capital market and insurance and savings in the Ministry of Finance at a rate
required to secure at least 75% of the Exempt Wage or 2.5% of the Exempt Wage, whichever is lower ("Payment for Work Disability
Insurance");



 


		2)	11% of the Exempt Wage if the employer paid insurance payments for work disability insurance and in this case the Employer
Payments will be in lieu of 72% of the severance pay of the employee provided that; the employer paid in addition to these payments
also payments for supplementing the severance pay severance to severance pay fund or to an insurance fund in the name of the employee
at the rate of 2 1/3% of the Exempt Wage, the Employer Payments will be in lieu of 100% of the employee's severance pay.



 




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		2.	Not later than three months after making the Employer Payments, a written agreement entered into between the employer and the
employee containing the following –



 


		a)	the employee's consent to the arrangement according to this approval under the version specifying the payments of the employer
and the pension fund and insurance fund, as the case may be; the agreement also shall include the version of this approval;



 


		b)	a waiver of the employer in
advance of any right it may have for a refund
of monies from his payments
unless the employee's right to
severance pay was denied in a ruling under
section 17 of the Law and to the extent such
right was denied, or in the event that the employee withdrew money from
the pension fund or the insurance fund not due
to a qualifying event; In this regard, "qualifying
event" - death, disability, or
retirement at age of sixty or
more.



 


		3.	This approval does not derogate from the employee's severance pay right under the Law, collective agreement, expansion order
or labor agreement in respect of wages in excess of the Exempt Wage.



 


June 9, 1998


 


	 	Eliyahu Yishai
	 	 
	 	Minister of Labor and Social Welfare


 




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Exhibit B


 


Other Activities - The Employee is currently
engaged in the following activities: (i) the Employee is the owner of a family business specializing mainly in the importation,
branding and marketing of children and baby goods in the regions of Israel and Latin America, (ii) The Employee serves as project
manager-director of corporate finance for a real-estate property project. The Employee wan-ants and undertakes that none of its
current or future other activities will affect his duties under this Agreement and further warrants and undertakes that in no event
such activities will breach any of his obligations hereunder (including without limitation, non compete obligations).


 




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