Exhibit 10.8


 


Amendment
to Shai Yarkoni Employment Agreement


 


This Amendment to the Employment Agreement
(the “Amendment”) is made and entered into this 24th day of July, 2016 (the “Effective Date”),
by and between Cellect Biotherapeutics Ltd., an Israeli company, with offices at 23 Hataas St., Kfar Saba, Israel (hereinafter
the “Company”), and Shai Yarkoni I.D. Number: 55365860, an individual whose address is 33 Halamed Hey St., Kfar
Saba, Israel (the “Employee”). (the Company and the Employee shall each be referred hereto as a “Party”,
and collectively, as the “Parties”).


 


Whereas,
on April 30, 2013, effective as of July 1 2013 the Parties entered into Employment Agreement, in the form attached hereto as
Schedule A (the “Original Agreement”); and


 


Whereas,
the Parties wish to make certain amendments to the Original Agreement; and


 


Whereas,
Section 11.5 of the Original Agreement provides, among other things, that it may be amended with the written document executed
by both Parties.


 


NOW, THEREFORE, IT IS DECLARED AND AGREED
AS FOLLOWS:


 


		1.	Object of the Amendment. Except as specifically modified in this Amendment, the provisions,
terms, conditions and definitions in the Original Agreement shall remain in full force and effect and shall apply to this Amendment
mutatis mutandis.



 


		2.	Amendments to the Original Agreement.



 


		2.1.	Sections 2.1- 2.3 in Appendix B to the Original Agreement with respect to the Wage shall be amended
as follows:



 


“The Company shall pay the
CEO gross wage of NIS 60,000 per month. (the “Base Wage” or the “Monthly Salary”).”


 


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 70,000.


 


		2.2.	Section 3 in Appendix B to the Original Agreement with respect to the Annual Bonus shall be amended
as follows:



 


The employee shall be entitled
to an annual bonus of up to 5 monthly salaries subject to targets which has been determined by the Compensation Committee and Board
for year 2016. as following:


		(i)	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.



 




    	 	 	 



     


    

 


		(ii)	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.



 


		(iii)	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.



 


		(iv)	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.



 


		(v)	Subject to successful completion of a recruiting the sixth patient for the Trial, the Employee
shall be entitled to an Annual Bonus of one (1) Monthly salary.



 


		(vi)	Subject to successful completion of a registration of Company’s shares in NASDAQ, the Employee
shall be entitled to an Annual Bonus of one (1) Monthly Salary.



 


		(vii)	Subject to successful completion of a transaction such as merger, acquisition or join venture,
in a valuation of at least US$ 2 million, the Employee shall be entitled to an Annual Bonus of two (2) Monthly salaries.



 


		(viii)	Subject to discretion of the Board of Directors’ of the Company, the Employee shall be entitled
to an Annual Bonus of one (1) Monthly salary.



 


		·	In any case the total of an Annual Bonus does not exceed five (5) monthly salaries.



 




    	 	 	 



     


    

 


		2.3.	Section 4 in Appendix B to the Original Agreement with respect to the Company Automobile shall
be amended as follows:



 


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”).


 


		3.	Entire Agreement. This Amendment and the Original Agreement constitute the full and
entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof.



 


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IN WITNESS WHEREOF, THE PARTIES HERETO HAVE
CAUSED THIS AMENDMENT TO BE EXECUTED THE DAY AND YEAR WRITTEN ABOVE.


 


	/s/ Ronen Twito	 	/s/ Shai Yarkoni
	 	 	 
	Cellect Biotherapeutics Ltd.	 	Shai Yarkoni
	 	 	 	 
	By:	Ronen Twito	 	 
	 	 	 	 
	Title:	Chief Financial Officer