Exhibit 4.25


 


SECOND AMENDMENT TO


 


CONSULTING AGREEMENT


 


THIS SECOND AMENDMENT
(the “Second Amendment”) is entered into as of November 4, 2021 by and between Enlivex Therapeutics, Ltd., a
company organized under the laws of Israel, corporate number 51373620, whose address is at Kiriat Hadassa P.O.B 1267 Jerusalem Israel
91129 (the “Company”) and A.S. Novik Ltd., a company organized under the laws of Israel, corporate number
513439273, whose address is 30 Anni Maamin Street Ramat Hasharon Israel 47212 (the “Consultant”).


 


WHEREAS,
reference is made to that Agreement entered into by and between the Company and the Consultant, dated September 7, 2018, as amended on
June 24, 2020 (the “Consulting Agreement”). All capitalized terms used but not otherwise defined herein shall have
the same meaning ascribed to such terms in the Consulting Agreement; and


 


WHEREAS, the Company
and Consultant have agreed to certain amendments of the Consultant Agreement as set forth below.


 


NOW THEREFORE, the parties
have agreed to the following amendments to the Consulting Agreement, effective as of January 1, 2021 (the “Effective Date”),
as follows:


 


		1.	Section 3(a) “(Base Retainer”) shall be amended
by the deletion of the sentence: “Payments of Base Retainer shall be made in NIS, calculated using the exchange rate of the day
of payment”.



 


		2.	A new subsection 3(f) shall be added to the Consulting Agreement:



 


Payments in NIS


 


“All Dollar amounts enumerated
in Section 3(a) (“Base Retainer”) and (d) (“Reimbursement of Expenses”), shall be paid to the Consultant
in NIS, based on a $:NIS Exchange rate of 3.581.”


 


		3.	A new subsection Section 3(g) shall be added to the Consulting
Agreement:



 


Commission Payment


 


		(i)	“Should the Company consummate a Commercial Transaction,
or Sale, the Consultant shall receive 3.33% of Gross Proceeds actually received (the “Fee”) during the first five (5) years
from the Sale or Commercial Transaction. However, in the case of a Commercial Transaction, the Fee with respect to any individual Commercial
Transaction, shall only be paid once the aggregate Consideration actually received by the Company in respect of such Commercial Transaction
are equal or greater than $20 million. A “Sale” shall mean: (a) any merger, consolidation, joint venture or other
business combination (the “Business Combination”) pursuant to which the business of the Company is combined with that of
a third party (which is not an affiliate of the Company) (a “Purchaser”) such that the shareholders of the Company prior
to the consummation of the Business Combination, own less than 50% of the Company following the Business Combination; (b) the acquisition
by a Purchaser as part of a Business Combination, directly or indirectly, of any of the capital stock of the Company, by way of negotiated
purchase or any other means; and/or (c) the acquisition by a Purchaser, directly or indirectly, of any of the assets, properties and/or
businesses of the Company, by way of a direct or indirect purchase, lease, license, exchange, joint venture or other means. A “Commercial
Transaction” shall mean any partnering, licensing or similar deal in which the Company receives consideration. “Consideration”
shall mean the total amount of cash and the fair market value (which fair market value shall be reduced in respect of any property paid
at a discount) of other property paid or payable in connection with the Sale (including amounts paid into escrow, other than in connection
with contingent payments) to the Company, its shareholders and/or holders of its other securities convertible into equity, including
amounts paid or payable to acquire unexercised or unconverted warrants, convertible securities, options or similar rights, whether or
not vested, plus, without duplication, in the event of a Sale structured under clause (a) or (b) of the definition of “Sale”,
the principal amount of all indebtedness for borrowed money or similar non-trade related liabilities of the Company (collectively, “Indebtedness”)
outstanding immediately prior to consummation of the Sale or, in the case of a sale of assets, all Indebtedness of the Company assumed
by the Purchaser.



 






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		(ii)	If the Consideration is subject to increase by contingent
payments related to future events, or is otherwise to be paid over time, the Fee relating thereto shall be calculated and paid as and
when such payments are made, regardless of the date on which made. For purposes of determining the fair market value of any non-cash
Consideration, such determination shall be made on the business day preceding the closing of the Sale, except that if any part of the
Consideration consists of marketable securities, for purposes of determining the amount of the Consideration the value of those securities
shall be determined by using the average of the last sale prices for those securities on the 10 trading days ending the last business
day preceding the closing of a Sale.”



 


		4.	Except as explicitly stated herein, all other terms and conditions
of the Consulting Agreement shall remain in effect and unchanged.



 


		5.	This Amendment shall be read together with the Consulting
Agreement, and shall constitute an integral part thereof, and, save as expressly amended by this Amendment, the Consulting Agreement
shall remain unaltered and in full force and effect.



 


		6.	This Amendment constitutes the final, complete and exclusive
agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions or agreements between
the parties with respect to the subject matter hereof. No modification of or amendment to the Consulting Agreement as amended by this
Amendment, nor any waiver of any rights under this Amendment, will be effective unless in writing and signed by both parties hereto.



 


		7.	This Amendment and the Consulting Agreement shall be governed,
construed and enforced in accordance with, the laws of Israel. The competent courts in the District of Tel Aviv shall have exclusive
jurisdiction in all matters arising out of or in connection with the Consulting Agreement as amended hereby.



 






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IN WITNESS WHEREOF, each
of the parties hereto has caused this Second Amendment to be executed, all as of the day and year first above written.


 


	ENLIVEX THERAPEUTICS, LTD.	 	A.S. NOVIK LTD.
	 	 	 
	By:	/s/
    Oren Hershkovitz               	 	By:	/s/
    Shai Novik           
	Its:	Chief Executive Officer                  
	 	By: 	 



 


 


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