Exhibit 4.31


 


Active
Chairman Agreement


 


This
Active Chairman Agreement (“Agreement”), is made effective as of April 19, 2020 (“Effective Date”)
by and between:


 


P.V.
Nano Cell Ltd., Israeli Company Number 514287093, with its head office located at 8 HaMasger Street, Migdal Haemek, POB 236, 23100,
Israel (the “PVN”); and


 


Exoro
Ltd, Israeli Company Number 516151875 with its head office located at 17 Arvei Nachal, Maccabim-Reut, Israel, a company fully owned
by Dov Farkash (the “Company”).


 


(Each
a “Party” and together the “Parties”)


 


	WHEREAS	PVN
                                            wishes to retain the Company and its principal Dov Farkash (“Dov”) in
                                            order to provide PVN with certain services as described in the attached Appendix A and
                                            the Company and Dov agrees to provide Services (as defined below) as an independent contractor.



 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree and
covenant as follows:


  


	1.	Active
                                            Chairman Agreement
	 	 
	1.1	The
preamble hereto and the schedules attached hereto form integral and binding parts of this Agreement.
	 	 
	1.2	PVN
                                            wishes to retain the Company in order to provide the services described in Appendix
                                            A of this Agreement (the “Services”) to be provided solely by
                                            Dov as described in section 1.4, effective as of April 19, 2020 (the “Effective
                                            Date”), and during the Term (as defined below) of this Agreement, and the Company
                                            agrees to provide these Services. The scope of Services may be updated from time to time
                                            as mutually agreed between the Parties.
	 	 
	1.3	The
                                            Company and Dov shall report directly to the Board of Directors (“BoD) of PVN.
	 	 
	1.4	The
                                            Company will provide the Services solely via Dov in the position of an Active Chairman of
                                            the BoD, and may not assign or sub-contract the performance of the Services to any third
                                            party, without the prior written consent of PVN.
	 	 
	1.5	PVN
shall sign an indemnification and exemption agreement with Dov and will include Dov in PVN’s D&O Insurance no later than 3
business days after the Effective Date of this agreement.
	 	 
	1.6	Dov,
                                            will dedicate his best experience, talent, expertise and knowledge for the provision of the
                                            Services, and will perform the Services in a loyal, conscientious and dedicated manner, and
                                            in accordance with the PVN’s policies as may be in effect from time to time and with
                                            reasonable instructions of the PVN’s BoD.



 


During
the Term of this Agreement, neither the Company, nor Dov shall engage in any activity,
commercial or otherwise, if such activity can reasonably be expected to create or assist in creating a conflict of availability or a
conflict of interest or competition with PVN.


 




    -1-


     


    

 


	1.7	The
                                            Company confirms that neither it, nor Dov bring or were required to bring to PVN any proprietary
                                            materials of third parties, and that the Company and Dov are under no restrictions regarding
                                            the rendering of the Services to PVN and the execution of this Agreement.
	 	 
	1.8	The
Company act as an independent contractor. The Services are provided to PVN by the Company, via Dov, on an independent contractor basis,
absent of an employment relationship between PVN, the Company and/or Dov, based on the Company’s, specific request. The Company
declares that it is aware of all the financial consequences resulting from the Company’s engagement as an independent contractor.
The Company shall be solely responsible for Dov and his performance under this Agreement and shall bear and timely make payments of his
salary, social rights and any other rights he is entitled to under any applicable law including any deductions and allocations. The Parties
do not intend, and this Agreement and the performance of the Services hereunder shall not be construed, to give effect to employment,
partnership, joint venture or agency relations between the Parties and/or between PVN and Dov. The Company undertakes not to present
any claims against the PVN in that regard.
	 	 
	1.9	The
                                            Company hereby confirms that: (i) it is a certified Company, duly registered under the tax
                                            and employment laws applicable to Company; and (ii) it files all necessary reports with the
                                            applicable tax authorities and national security authorities as an independent contractor,
                                            and makes all due payments. Without derogating from the above, it shall be the sole and exclusive
                                            responsibility of the Company to make the necessary contributions and/or compulsory payments
                                            to the applicable tax and other government authorities and/or private funds and insurance
                                            companies, all in accordance with applicable laws.
	 	 
	1.10	The
                                            Company undertakes to maintain a proper set of accounting books as required by applicable
                                            law and to open and/or maintain a file with the applicable tax and other governmental authorities.
                                            The Company is exclusively responsible for filing any reports with said authorities, which
                                            are required to be filed in connection with and arising out of the Services rendered by the
                                            Company under this Agreement.
	 	 
	1.11	Should
                                            the Company or any other party on its behalf present any claim against PVN, based upon allegation
                                            of employee-employer relations, the Company will indemnify and hold PVN harmless for and
                                            against such claims, and PVN may offset any consideration it may owe to the Company against
                                            such indemnification sums. Furthermore, the Company agrees that if a claim is filed
                                            by it or by Dov or by any of its Representatives or any third party on the Company’s
                                            behalf against PVN based on alleged employee-employer relations, and a competent court of
                                            law rules that the Company or Dov were employed by the Company, then: (i) the monthly gross
                                            salary due will be calculated as 60% of the monthly Consulting Fee (as per Section 2.1 below),
                                            (ii) the Company shall refund to PVN all sums previously paid by PVN in excess of such gross
                                            salary, and (iii) PVN shall use the refund amounts towards satisfaction of employer’s
                                            obligations arising from the aforesaid court-recognized employee-employer relations.



 




    -2-


     


    

 


	1.12	The
Services performed hereunder are “work for hire”, and the Company or Dov or its Representatives shall have no rights or title
in such Services, or any part thereof or any of its products or results, and PVN shall own all rights to such work in its name or otherwise,
including copyrights, patents, trademarks and other lights.
	 	 
	1.13	The
                                            Company or Dov are not allowed to obligate and/or bind PVN in any way and/or create any commitments
                                            on the PVN’s behalf, except as required for the performance of the Services and as
                                            authorized by the BoD of PVN.
	 	 
	1.14	The
Company and Dov shall perform the Services according to all applicable laws, rules and regulations. Without derogating from the above
said, the Company and Dov specifically warrants that it shall comply with all applicable rules and regulations concerning the prevention
of corruption, money laundering and terrorism, and in accordance thereto.
	 	 
	1.15	PVN
                                            and its CEO hereby confirms that they are authorized to commit to this agreement and all its
                                            related obligations and there are no legal nor other matters that prevents them from undertaking
                                            this agreement.
	 	 
	1.16	PVN
                                            will indemnify and hold Company and Dov harmless for and against any claims that arise from
                                            entering this agreement subject to the agreement defined in article 1.5.
	 	 
	2.	Remuneration
	 	 
	2.1	Fee: In consideration of the Services to be provided by the Company and in consideration of the Company’s other obligations hereunder,
PVN will pay the Company a gross monthly consulting fee in the amount set out in Appendix A attached hereto (the “Consulting
Fee”).
	 	 
	2.2	Options: PVN
BoD will grant the Principle options to purchase Ordinary Shares of PVN in the amount and terms set out in Appendix A attached
hereto (“Options”).



 


Such
Options grant shall be subject to the provisions of the Israeli Income Ordinance or any other applicable law. The Options, when granted,
shall be subject to the terms and provisions of PVN’s 2010 Option Plan and the provisions of a respective share option agreement
to be executed between PVN and the Principle. Other terms and conditions of such Options shall be determined by the Board, in its sole
discretion.


 


The
Principle shall bear all taxes and other compulsory payments associated with the Options. In the event of termination of this Agreement
for any reason, any unvested Options shall expire immediately.


 


	2.3	Expenses: In addition to the Consulting Fee, the Company shall be reimbursed for certain Service-related out of pocket expenditures incurred
by it in connection with the performance of the Services, subject to prior written approval of the Company and in accordance with the
Company’s expense return policy as described in Appendix A. All other expenses and costs of the Company and Dov arising
from or related to the provision of the Services will be borne and paid by the Company.
	 	 
	2.4	At
                                            the end of each calendar month or at the beginning of the following one, the Company will
                                            submit an Invoice with the Consulting Fee due, to be verified by PVN. VAT will be added
at the rate applicable at the time of each payment. PVN will pay the monthly verified Invoice for the previous month until the 9th of
each month. PVN shall withhold any required withholding tax from any remuneration payable to the Company according to applicable laws
or according to a specific tax withholding approval provided by the Company, if provided.



 




    -3-


     


    

 





	2.5	The
                                            Company shall bear, be responsible for, and shall indemnify and hold the PVN harmless from,
                                            all payments required to be made to the tax authorities, National Insurance Institute, health
                                            and life insurance and any other obligatory payments related to the provision of the Services
                                            hereunder or to the remuneration provided in connection therewith.
	 	 
	2.6	The
Parties confirm that the remuneration detailed in this Section 2 above is the full and exclusive remuneration due to the Company for the
Services hereunder, and constitute the total cost to PVN.
	 	 
	3.	Secrecy
                                            and other Intellectual Property Issues
	 	 
	3.1	The
                                            Company and Dov undertakes to execute, perform and abide by the Secrecy, Intellectual Property
                                            and Non-Compete Undertakings as attached hereto as Appendix B, and shall cause
                                            its Representatives to countersign, perform and abide by the terms therein.
	 	 
	4.	Term
                                            & Termination
	 	 
	4.1	This
                                            Agreement is made for period of four months with PVN’s right to renew for additional
                                            nine months and may be terminated by either party upon a 45 days prior written notice to
                                            the other party.
	 	 
	4.2	In
                                            addition, each party shall have a right to terminate this Agreement immediately - if termination
                                            is made for Cause. The term “Cause” in this Agreement shall be defined as any
                                            of the following events or acts of PVN, the Company or Dov: (a) a material breach of this
                                            Agreement which has not been remedied within 14 days of written notice, (b) breach of confidence,
                                            loyalty or unauthorized disclosure or use of PVN’s or third parties intellectual properties,
                                            (c) self-dealing, embezzlement or misappropriation of the PVN’s property or serious
                                            damage to the PVN’s property which is intentionally caused, (d) gross negligence or
                                            misconduct, (e) criminal behavior as determined by a court of law, except as for traffic violations,
                                            or other offences which do not require mens rea.
	 	 
	4.3	Termination
                                            of this Agreement as stated above is without liability for any claims or payments beyond
                                            those earned or accrued in the course of the Services hereunder; and the Company and PVN
                                            hereby waives any and all such claims. Without derogating from the generality of the aforementioned,
                                            termination of this Agreement will not entitle either Party to any compensation.
	 	 
	4.4	Upon
termination of this Agreement, the Company and Dov shall immediately return to PVN each and every asset in its possession or control
which belongs, or has been entrusted, to the Company and/or Dov, including, without limitation, all materials of any kind (whether in
written or electronic form, computer files or otherwise) concerning the PVN’s
Proprietary Information (as such term is defined in Appendix B) and all copies thereof, and the Company or Dov shall not
retain any copies of such materials in whatever form and on whatever media.



 




    -4-


     


    

 





		4.5	The
provisions of Sections 1.8-1.12, 2.5, 4.3, 4.4 and 5.1 through 5.6 of this Agreement shall remain valid and binding regardless the termination
of this Agreement, and will survive such termination.
	 	 	 
		4.6	Failing
                                            to fulfill Articles 1.5, 1.16, 2.1 will be considered as a material breach
	 	 	 
		5.	General
                                            Provisions
	 	 	 
		5.1	This
                                            Agreement forms the complete and exclusive agreement between the Parties as to its subject
                                            matter; and it cancels any prior verbal or written agreement related thereto. Any change
                                            to this Agreement requires a duly signed document.
	 	 	 
		5.2	PVN
                                            shall be entitled to assign its rights and/or obligations under this Agreement, in whole
                                            or in part, to any third party without the need to obtain the consent of the Company, provided
                                            only that the Company’s rights are not materially prejudiced by such assignment.
	 	 	 
		5.3	The
                                            failure or delay of either Party to require the performance of any term under this Agreement,
                                            or the waiver by either Party of any breach under this Agreement, shall not prevent subsequent
                                            enforcement of such terms, nor be deemed a waiver of any subsequent or prolonged breach.
	 	 	 
		5.4	Any
                                            notice sent by one Party to the other by registered mail will be deemed to have been received
                                            on the 5th business day after the day of mailing. Electronic messages will be
                                            deemed to have been received on the business day following the day of transmission, hand
                                            delivery shall be deemed to have been received upon delivery.
	 	 	 
		5.5	This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute
one and the same instrument, with the same effect as if the signatures thereto were upon the saine instrument. The exchange of signature
pages (in counterparts or otherwise) by electronic transmission in electronic files or by facsimile copies shall have the same legal
effect as the exchange of signed originals and shall be sufficient to bind the Parties to the terms and conditions of this Agreement.
	 	 	 
		5.6	This Agreement is
                                                                                                                                                                    exclusively governed by the laws of the State of Israel, as they apply to agreements made and to be performed in Israel, without
                                                                                                                                                                    regard to “choice of law” provisions. The courts of Israel (in the city of Haifa) will have exclusive jurisdiction over
                                                                                                                                                                    all claims arising out of or relating to this Agreement, and each Party hereby consents and submits to such exclusive jurisdiction.
                                                                                                                                                                    However, in matters involving a breach or infringement of intellectual property rights, PVN shall be entitled to bring action
                                                                                                                                                                    against the Company in any other competent court. Judgements, verdicts and decrees of any of the aforesaid courts shall be
                                                                                                                                                                    enforceable against either Party in any country.



 


THE
COMPANY CONFIRMS THAT IT IS FAMILIAR WITH THE ENGLISH LANGUAGE AND DOES NOT REQUIRE TRANSLATION OF THIS AGREEMENT TO ANY OTHER
LANGUAGE. THE COMPANY FURTHER CONFIRMS THAT IT HAS BEEN ADVISED BY PVN THAT IT MAY CONSULT AN ATTORNEY BEFORE EXECUTING THIS
AGREEMENT AND THAT IT HAS BEEN AFFORDED AN OPPORTUNITY TO DO SO.


 


 


 


[Signature
page to follow]


 




    -5-


     


    

 


[Signature
Page of the Consultancy Agreement]


 


And
in Witness hereof the Parties sign and execute this Agreement


 


	/s/ Fernando de la Vega	 	/s/ Dov Farkash
	P.V. Nano Cell Ltd. (PVN)	 	Exoro Ltd (Company)
	 	 	 
	By: Fernando de la Vega	 	Dov Farkash



 


Confirmations:


 


We,
the undersigned, being the Principle and Representatives of the Company pursuant to the above Agreement, hereby confirm and undertake
towards PVN that we will personally comply with the undertakings and representations of the Company as detailed in this Agreement including
its annexes.


 


	/s/ Dov Farkash	 	 
	Dov Farkash	 	 



 


We,
the undersigned, being the authorized Representatives of PVN pursuant to the above Agreement, hereby confirm and undertake towards the
Company that we will personally comply with the undertakings and representations of PVN as detailed in this Agreement including its annexes.


 








	/s/ Fernando de la Vega	 	 
	PVN CEO	 	 


 







    -6-


     


    

 


Appendix
A


 


Services
and scope:


 


	 	1.	Dov
Farkash will be nominated as a Board member and the Active Chairman of the Board of Directors effective as of the Effective Date.
	 	 	 
	 	2.	Dov
will focus on the Company’s go to market strategy and finding the best 2-3 applications for the Company’s product that will
secure revenue streams, he will by no means mange the Company or intervene in the day to day functions of the Company.
	 	 	 
	 	3.	Dov
will be committed to 3 business days a week performance, on average, some of which will be performed at the Company’s place of
business and some of which will be done by travel.



 


Active
Chairman Fee:


 


	 	1.	The
                                            compensation for these Services is set at NIS 40,000 + VAT per month against a tax invoice.
	 	 	 
	 	2.	A
budget of up to $10,000 per month will be allocated for expense reimbursement for business travel overseas and locally, to be submitted
on a monthly basis not later than the 5th of each month with all supporting receipts against an invoice, all in accordance with the tax
regulations and the following guidelines:



 


	 	a.	Travel
                                            overseas:



 


	 	i.	Flight
Rate in an economy status.
	 	 	 
	 	ii.	Hotels
limited to a max of $300 per night.
	 	 	 
	 	iii.	Per diem will be in
                                                                                                                       accordance with the tax regulation, in case board was provided by PVN, per diem will not be provided.



 


	 	b.	Travel
                                            in Israel:



 


	 	i.	Paid
tolls (i.e. ‘kvish 6’ etc.).
	 	 	 
	 	ii.	Millage
                                            expense in accordance with the tax regulation requirement.



 


	 	3.	For
                                            the period of March-April 2020 in which Dov started to work with PVN prior to the closure
                                            of this Agreement, a lump sum of NIS 20,000 + VAT will be paid to the Company in 2 monthly
                                            installments against a tax invoice.



 


Options:


 


A
grant of stock options with be provided to reflect 0.5% of total equity, all in accordance with the compensation plan of PVN for
directors. Exercise price will be the same price as per last grant authorized in the compensation committee on January 7, 2020.
Vesting will be first year cliff and thereafter in accordance with the standard of PVN’s Option Plan, In the event the
engagement is set via Dov’s wholly owned Company (Exoro ltd.) the grant of options will be subject to section 3i and not
section 102 of the tax ordinance, unless otherwise provided approval form the tax authorities to grant options under section 102
despite working with a wholly owned company.


 


***********************************


 




    -7-


     


    

 


Appendix
B


 


SECRECY,
INTELLECTUAL PROPERTY AND NON-COMPETE UNDERTAKINGS


 


In
consideration of the disclosure by PVN to the Company of information relating to the Services and the remuneration as set out in Section
2 of the Agreement, the Company hereby agrees as follows:


 


	1.	In
                                            this Appendix B, the term “PVN” shall mean PV Nano Cell and any of the PVN’s
                                            present or future subsidiaries in which PVN is a shareholder, directly or indirectly, and
                                            the PVN’s affiliates, as currently exist and as may exist in the future.
	 	 
	2.	The
                                            term “Proprietary Information” means any and all confidential and/or proprietary
                                            knowledge, data or information of PVN or of any third party which is disclosed to Company
                                            or which it otherwise obtains or generates as a result of the Services (including the implications,
                                            results and applications of the Services and any knowhow, intellectual property and other
                                            rights relating to the results of the Services), including without limitation technical,
                                            business, marketing, financial, administrative, management and commercial information related
                                            to PVN, its products, current or prospective, knowhow, technology, trade secrets, software,
                                            copyright, process, commercial relations, actual and potential clients and suppliers, business
                                            or other plans, and any other information of a proprietary or confidential nature. Without
                                            derogating from the generality of the above said, information which by nature is deemed to
                                            be proprietary and non-public information and any information discussed and presented
                                            at any meeting of PVN in which the Company attended shall also be recognized as Proprietary
                                            Information.
	 	 
	3.	The
                                            term “Proprietary Information” does not include information (i) which is, at
                                            the date of signature hereof or thereafter, enters the public domain, through no act or omission
                                            by the Company or anyone on its behalf, (ii) information which was known to Company prior
                                            to its disclosure (in the case of information disclosed by PVN) or prior to its generation
                                            (in the case of Proprietary Information generated by Company), as evidenced by its written
                                            records at the time of disclosure or generation (as applicable), (iii) information developed
                                            independently by Company without use of or reference to the Proprietary Information, as demonstrated
                                            by documentary evidence, (iv) information received by Company at any time from other sources
                                            that were legally entitled to receive and transfer such information without any obligation
                                            of confidentiality to PVN.
	 	 
	4.	Proprietary
                                            Information and any part thereof are recognized by Company as being confidential and the
                                            exclusive and sole property of PVN.
	 	 
	5.	The
                                            Company undertakes to maintain the confidentiality of the Proprietary Information, not to
                                            disclose or make available to any third party any of the Proprietary Information nor to make
                                            any use or enable others to make any use thereof other than for purposes of the Services,
                                            without the express prior written approval of PVN.



 


If
required by law, Company may disclose Proprietary Information to a governmental authority or by order of a court of competent jurisdiction,
provided that (a) unless restricted by such authority, Company shall immediately notify PVN and take reasonable steps to assist PVN in
contesting such request, requirement or order or otherwise protecting PVN’s rights and (b) Company shall limit the scope of such
disclosure only to such
portion of the Proprietary Information that it is legally required to disclose.


 




    -8-


     


    

 


The
confidentiality and non-use obligations contained herein will remain valid and binding regardless of the termination of the Agreement
and shall survive for a period of seven (7) years from the date of termination of this Agreement, and with respect to technological and
technical information of PVN including trade secrets, the post termination period of compliance shall remain until said information comes
into the public domain through no fault of the Company or anyone on its behalf.


 


	6.	The
                                            term “Proprietary Rights” shall mean all inventions, discoveries, ideas, know-how,
                                            works of authorship and confidential information, including copyrights, patents and patent
                                            applications, trade secrets, trademarks, service marks, design marks, any registrations or
                                            applications relating to any of the foregoing.



 


Inventions,
if any, patented or unpatented, made by Company prior to the date of this Agreement are excluded from the scope of this Agreement.


 


Company
hereby assigns and agrees to assign in the future (when any such inventions or Proprietary Rights are first reduced to practice or first
fixed in a tangible medium, as applicable) to PVN all its rights, title and interest in and to any and all Proprietary Rights whether
or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or generated by Company,
either alone or jointly with others, in the performance of the Services for PVN. Inventions assigned to PVN, or to a third party as directed
by PVN pursuant to this Section 6, are hereinafter referred to as “PVN Inventions.”


 


The
Company acknowledge that all original works of authorship which are made by Company (solely or jointly with others) in the performance
of the Services for PVN and which are protectable by copyright are “works made for hire” and are the property of PVN pursuant
to applicable copyright law. Any assignment of copyright hereunder (and any ownership of a copyright as a work made for hire) includes
all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral
rights” (collectively “Moral Rights”). To the extent such Moral Rights cannot be assigned under applicable law and
to the extent the following is allowed by the laws in the various countries where Moral Rights exist, the Company hereby waives such
Moral Rights and consents to any action of PVN that would violate such Moral Rights in the absence of such consent including the right
to prevent changes in such works and/or to be named in its name.


 


Company
will assist PVN in every proper way to obtain, and from time to time enforce, any patent rights relating to PVN Inventions in any and
all countries, at PVN’s expense. To that end Company will execute, verify and deliver such documents and perform such other acts
(including appearances as a witness) as PVN may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such patent rights and the assignment thereof. In addition, Company will execute, verify and deliver such assignments of
such patent rights to PVN or its designee as PVN may reasonably request. PVN shall compensate the Company at a reasonable rate for the
time actually spent by Company at PVN’s request on such assistance. Company’s obligation to assist PVN with respect to patent
rights relating to such PVN Inventions in any and all countries shall
continue beyond the termination of this Agreement.


 




    -9-


     


    

 


The
Company hereby agrees that it shall not be entitled to any additional compensation for the assignments described in this Section 6 above
beyond the consideration set forth in the Agreement. The Company acknowledges and agrees that it will not be entitled to additional royalties,
consideration or other payments with regard to any of the Proprietary Rights assigned to PVN as set forth above, and does hereby explicitly,
irrevocably and unconditionally waives the right to receive any such additional royalties, consideration or other payments.


 


	7.	The
                                            Company shall not use any third party’s intellectual property, materials, documents,
                                            other resources or confidential information in the performance of the Services.
	 	 
	8.	The
                                            Company shall report to PVN’s BoD during the period of the Agreement of any intention
                                            to provide services which create conflict of interest between Company’s other business
                                            interests and its position as a consultant in PVN. Within ten (10) business days from such
                                            notification, PVN shall inform the Company whether it wishes to continue with the terms of
                                            the Agreement or, at its sole discretion, terminate it with immediate effect.
	 	 
	9.	Without
                                            prejudice to the generality of the foregoing, the Company agrees that during the period of
                                            this Agreement plus a “freeze period” (as defined below), the Company will not,
                                            directly or indirectly, for its own account or for the account of others (including without
                                            limitation as a stockholder, director, officer, employee/employer, investor, partner, consultant,
                                            sole proprietor or independent contractor), do or participate or assist or allow to do any
                                            of the following:



 


		(a)	Directly
                                            compete or assist others to compete with the business of PVN;
	 	 	 
		(b)	Request
                                            or advise any past, present or future business associate of PVN to decrease or cancel their
                                            business with PVN;
	 	 	 
		(c)	Cause
                                            any employee or consultant of PVN to terminate his relations with PVN or to work for the
                                            Company or for any party associated with the Company.



 


The
“Freeze Period” shall be equal in length to the service period hereunder, but in any case, not shorter than 6 months and
not longer than 12 months.


 


The
Parties confirm that during the provision of the Services hereunder, the Company will be exposed to confidential Proprietary Information
of PVN; and that any activity as forbidden under subsections (a), (b) and (c) above is bound to breach the right of PVN to the exclusive
use of such Proprietary Information; and therefore, the Parties agree that the freeze period is intended to ensure such rights of PVN.


 


	10.	Upon
                                            termination of the Agreement, the Company shall immediately return to PVN and delete from
                                            its network all materials of any kind (whether in written or electronic form, computer files
                                            or otherwise) concerning the Proprietary Information, including all copies thereof, and it
                                            shall not retain any copies of such materials and shall erase such from all of his files
                                            and records in any format.



 


And
in Witness hereof the Parties sign and execute this Schedule 2


 




    -10-


     


    

 


	/s/ Fernando de la Vega	 	/s/ Dov Farkash
	PVN	 	Exoro Ltd (Company)
	 	 	 
	P.V. Nano Cell Ltd.	 	 
	 	 	 
	By: Fernando de la Vega	 	Dov Farkash


 


Confirmation:


 


We,
the undersigned, being the Principle and Representatives of the Company pursuant to the above Agreement, hereby confirm and undertake
towards PVN that we will personally comply with the undertakings and representations of the Company as detailed in this Schedule 2, Secrecy,
Intellectual Property And Non-Compete Undertakings.


 


	/s/ Dov Farkash	 	 
	Dov Farkash	 	 


 


 


-11-