Exhibit 4.28


 


Consultancy
Agreement


 


This Consultancy Agreement (“Agreement”),
is made effective as of June 1st, 2021 (“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, 2310102, Israel (the “Company”);
and


 


Ran Eisenberg, I.D Number 003855012, residing at 7 Benayahu
st., Tel Aviv, Israel (the “Consultant”).


 


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


 


		WHEREAS	the Company wishes to retain the Consultant services in his field of expertise and the Consultant 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.	Consultancy Agreement



 


		1.1	The preamble hereto and the schedules attached hereto form integral
and binding parts of this Agreement.



 


		1.2	Subject to receipt all required approvals under Companies Law
including the approval of the shareholders, the Company hereby retains the Consultant in order to provide the services of the Company
CEO as described in Schedule 1 of this Agreement (the “Services”), effective as of June 1st,
2021 (the “Effective Date”), and during the Term (as defined below) of this Agreement and the Consultant agrees to
provide these Services. The scope of Services shall be agreed between the Parties from time to time.



 


		1.3	The Consultant shall report directly to the Board of Directors
(“BoD”) of the Company.



 


		1.4	The Consultant will provide the Services solely via its employees
and/or consultants, and may not assign or sub-contract the performance of the Services to any third party, without the prior written
consent of the Company. The Services shall be provided by Mr. Ran Eisenberg (“Ran”) in the position of CEO.



 


		1.5	Ran shall be entitled to enter into an indemnification and exemption
agreement with the Company and to be included in the Company's D&O Insurance. Ran shall be responsible to procure a professional
liability insurance policy with respect to the Services provided by him to the Company and the Company shall be an additional insured.



 


		1.6	The Consultant will cause Ran to dedicate his full time and to
the extent agreed upon between the Parties and to dedicate their best experience, talent, expertise and knowledge for the provision of
the Services, and to perform the Services in a loyal, conscientious and dedicated manner, and in accordance with the Company's policies
as may be in effect from time to time and with reasonable instructions of the Company’s BoD.



		 	 



		During the Term of this Agreement, the Consultant shall not 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 the Company, or interfere with the full efforts needed for performing the tasks in the Company.



 


		1.7	The Consultant confirms that he doesn’t bring or was required
to bring to the Company any proprietary materials of third parties, and that the Consultant is under no restrictions regarding the rendering
of the Services to the Company and the execution of this Agreement.



 






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		1.8	The Consultant is an independent contractor. The Services are
provided to the Company by the Consultant, on an independent contractor basis, absent of an employment relationship between the Company
and the Consultant. The Consultant declares that it is aware of all the financial consequences resulting from the Consultant's engagement
as an independent contractor. The Consultant shall be solely responsible for his performance under this Agreement and shall bear and
timely make payments of his salaries, social rights and any other rights his 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 the Company and any of
the Representatives. The Consultant undertakes not to present any claims against the Company in that regard.



 


		1.9	The Consultant hereby confirms that: (i) it is a certified dealer
עוסק מורשה, duly registered under the tax and employment laws applicable to Consultant;
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 Consultant 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 Consultant 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
Consultant 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 Consultant under this Agreement.



 


		1.11 	Should the Consultant or any other party on its behalf present
any other claim against the Company, whether based upon allegation of employee-employer relations or otherwise, the Consultant will indemnify
and hold the Company harmless for and against such claims, and the Company may offset any consideration it may owe to the Consultant
against such indemnification sums. Furthermore, the Consultant agrees that if a claim is filed by it or by any of its Representatives
or any third party against the Company based on alleged employee-employer relations, and a competent court of law rules that the Consultant
or its Representatives were employed by the Company, then: (i) the monthly gross salary due will be calculated as 60% of the Consulting
Fee (as per Section 2.1 below), (ii) the Consultant shall refund to the Company all sums previously paid by the Company in excess of
such gross salary, and (iii) the Company shall use the refund amounts towards satisfaction of employer's obligations arising from the
aforesaid court-recognized employee-employer relations.



 


		1.12 	The Services performed hereunder are "work for hire",
and the Consultant shall have no rights or title in such Services, or any part thereof or any of its products or results, and the Company
shall own all rights to such work in its name or otherwise, including copyrights, patents, trademarks and other rights.



 


		1.13 	The Consultant is not allowed to obligate and/or bind the Company
in any way and/or create any commitments on the Company's behalf, except as required for the performance of the Services and as authorized
by the BoD.



 


		1.14 	The Consultant shall perform the Services according to all applicable
laws, rules and regulations. Without derogating from the above said, the Consultant 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.



 


		2.	Remuneration



 


		2.1	Fee: In consideration of the Services to be provided by
the Consultant and in consideration of the Consultant’s other obligations hereunder, the Company will pay the Consultant a gross
monthly consulting fee in the amount set out in Schedule 1 attached hereto (the “Consulting Fee”).



 


		2.2	Options: The Company’s management shall recommend
to the Board of Directors of the Company to grant the Consultant options to purchase Ordinary Shares of the Company in the amount and
terms set out in Schedule 1 attached hereto (“Options”).



 


Such Options grant
shall be subject to: (i) the approval of the Board of Directors and the shareholders of the company;]and (ii) 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 the Company’s
2010 Option Plan and the provisions of a respective share option agreement to be executed between the Company and the Consultant. Other
terms and conditions of such Options shall be determined by the Board, in its sole discretion.


 


The Consultant 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 Consultant
shall be reimbursed for certain Service-related out of pocket expenditures incurred by it in connection with the performance of the Services,
subject to approval of the BoD and in accordance with the Company’s expense return policy. All other expenses and costs of the
Consultant arising from or related to the provision of the Services will be borne and paid by the Consultant.



 






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		2.	At the end of each calendar month or at the beginning of the following
one, the Consultant will submit an Invoice with the Consulting Fee due, to be verified by the Company. VAT will be added at the rate
applicable at the time of each payment. The Company will pay the monthly verified Invoice for the previous month until the 9th of each
month. The Company shall withhold any required withholding tax from any remuneration payable to the Consultant according to applicable
laws or according to a specific tax withholding approval provided by the Consultant, if provided.



 


		2.5	The Consultant shall bear, be responsible for, and shall indemnify
and hold the Company 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 Consultant for the Services hereunder, and constitute the total cost to the
Company.



 


		3.	Secrecy and other Intellectual Property Issues



 


		3.1	The Consultant undertakes to execute, perform and abide by the
Secrecy, Intellectual Property And Non-Compete Undertakings as attached hereto as Schedule 2, and shall cause its Representatives
to countersign, perform and abide by the terms therein.



 


		4.	Term & Termination



 


		4.1	This Agreement is made for a six month period and will be automatically
be renewed for a 12 month period, if not cancelled by one of the parties.



 


		4.2	The agreement may be terminated by either party upon a 30 days
prior written notice to the other party during the first six months and a 60 prior written notice to the other party during the 12 months
period.



 


		4.3	In addition, the Company 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 the Consultant: (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 the Company’s or third parties intellectual
properties, (c) serious and continuing breach of work behavior rules by the Consultant or its Representatives, (d) continuing and unjustified
refusal to carry out work assignments, (e) self-dealing, embezzlement or misappropriation of the Company’s property or serious
damage to the Company’s property which is intentionally caused, (f) gross negligence or misconduct, (g) criminal behavior as determined
by a court of law, except as for traffic violations, or other offences which do not require mens rea.



 


		4.4	Termination of this Agreement as stated above is without liability
of the Company for any claims or payments beyond those earned or accrued in the course of the Services hereunder; and the Consultant
hereby waives any and all such claims towards the Company, its affiliates and any other third party acting on its behalf. Without derogating
from the generality of the aforementioned, termination of this Agreement will not entitle either Party to any compensation.



 


		4.5	Upon termination of this Agreement or at such other time as directed
by the Company, the Consultant shall immediately return to the Company each and every asset in its possession or control which belongs,
or has been entrusted, to the Company, including, without limitation, all materials of any kind (whether in written or electronic form,
computer files or otherwise) concerning the Company's Proprietary Information (as such term is defined in Schedule 2) and all copies
thereof, and the Consultant shall not retain any copies of such materials in whatever form and on whatever media.



 


		4.6	The provisions of Sections 1.8 – 1.12, 2.5, 4.4, 4.5 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.



 


		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	The Consultant shall be entitled to assign this Agreement to a
company wholly owned by Ran by providing the Company with an assignment notice signed both the assignor and the assignee. The Company
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 Consultant, provided only that the Consultant'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.



 






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		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. Fax and 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 same 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, the Company shall be entitled to bring action against the Consultant in any other competent court. Jusgements,
verdicts and decrees of any of the aforesaid courts shall be enforceable against either Party in any country.



 


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


 


	היועץ מצהיר בזאת כי השפה האנגלית מוכרת לו וכי הוא אינו זקוק לתרגום הסכם זה לשפה אחרת. היועץ גם מצהיר כי הומלץ בפניו על ידי החברה לקבל ייעוץ משפטי בקשר להסכם זה בטרם החתימה עליו וכי ניתנה לו הזדמנות נאותה לעשות כן.


 


[Signature page to follow]


 









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[Signature Page of the Consultancy Agreement]


 


And in
Witness hereof the Parties sign and execute this Agreement


 


	 	/s/ Dr. Fernando De La Vega	 	/s/ Ran Eisenberg
	 	 	 	 
	 	The Company	 	Consultant
	 	P.V. Nano Cell Ltd.	 	Ran Eisenberg
	 	 	 	 
	By:		 	 



 


		Confirmation:	



 


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


 


	/s/ Ran Eisenberg	 	 
	Mr. Ran Eisenberg	 	 



 









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SCHEDULE 1


 


Services:


 


		1.	The Services to be performed by the Consultant shall include:



 


		1.1	CEO services, including, without limitation, initiating, leading and directing the Company activities,
business, operations and fund raising.



 


		1.2	Scope:



 


The Scope of the Services shall be as needed in
order to best perform the Services, and on an average of 100% full time position. The parties acknowledge that the Services are subject
to peaks of long hours and the Consultant acknowledges and agrees to be available at changing scopes.


 


		1.3	The Consultant shall provide a medical exam for health fitness.



 


		1.4	The Consultant will be present in the company premises in Migdal HaEmek at least three days a week.



 


Consulting Fee:


 


		2.	Subject to the aproval of the Consultant engagement in accordance
with the rules and regulations applicable to the Company, the Consultant shall be entitled to the following:



 


		2.1	The Consulting Fee shall be the following gross amount for each
full month in which the Services in the agreed scope were provided:



 


		2.1.1 	For the first period (as of the Effective Date and until the end of the fourth month thereafter) (the
“First Period”) the Consulting Fee shall be in the gross amount of NIS 40,000 per month plus VAT.



 


		2.1.2 	For the second period (as of the Effective Date and after the end of the fourth month thereafter) (the
“Second Period”) the Consulting Fee shall be in the gross amount of NIS 60,000 per month plus VAT.



 


		2.1.3 	Despite the above until occurrence of the following events, actual payment of the consulting fee shall
be as follows: :



 


		2.1.4 	As soon as $200k are raised actual payments of 10,000 NIS
per month.



 


		2.1.5 	As soon as additional $500k raised actual payments will be
as described in 2.1 and 2.2 and the previous 10,000 NIS payments adjusted retroactively.



 


		2.2	Car – the Consultant will lease a car (cost to be pre-coordinated
with the Company) and the Company will reimburse the costs on a monthly basis. PVN will provide a Dalkan.



 


		2.3	Notwithstanding to the above remuneration stated in section 2.1
above is subject to the raise of equity funds and in the event such raise $200K within 2  months from nomination  & $500K
 minimum within 6 months form nomination remuneration clause will be void and no claims or liability will be derived from this engagement.



 


Options:


 


		3.	Under the terms of this Agreement the Board will grant the Consultant
options to purchase Ordinary Shares of the Company, at an exercise price per option of US $0.17, in accordance with the following amounts
and vesting schedule:



 


		3.1	The Consultant shall be entitled to receive 2,003,436 (note: 3.5% of the outstanding shares,
including full CLA conversion – 57,241,025) Options which shall vest as follows: (i) 55,651 Options to vest on September
1st, 2021; and (ii) 55,651 Options to vest at the first calendar day of each calendar month thereafter until August
1st, 2024 (total of 36 months).



 






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		3.2	Vesting will be accelerated in Exit Event.



 


An “Exit Event” is defined
as: (i) the consummation of an initial public offering of ordinary shares of the Company on a recognized stock exchange (“IPO”);
or (ii) a sale of all or substantially all of the share capital of the Company to any individual, firm, corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company, governmental authority or other entity of any kind, and
shall include any successor (by merger or otherwise) of such entity (“Person”); or (iii) a sale, lease, conveyance or disposition
of all or substantially all of the assets of the Company; or (iv) a merger of the Company with or into another entity in which the shareholders
of the Company immediately prior to such merger, do not hold a majority of the share capital and voting rights of the surviving entity
immediately following such event,  by virtue of their holdings in the Company prior to the consummation of the transaction, or a
transaction or series of transactions in which a Person or group of Persons acquire more than 50% of the issued and outstanding share
capital of the Company (other than an acquisition of such share capital from the Company); or (v) an uplisting to a higher exchange (“Uplisting”)


 


		3.3	In addition, provided that the Consultant is still providing Services as CEO, the Consultant shall be
entitled to:



 


		3.3.1 	Receive 3% Options calculated on the number
of the issued warrants as of the date hereof (excluding future warrants if issued after the date hereof) exercised by the Company investors,
the Options will be priced at the same price as the warrants (i.e. if investor exercises 100,000 warrants at a price per share of $0.17
the Consultant will be entitled to options to purchase 3,000 shares at a price of $0.17 per share).



 


		3.3.2 	Receive 3% Options calculated out of investments
in the Company (up to an aggregate total investment sum of $10,000,000). Options will be priced at the same price as the investments
(i.e. if investor invests $100,000 at a price per share of $0.17 the Consultant will be entitled to options to purchase 17,647 shares
($3,000/$017) at a price of $0.17 per share).



 


		3.3.3 	Receive 2% Options calculated on the basis of
the outstanding shares (same as calculated in section 3.1) in an Exit Event if both of the following are achieved: (i) the valuation
is above $50,000,000, (ii) the price per share in the Exit Event is at least $0.78 adjusted for any split / reverse split. Receive an
additional 2% Options (total 4%) if the valuation is above $100,000,000 and the price per share in the Exit Event is at least $1.5 adjusted
for any split / reverse split.



 


Director


 


		4.	Ran Eisenberg will be appointed Director by the BoD as soon as
possible and not later than the next Shareholders meeting, subject to the approval of the shareholders.



 


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





 






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SCHEDULE 2


 


SECRECY,
INTELLECTUAL PROPERTY AND NON-COMPETE UNDERTAKINGS


 


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


 


		1.	In this Schedule 2, the term “Company” shall mean
the Company and any of the Company’s present or future subsidiaries in which the Company is a shareholder, directly or indirectly,
and the Company’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 the Company or of any third party which is disclosed to Consultant
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 the Company, 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 the Company in which the Consultant 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
Consultant or anyone on its behalf, (ii) information which was known to Consultant prior to its disclosure (in the case of information
disclosed by Company) or prior to its generation (in the case of Proprietary Information generated by Consultant), as evidenced by its
written records at the time of disclosure or generation (as applicable), (iii) information developed independently by Consultant without
use of or reference to the Proprietary Information, as demonstrated by documentary evidence, (iv) information received by Consultant
at any time from other sources that were legally entitled to receive and transfer such information without any obligation of confidentiality
to Company.



 


		4.	Proprietary Information and any part thereof are recognized by
Consultant as being confidential and the exclusive and sole property of the Company.



 


		5.	The Consultant 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 the Company.



 


If required by law,
Consultant 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, Consultant shall immediately notify Company and take reasonable steps to assist Company
in contesting such request, requirement or order or otherwise protecting Company’s rights and (b) Consultant shall limit the scope
of such disclosure only to such portion of the Proprietary Information that it is legally required to disclose.


 


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 the Company including trade secrets, the post termination period of compliance shall remain until said information comes into the public
domain through no fault of the Consultant 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 Consultant prior to the date of this Agreement are excluded from the scope of this Agreement.


 


Consultant 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 the Company 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 Consultant, either alone or
jointly with others, in the performance of the Services for the Company. Inventions assigned to the Company, or to a third party as directed
by the Company pursuant to this Section 6, are hereinafter referred to as “Company Inventions.”


 






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The Consultant acknowledge that all
original works of authorship which are made by Consultant (solely or jointly with others) in the performance of the Services for the Company
and which are protectable by copyright are “works made for hire” and are the property of the Company 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 Consultant hereby waives such Moral Rights and
consents to any action of the Company 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.


 


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


 


The Consultant 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 Consultant 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 Company 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 Consultant shall not use any third party's intellectual property,
materials, documents, other resources or confidential information in the performance of the Services.



 


		8.	The Consultant shall report to the Company’s BoD during
the period of the Agreement of any intention to provide services which create conflict of interest between Consultant's other business
interests and its position as a consultant in the Company. Within ten (10) business days from such notification, the Company shall inform
the Consultant 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 Consultant
agrees that during the period of this Agreement plus a “freeze period” (as defined below), the Consultant 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 the Company;



 


		(b)	Request or advise any past, present or future business associate
of the Company to decrease or cancel their business with the Company;



 


		(c)	Cause any employee or consultant of the Company to terminate
his relations with the Company or to work for the Consultant or for any party associated with the Consultant.



 


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


 


		10.	Upon termination of the Agreement, the Consultant shall immediately
return to the Company 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.



 






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


 





	The Company	 	Consultant
	P.V. Nano Cell Ltd.	 	Ran Eisenberg



 


	By:		 	 


 


		Confirmation:	



 


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


 


		






Ran Eisenberg


 


 


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