Exhibit
10.3


 


Employment
Agreement


 


THIS
Agreement is entered into as of January 1, 2017, by and between MBcure Ltd., an Israeli
Company under incorporation (the “Company”) and Assaf Oron ID. 032199556 (the
“Employee”).


 


		WHereas:	The
                                            Company is being established as a project company to participate in the biotechnological
                                            incubator established by FutuRxLtd (the “Incubator”).



 


		WHereas:	The
Company desires to employ the Employee in the position of Chief Business Officer (the “Position”) and the Employee desires
to enter into such employment, on the terms and conditions hereinafter set forth.



 


NOW,
THEREFORE the parties agree as follows:


 


1. Employment


 


(a) The
Employee shall be employed by the Company in the Position commencing as of January 8, 2017 (the “Commencement Date”).
The first 3 month of his employment shall be considered as a trial period (the “Trial Period”). The Employee
shall be under the direct supervision of the CEO, or anyone assigned by the CEO (the “Supervisor”). The Employee shall
perform the duties, undertake the responsibilities and exercise the authority as determined from time to time by the Supervisor and/or
the Company’s Board of Directors (the “Board”). The Employee’s
duties and responsibilities hereunder may also include, if so directed by the Supervisor and/or the Board, the performance of other services
for the Incubator.


 


(b) During
the course of his employment with the Company, the Employee shall honestly, diligently, skillfully and faithfully serve the Company.
Within the context of the Employee’s engagement with the Company, the Employee undertakes to devote all his efforts and the best of his
qualifications and skills to promoting the business and affairs of the Company, and further undertakes to loyally and fully comply with
the decisions of the Board. The Employee shall at all times act in a manner suitable of his position and status in the Company.


 


(c) The
Employee undertakes to promptly notify the chief executive officer of the Company regarding any matter or subject in respect of which
he has a personal interest and/or which might create a conflict of interest with his position in the Company.


 


(d) Excluding
periods of vacation, military reserve duty and sick leave to which the Employee is entitled, the Employee agrees to devote total attention
and full time to the business and affairs of the Company as required to discharge the responsibilities assigned to the Employee hereunder.


 


(e) The
Employee shall be employed on a full-time basis and shall work no less than 43 hours per week. The Employee shall work no less than 8.6
hours per day on average Sunday through Thursday. The Employee will also work outside of regular working hours and outside of regular
working days, as may be required by the Company from time to time. With respect to the Employee’s work during overtime hours, the Employee
will be entitled to the Overtime Payment for forty (40) global work hours per month. The Employee must obtain the Company’s prior approval
for work in excess of such quota of extra hours and notify the Company in writing in the event this average quota is exceeded.


 






     


     


    

 


(g) The
Employee hereby represents and undertakes to the Company all of the following:


 


(i) All
information supplied on the Employee’s employment application or resume is true and complete.


 


(ii) There
are no other undertakings or agreements preventing the Employee from making the commitments described herein and performing his obligations
under this Agreement.


 


(iii) To
the best of the Employee’s knowledge, the Employee is not currently, nor will by entering into this agreement be deemed to be, in breach
of any of the Employee’s obligations towards any former employer, including without limitation, any non-competition or confidentiality
undertakings.


 


(iv) In
carrying out the Employee’s duties under this agreement, the Employee shall act in accordance with his authority and pursuant to the
instructions given by the Supervisor and/or the Board, and shall not make any representations or make any commitments on behalf of the
Company, except as expressly and in advance authorized so to do.


 


(v) The
Employee acknowledges and agrees that the Company is entitled to conduct inspections within the Company’s offices and on the Company’s
computers, including inspections of electronic mail transmissions, internet usage and inspections of their content. For the avoidance
of any doubt, it is hereby clarified that any such examination’s findings shall be the Company’s sole property. The Employee acknowledges
and agrees that any messages and data sent from, received by, or stored in or upon the Company’s computers and communications systems
are the sole property of the Company, regardless of the form and/or content of these messages and data. The Employee should not consider
messages and data sent from, received by, or stored in or upon the Company’s computer and communications systems to be private and should
not send, receive, or store sensitive personal or private information using these systems. The Employee is deemed to have consented to
any reasonable use, transfer and disclosure of all messages and data contained or sent via the Company’s computer and communications
systems, including electronic mail. The Employee shall fully comply with the Company’s policies regarding computer and network, as may
be in effect from time to time, as set forth on the Company’s intranet. Notwithstanding the above, Employee may keep a personal folder
of reasonable size for storage of personal files and information, which shall remain employees’ private information.


 


(vi) The
Employee grants consent to the Company and its affiliates, and its/their employees, wherever they may be located, to utilize and process
the Employee’s personal work related information, including data collected by the Company for purposes related to the Employee’s employment.
This may include transfer of the Employee’s personnel records outside of Israel and further transfers thereafter. All personnel records
are considered confidential and access will be limited and restricted to individuals with need to know or process that information for
purposes relating to your employment only, such as management teams and human resource personnel. The Company may share personnel records
as needed solely for such purposes with third parties assisting human resources administration.


 






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2. Salary


 


(a) The
Company agrees to pay or cause to be paid to the Employee during the term of this Agreement a gross salary of NIS 31,500 (thirty-one
thousand and five hundred New Israeli Shekels) per month (the “Base Salary”). Because the Employee may be required
to work outside of regular working hours and outside of regular working days as stated above in Section 1(e), the Company agrees to pay
to the Employee a gross payment of NIS 8,500 (eight thousand and five hundred New Israeli Shekels) per month (the “Overtime
Payment”) on account of all such hours.


 


The Base
Salary together with the Overtime Payment (as applicable) shall constitute the “Salary” for purposes of this Agreement.


 


(b) The
Salary will be paid no later than the 9th day of each month, one month in arrears, after deduction of any and all taxes and
charges applicable to Employee as may be in effect or which may hereafter be enacted or required by law. Employee shall notify the Company
of any change that may affect Employee’s tax liability.


 


3. Employee
Benefits 


 


(a) The
Employee shall be entitled to the following benefits:


 


(i) Pension
Plan. The Company will pay to (unless agreed otherwise by the parties) a managers insurance company or a pension fund, subject
to the Employee’s decision, for the Employee, an amount equal to 8.33% of the Salary, which shall be allocated to a fund for
severance pay, and an additional amount equal to 5% of the Salary in case the Employee is insured through an managers insurance
policy, or 6.5% of the Salary in case the Employee is insured through a pension fund, which shall be allocated to a provident fund
or pension plan. In addition, the Company will deduct from the Salary an amount equal to 6% of the Employee’s Salary, which
shall constitute the Employee’s contribution to the insurance premium for the provident fund or pension plan. In case the Employee
chooses to allocate his pension payments to a managers insurance policy (and not a pension fund), the Company shall also insure
Employee under a Work Disability Insurance at the rate required to insure 75% of the Salary and for this purpose will
contribute an amount of up to 2.5% of the Salary insured in such insurance policy for disability insurance in a policy and/or
insurance company to be chosen by the Company, provided that such insurance is available for the Employee.


 


The
Employee hereby agrees and acknowledges that all of the payments that the Company shall make to the abovementioned pension plan shall
be instead of any severance pay to which the Employee or Employee’s successors shall be entitled to receive from the Company with respect
to the salary from which these payments were made and the period during which they were made (the “Termination Salary”),
in accordance with Section 14 of the Severance Pay Law 5723-1963 (the “Law”). The parties hereby adopt the General
Approval of the Minister of Labor and Welfare, published in the Official Publications Gazette No. 4659 on June 30, 1998, attached hereto
as Schedule B. The Company hereby waives in advance any claim it has or may have to be refunded any of the payments made
to the pension fund or the manager’s insurance policy, unless (1) the Employee’s right to severance pay is invalidated by a court ruling
on the basis of Sections 16 or 17 of the Law (and in such case only to the extent it is invalidated), or (2) the Employee withdrew funds
from the manager’s insurance policy for reasons other than an “Entitling Event” without first informing the Company of his
intention to do so. An “Entitling Event” means death, disability or retirement at the age of 60 or more.


 


(ii) Educational
Fund (“Keren Hishtalmut”). The Company will contribute to a recognized educational fund an amount equal to
7.5% of each monthly payment of the Salary, up to NIS 15,712, and will deduct from each monthly payment and contribute to such education
fund an additional amount equal to 2.5% of each such month’s Salary, up to NIS 15,712;


 


(iii) Transportation
Costs. The Employee will be entitled to Company related car maintenance and transportation expenses, as follows: the Company pay
a sum of up to NIS 2,500 per month as its contribution towards transportation costs, car insurance, registration and service expenses
against receipts, which will be calculated on a calendar year basis. It is hereby clarified that any and all tax consequences
resulting from this benefit shall be borne solely by Employee.


 






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(iv) Sick
Leave. The Employee will be entitled to sick leave payment from the first day of absence and up to a maximum of eighteen days a year.
It is hereby clarified, that to the extent the Employee is entitled to payments under the Employee’s managers insurance policy and/or
disability insurance, such payments will be in lieu of the payment of sick leave payments the Company will be entitled to pay under applicable
law.


 


(v) Vacation.
The Employee shall be entitled to an annual vacation of 21 working days at full pay (based upon a full time position). A “working
day” shall mean Sunday to Thursday inclusive, and Saturday shall be the weekly day of rest of the Employee. The dates of vacation
will be coordinated between the Employee and the Company. The Company may require the Employee to take vacation leave in accordance with
applicable law. The Employee must take at least 7 consecutive vacation days (of which only 5 need to be working days) per calendar year.
The Employee may transfer up to 5 vacation days from year to year; provided, that in the event that the Office of the Chief Scientist
at the Israeli Ministry of the Economy (the “OCS”) decides to discontinue funding of the Company at any time prior
to the lapse of a three year period, such accumulated vacation days shall be forfeited; and (ii) redemption of vacation days will not
be permitted in any case. Any unused vacation days beyond this limit will be forfeited, subject to applicable law.


 


(vi) Recuperation
Pay (“dme’i havra’a”). The Employee shall be entitled to recuperation pay as required by law, which shall be paid
on a monthly basis.


 


(b) During
any period of the Employee’s military reserve service, the Company shall pay the Salary and all other social benefits due to the
Employee hereunder. National Insurance Institute payments in connection with such military reserve duty shall be retained by the
Company.


 


4. Expenses.


 


The
Employee shall be entitled to receive reimbursement, on a monthly basis, of all direct expenses reasonably incurred by him in
connection with the performance of his duties hereunder subject to the Company’s expense reimbursement policy, as determined by the Board
and in effect from time to time, and in accordance with OCS regulations, provided that written receipts are produced for the same and
approved by the Company.


 


5. Term
and Termination 


 


(a)
The term of employment under this Agreement will begin as of the Commencement Date and will continue unless either party gives the other
party thirty (30) days prior written notice of termination of this Agreement (the “Advance Notice Period”), provided
that such termination is without Cause (as defined below) (the “Term”). Notwithstanding the above, during the Trial
Period, the advanced notice period will be in accordance with the Israeli applicable law and not 30 days as abovementioned.


 


In
addition, the Company shall have the right to terminate this Agreement at any time by written notice with Cause (as defined below). In
such event, this Agreement and the employment relationship shall be deemed effectively terminated as of the time of delivery of such
notice.


 


The
term “Cause” shall mean (a) Employee’s conviction of a crime of moral turpitude, (b) a material breach of the Employee’s fiduciary
duties towards the Company or its parent company, including theft, embezzlement, or self-dealing, (b) engagement in competing activities,
or a material breach of the Employee’s confidentiality and non-disclosure obligations towards the Company or its parent company; (c)
a material breach of this Agreement by the Employee which is not cured (if curable) within seven (7) days after receipt of written notice
thereof; or (d) any other circumstances under which severance pay (or part of them) may be denied from the Employee upon termination
of employment under the applicable Israeli law.


 






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(b) In
the event that the Company terminates the Employee’s employment in its discretion after providing advance written notice to the Employee
under sub-section (a) above, then during such period, the Employee shall be entitled to compensation pursuant to Sections 2 and 3 hereof
(or their cash equivalent).


 


(c) In
any event of the termination of this Agreement, the Employee shall immediately return all Company property, equipment, materials and
documents and the Employee shall cooperate with the Company and use the Employee’s best efforts to assist with the integration into the
Company’s organization of the person or persons who will assume the Employee’s responsibilities. At the option of the Company, the Employee
shall during such period either continue with his duties or remain absent from the premises of the Company. Under no circumstances will
the Employee have a lien over any property provided by or belonging to the Company.


 


(d) Notwithstanding
anything contained herein to the contrary, the Company in its sole discretion shall have the right to terminate the employment relationship
with immediate effect or prior to the end of the notice period set forth in subsection (a) above and pay the Employee in lieu of advance
notice or the remainder thereof in aaccordance with applicable law, provided the Company pays employee, during such advance notice period,
full compensation pursuant to Sections 2 and 3 hereof.


 


6. Confidentiality;
Proprietary Rights 


 


The
Employee has executed and agrees to be bound by the provisions governing confidentiality, proprietary rights and non-competition contained
in Schedule B to this Agreement, which provisions will survive termination of this Agreement for any reason.


 


7. Successors
and Assigns 


 


(a) This
Agreement shall be binding upon and shall inure to the benefit of the Company, its successors and assigns.


 


(b) Neither
this Agreement nor any right or interest hereunder shall be assignable or transferable by the Employee, his beneficiaries or legal representatives,
except by will or by the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s
legal personal representative.


 


8. Notices 


 


For
the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be deemed to have been duly given
when personally delivered or sent by registered mail, postage prepaid, addressed to the respective addresses set forth below or last
given by each party to the other. All notices and communications shall be deemed to have been received on the date of delivery thereof,
except that notice of change of address shall be effective only upon receipt.


 


The
initial addresses of the parties for purposes of this Agreement shall be as follows:


 


The Company: MBcure, 2 ILan Ramon St. Ness Ziona


 


The
Employee: At his address in the preamble.


 


9. Miscellaneous 


 


No
provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in
writing and signed by the Employee and the Company. No waiver by either party hereto at any time of any breach by the other party
hereto of, or compliance with, any condition of this Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreement or representations, oral
or otherwise, express or implied, with respect to the subject matter hereof have been made by either party which are not expressly
set forth in this Agreement.


 






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10. Governing
Law


 


This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel.


 


11. Severability


 


In
the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction,
the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby, and
the unenforceable provision enforced to the maximum extent permissible under law, or otherwise shall be replaced by an enforceable provision
that most nearly approximates the intent of the unenforceable provision.


 


12. Entire
Agreement


 


This
Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings
and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof.


 


This
Agreement is a personal and specific employment agreement, which formalizes the relations between the Company and the Employee,
and which sets forth, in an exclusive and exhaustive manner, the Employee’s terms of employment by the Company. The Employee affirms
that in the framework of this Employment Agreement he is awarded preferential rights, and the parties therefore affirm that no customs,
conventions, norms, agreements or other arrangements, if and when applicable, shall apply to the Employee. It is clarified that the Employee
shall not be entitled to any payment, right and/or benefit not explicitly detailed in this Agreement, including any payments, benefits
or rights to which other employees of the Company are entitled to (if any) or any benefits the Employee received from any former employer,
other than as mandated by applicable law.


 


The
Employee acknowledges and confirms that all terms of Employee’s employment are personal and confidential, and undertakes to keep
such term in confidence and refrain from disclosing such terms to any third party.


 


This
Agreement and its annexes and exhibits constitute notice to the Employee pursuant to the Notice to Employee (Employment Terms) Law —
2002.


 


The
Company is not a party to any collective agreement.


 





	MBcure Ltd.	 	 	 
	 	 	 	 	 
	By:	/s/ Naomi Zak	 	By:	/s/ Assaf
Oron
	Name: 	Naomi Zak	 	Name: 	Assaf Oron
	Title:	CEO	 	Title:	 
	Dated:	January 1,
2017	 	Dated:	January 15,
2017
	 	 	 	 	 
	 	Jonathan
Solomon	 	 	 
	 	BoD	 	 	 
	 	 	 	 	 
	 	/s/ Jonathan
Solomon	 	 	 


 






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SCHEDULE
A


EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT


 


I
acknowledge that as a result of my employment, I may develop, receive, or otherwise have access to confidential or proprietary information,
which is of value to MBCure Ltd. (together with any affiliate, parent company or subsidiary, the “Company”).
I therefore agree, as a condition of my employment,
as follows:


 


1. Nondisclosure.


 


1.1. Recognition
of Company’s Rights; Nondisclosure. At all times during my employment and thereafter, I will hold in strictest confidence
and will not disclose, use, lecture upon or publish any of the Company’s Proprietary Information (as defined below), except as
such disclosure, use or publication may be required in connection with my work for the Company. I will obtain the Company’s
written approval before publishing or submitting for publication any material (written, verbal, or otherwise) that relates to my
work at the Company and/or incorporates any Company’s Proprietary Information. I hereby irrevocably assign to the Company,
without any further royalty or payment, any rights I may have or acquire in such Proprietary Information and recognize that all
Proprietary Information shall be the sole property of the Company and its
assigns.


 


1.2. Proprietary
Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary
knowledge, data or information of the Company. By way of illustration but not limitation, “Proprietary Information” includes
(a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and techniques including such developed by me during my
employment or in the course of my engagement with the Company (prior to the commencement of my employment) in the Company’s
field of business, research or development (excluding inventions not assignable under Section 2.4), (hereinafter collectively
referred to as “Inventions”); and (b) information regarding plans for research, development, new products,
marketing and selling, business plans, budgets and unpublished financial statements, licenses, prices and costs, suppliers and
customers; and (c) information regarding the skills and compensation of other employees of the Company. Notwithstanding the
foregoing, it is understood that, at all such times, I am free to use information which is generally known in the trade or industry,
which is not gained as result of a breach of this Agreement, to whatever extent and in whichever way I wish.


 


1.3.
Third Party Information. I understand, in addition, that the Company has received and in the future will receive from third parties
confidential or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain
the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter,
I will hold Third Party Information in the strictest confidence and will not disclose to anyone (other than Company personnel who need
to know such information in connection with their work for the Company) or use, except in connection with my work for the Company, Third
Party Information unless expressly authorized by an officer of the Company in writing.


 


1.4.
FutuRx Incubator. I further understand that the Company is a project company under the auspices of the incubator program of FutuRx
Ltd., a bio-technological incubator operating with the support of the Office of the Chief Scientist, and accordingly the Company operates
in facilities, including offices and laboratory facilities shared with other project companies of FutuRx (“Other Project Companies”).
As a result, there is an increased risk that individuals not associated with the Company may be exposed to or have access to Proprietary
Information and conversely, I may be exposed to or have access to Third Party Information and/or confidential or proprietary information
of Other Project Companies. I hereby confirm and acknowledge that the special circumstances of the Company’s workplace will not
in any manner detract from my obligations hereunder to maintain the confidentiality and integrity of Proprietary Information and Third
Party Information, as well as confidential information and business activities of Other Project Companies, which under no circumstances
will be deemed to be public knowledge solely as a result of use or disclosure in FutuRx’s facilities, and that I must maintain
a higher level of diligence in such circumstances to ensure compliance with my obligations and undertakings hereunder. I further acknowledge
and agree that my failure to maintain the highest level of confidentiality regarding such information in such circumstances will be grounds
for disciplinary actions, including without limitation, dismissal for “Cause”.


 






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1.5.
No Improper Use of Information of Prior Employers and Others. During my employment by the Company, I will not improperly use or
disclose any confidential information or trade secrets, if any, of any former employer or any other person to whom I have an obligation
of confidentiality, and I will not bring onto the premises of the Company any unpublished documents or any property belonging to any
former employer or any other person to whom I have an obligation of confidentiality unless consented to in writing by that former employer
or person.


 


2. Acknowledgement
of Ownership; Assignment of Inventions. 


 


2.1.
Proprietary Rights. The term “Proprietary Rights” shall mean all trade secret, patent, copyright, mask work, design,
and other intellectual property rights throughout the world.


 


2.2.
Disclosure of Inventions. I will promptly disclose in writing to the Company all Inventions, made or discovered or conceived or
reduced to practice or developed by me, either alone or jointly with others, during the term of my employment. I will also disclose to
the Company all Inventions made, discovered, conceived, reduced to practice, or developed by me within three (3) months after the termination
of my employment with the Company which resulted, in whole or in part, from my prior employment by the Company. Such disclosures shall
be received by the Company in confidence, to the extent such Inventions are not assigned to the Company pursuant to this Agreement.


 


2.3.
Assignment of Inventions. Subject to Sections 2.4, I hereby assign and agree 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 my right,
title and interest in and to any and all Inventions whether or not patentable or registrable under copyright or other statutes, made
or conceived or reduced to practice or learned by me, either alone or jointly with others, during the period of my employment with the
Company or otherwise relating to the business, products, services, or research and development of the Company. Inventions assigned to
the Company, or to a third party as directed by the Company pursuant to this Section 2, are hereinafter referred to as “Company
Inventions”.


 


2.4.
Non-assignable Inventions. This Agreement will not be deemed to require assignment of any invention which was developed entirely
on my own time without using the Company’s equipment, supplies, facilities, or Proprietary Information and which is not related to the
Company’s actual business, research or development. In addition, the Agreement will not apply with respect to inventions, if any, that
were reduced to practice, made or conceived by the undersigned not in connection with the undersigned relationship with the Company and
have been fully disclosed to the Company prior to my engagement with the Company (“Excluded Inventions”). All Excluded
Inventions existing as of the date hereof are listed in Exhibit 1 hereto.


 


2.5.
Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Company Invention
to any third party, including without limitation government agency, as directed by the Company.


 


2.6. Works
Made for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others)
within the scope of my employment and which are protectable by copyright are the sole property of the Company pursuant to applicable
copyright law.


 






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2.7.
Assignment or Waiver of Moral Rights. 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, I hereby waive such Moral
Rights and consent to any action of the Company that would violate such Moral Rights in the absence of such consent.


 


2.8.
Enforcement of Proprietary Rights. I will assist the Company in every proper way to obtain, and from time to time enforce,
any Proprietary Rights relating to Company Inventions in any and all countries. To that end, I 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 Proprietary Rights and the assignment thereof. In addition, I will
execute, verify and deliver assignments of such Proprietary Rights to the Company or its designee. My obligation to assist the Company
with respect to Proprietary Rights relating to such Company Inventions in any and all countries shall continue beyond the termination
of my employment, but the Company shall compensate me at a reasonable rate after my termination for the time actually spent by me at
the Company’s request on such assistance.


 


2.9.
Service Inventions.


 


a) For
the removal of any doubt, Sections 2.2, 2.3 and 2.5 above will apply to any “Service Inventions” as defined in the Israeli
Patent Law, 1967 (the “Patent Law”), it being clarified that under no circumstances will I be deemed to have any proprietary
right in any such Service Invention, notwithstanding the provision or non-provision of any notice of an invention and/or company response
to any such notice, under Section 132(b) of the Patent Law. This agreement is expressly intended to be an agreement with regard to the
terms and conditions of consideration for Service Inventions in accordance with Section 134 of the Patent Law.


 


b) I
acknowledge and agree that I will not be entitled to additional royalties, consideration or other payments with regard to any Prior Inventions,
Company Inventions, Service Inventions or any of the intellectual property rights set forth above, including any commercialization of
such Prior Inventions, Company Inventions, Service Inventions or other intellectual property rights, and do hereby explicitly, irrevocably
and unconditionally waive the right to receive any such additional royalties, consideration or other payments. I agree that my role with
the Company expressly entails and may in the future entail generation of “Service Inventions”. Without derogating from the
aforesaid, it is hereby clarified that the level of my compensation and consideration has been established based upon the aforementioned
waiver of rights to receive any such additional royalties, consideration or other payments, and that my compensation as an employee of
the Company includes full and final compensation and consideration to which I may be entitled under law with respect to any Prior Inventions,
Company Inventions, Service Inventions or any of the intellectual property rights set forth above.


 


2.10.
Records. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other
form that may be required by the Company) of all of the Company’s Proprietary Information developed by me and all of the Company’s Inventions
made by me during the period of my employment at the Company, which records shall be available to and remain the sole property of the
Company at all times.


 






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3. Non-compete,
Non-conflict. 


 


3.1.
Competitive Activities. I agree that, during the period of my employment with the Company and for a period of six (6) months thereafter,
I will not, directly or indirectly, engage in any employment or business activity, or hold an interest in any business, which is competitive
with the business of the Company, provided, however, that I may purchase or otherwise acquire up to (but not more than) one percent (1%)
of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities
are listed on any national or regional securities exchange. I further agree that for the period of my employment by the Company and for
a period of twelve (12) months thereafter, I will not induce any employee of the Company to leave the employ of the Company, and will
not induce any customer, client and/or supplier of the Company to cease or limit its business relationships with the Company.


 


3.2.
No Conflicting Obligation. I represent that my performance of all the terms of this Agreement and as an employee of the Company
does not and will not breach any agreement to keep in confidence information acquired by me in confidence or in trust prior to my employment
by the Company. I have not entered into, and I agree I will not enter into, any agreement either written or oral in conflict herewith.


 


4. Return
of Company Documents. When I leave the employ of the Company, I will promptly deliver to the Company any and all drawings, notes,
memoranda, specifications, devices, formulas, and documents, together with all copies thereof, and any other material containing or disclosing
any Company Inventions, Third Party Information or Proprietary Information of the Company.


 


5. Notification
of New Employer. In the event that I leave the employ of the Company, I hereby consent to the notification of my new employer of
my rights and obligations under this Agreement.


 


6. General
Provisions. 


 


6.1.
Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
If moreover, any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the
extent compatible with the applicable law as it shall then appear.


 


6.2.
Successors and Assigns. This Agreement will be binding upon my heirs, executors, administrators and other legal representatives
and will be for the benefit of the Company, its successors, and its assigns.


 


6.3.
Survival. The provisions of this Agreement shall survive the termination of my employment and the assignment of this Agreement
by the Company to any successor in interest or other assignee.


 


6.4.
Waiver. No waiver by the Company of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
by the Company of any right under this Agreement shall be construed as a waiver of any other right. The Company shall not be required
to give notice to enforce strict adherence to all terms of this Agreement.


 


6.5. Entire
Agreement. The obligations pursuant to Sections 1 and 2 of this Agreement shall apply to any time during which I was previously
employed, or am in the future employed, by the Company as an employee or consultant if no other agreement governs nondisclosure and
assignment of inventions during such period. This Agreement is 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 us with respect to the
subject matter hereof. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be
effective unless in writing and signed by both parties hereto. Any subsequent change or changes in my duties, salary or compensation
will not affect the validity or scope of this Agreement.


 






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6.6.
Governing Law. This Agreement shall be governed by, and construed in accordance with the laws of the State of Israel, without
giving effect to the rules respecting conflict-of-law.


 


6.7.
Interpretation. The provisions herein shall be construed as intended to be supplementary or complementary to each other and not
in way to meant to derogate from or limit one another.


 


I
HAVE READ THIS AGREEMENT CAREFULLY AND UNDERSTAND ITS TERMS.


 


ACCEPTED AND  AGREED TO BY:


 


	/s/ Assaf Oron	 	January 15, 2017	 
	 	 	Date	 


 






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Exhibit 1


 


LIST
OF PRIOR INVENTIONS/


AND ORIGINAL WORKS OF AUTHORSHIP


EXCLUDED UNDER SECTION 2.4


 


None


 






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SCHEDULE
B


 


General
Order and Confirmation Regarding Payments of Employers to Pension

Funds and Insurance Funds instead of Severance Pay 


 


Pursuant to the power granted to me under section
14 of the Severance Pay Law 5723-1963 (“Law”) I hereby confirm that payments paid by an employer, commencing the date
hereof, to an employee’s comprehensive pension fund into a provident fund which is not an insurance fund, as defined in the Income
Tax Regulations (Registration and Management Rules of a Provident Fund) 5724-1964 “(Pension Fund”), or to a Manager’s
Insurance Fund that includes the possibility of an allowance or a combination of payments to an Allowance Plan and to a plan which is
not an Allowance Plan in an Insurance Fund (“Insurance Fund”), including payments which the employer paid by combination
of payments to a Pension Fund and to an Insurance Fund whether there exists a possibility in the Insurance Fund to an allowance plan
(“Employer Payments”),
will replace the severance pay that the employee is entitled to for the salary and period of which the payments were paid
(“Exempt Wages”) if the following conditions are satisfied:


 


(1) Employer
Payments –


 


(A) for
Pension Funds are not less than 14.33 % of the Exempt Wages or 12% of the Exempt Wages, if the employer pays for her employee an additional
payment on behalf of the severance pay completion for a providence fund or Insurance Fund at the rate of 2.33% of the Exempt Wages. If
an employer does not pay the additional 2.33% on top of the 12%, then the payment will constitute only 72% of the Severance Pay.


 


(B) to
the Insurance Fund are not less that one of the following:


 


(1) 13.33%
of the Exempt Wages if the employer pays the employee additional payments to insure her monthly income in case of work disability, in
a plan approved by the Supervisor of the Capital Market, Insurance and Savings in the Finance Ministry, at the lower of, a rate required
to insure 75% of the Exempt Wages or 2.5% of the Exempt Wages (“Disability Payment”).


 


(2) 11%
of the Exempt Wages if the employer pays an additional Disability Payment and in this case the Employer Payments will constitute
only 72% of the employee’s severance pay; if, in addition to the above mentioned sum, the employer pays 2.33% of the Exempt
Wages for the purpose of Severance Pay completion to providence fund or Insurance Funds, the Employer Payments will constitute 100%
of the severance pay.


 


(2) A
written agreement must be made between the employer and employee no later than 3 months after the commencement of the Employer
Payments that includes –


 


(A) the
agreement of the employee to the arrangement pursuant to this confirmation which details the Employer Payments and the name of the Pension
Fund or Insurance Fund; this agreement must include a copy of this confirmation;


 


(B) an
advanced waiver of the employer for any right that she could have to have her payments refunded unless the employee’s right to severance
pay is denied by judgement according to sections 16 or 17 of the Law, and in case the employee withdrew monies from the Pension Fund or
Insurance Fund not for an Approved Event; for this matter, Approved Event or purpose means death, disablement or retirement at the age
of 60 or over.


 


(3) This
confirmation does not derogate from the employee’s entitlement to severance pay according to the Law, Collective Agreement, Extension
Order or personal employment agreement, for any salary above the Exempt Wages.


 


 


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