Consulting agreement, dated June 2, 2019, between Entera Bio Ltd. and Dana Yaacov Garbeli (through A2Z Finance Ltd.), as amended

the Consultant agrees to perform the Services for the interim period until the engagement by the Company of a new chief financial officer for the Company on a permanent basis; and

the Consultant is ready, qualified, willing and able to carry out her obligations and undertakings towards the Company pursuant hereto; and

the Services will be provided by the Consultant as an independent contractor, as per the Consultant's and the Designated Service Provider's specific wish and requirement, made as a result of considerations and benefits personal to the Consultant and the Designated Service Provider, that the Services shall be provided to the Company by the Consultant on an independent contractor basis, absent an employment relationship between the Company and the Consultant or the Designated Service Provider; and

the parties hereto wish to regulate their relationship in accordance with the terms and conditions set forth herein.

For the period as to which it is claimed or determined that an employment relationship existed between the Company and the Consultant (the “Relevant Period”), the Consultant shall not be entitled to the Fee, but only 60% thereof (the “Reduced Fee”).

The Reduced Fee shall constitute the full Fee payable to the Consultant as salary in connection with said employment relationship, on which basis any social benefits will be calculated - to the extent that such social benefits are required to be paid to or in respect of the Consultant pursuant to any third party authority's decision reclassifying the Consultant as an employee.

In view thereof, an accounting shall be conducted between the parties, and the Consultant shall immediately return and pay to the Company all amounts paid to him in excess of the Reduced Fee for the Relevant Period, along with linkage differentials and interest from the date of payment of each amount by the Company to the Consultant and up to the date upon which actual return and payment of the funds is made by the Consultant, all based on the Consumer Price Indices known at the relevant dates and as provided by the Adjudication of Interest and Linkage Law, 1961.

During the term of this Agreement and for a period of twelve (12) months following its termination, the Consultant and the Designated Service Provider shall not:

directly or indirectly, in any capacity whatsoever, whether independently or as a shareholder, an employee, consultant, an officer or any managerial capacity, carry on, set up, own, manage, control or operate, be employed, engaged or interested in a business, anywhere in the world, which competes with, or proposes to compete with the Group.

directly or indirectly, in any way (i) offer, solicit or attempt to solicit, induce or attempt to induce or endeavor to entice away, any person with whom any member of the Group has or had or shall have any contractual or commercial relationship as a consultant, licensor, joint venturer, supplier, customer, distributor, agent or contractor of whatsoever nature, existing or under negotiation on or prior to date of termination of this Agreement, to cease his, her or its relationship with that member of the Group, or otherwise interfere in any way with the relationship between that member of the Group and such person or (ii) have any business dealings with any such person.

directly or indirectly, in any way (i) offer, solicit or attempt to solicit for employment or other engagement, or otherwise contract or seek to contract the services of, any individual who is, at the effective date of termination of this Agreement, employed or engaged (whether directly or indirectly) by any member of the Group or induce or entice or attempt to induce or entice such individual to leave such employment or other engagement or otherwise interfere in its, his or her relationship with any member of the Group.

No Conflicting Obligations. The Consultant and the Designated Service Provider will not, at any time during the term of the Agreement, use or disclose any trade secrets or proprietary or confidential information in such manner that may breach any confidentiality or other obligation that the Consultant owes to any third party (including to any other employer or other clients of the Consultant and the Designated Service Provider), without their prior written consent.

General. This Agreement inures to the benefit of the parties hereto and their permitted assigns and successors, and will not inure to the benefit of any third party (such as the Designated Service Provider). The Consultant shall not assign any of its rights and obligations hereunder without the prior written consent of the Company, and any attempt to do so shall be null and void. This Agreement shall be interpreted, construed, governed and enforced according to the laws of the State of Israel, regardless of any conflicts of laws provisions. The competent courts of Tel-Aviv, Israel shall have exclusive jurisdiction to hear any such dispute and no other courts shall have any jurisdiction whatsoever in respect of such disputes. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings in this regard. No amendment or modification of the terms or conditions of this Agreement shall be valid unless in writing and signed by the Company and Consultant. Each notice given by one party to the other pursuant to this Agreement shall be given in writing, correctly addressed to the relevant party's address as set forth below (unless another address has been notified in accordance with this clause), and will be deemed to have been duly served with immediate effect at the time of hand delivery (or refusal to receive) or email receipt, on the next business day (being a day in which the banks are open to the public in Israel) following transmission by facsimile (and electronic confirmation of receipt), three business days after posting for delivery with a first class registered or recorded delivery post, or on the second business day after posting with an overnight courier. Without derogating from any relief to which the Company is entitled to pursuant to any law and/or agreement, the Company may set off any amount which the Consultant owes it pursuant to this Agreement and/or any other source from any sum that the Consultant is entitled to receive from the Company, from whatever source. No behaviour by either party hereto shall be deemed to constitute a waiver of any rights according to this Agreement, and/or a waiver of or consent to any breach or default in respect of any of the terms hereof, or a change, invalidation or addition to any term, unless expressly made in writing. The Consultant hereby declares that this Agreement is signed by it upon its request, after it has checked all its rights and obligations deriving from this Agreement, according to any law and after it has investigated all its rights pursuant to this Agreement against the Company.