Exhibit 4.26

Consultancy Agreement

This Consultancy Agreement (“Agreement”), is made effective as of November 12, 2017 (“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 “Company”); and

Evyatar Cohen, I.D Number 025104464 (certified dealer השרiמ קסii7), residing at 112 Levi Eshkol Street, Tel Aviv, 6936188 Israel (the “Consultant”).

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

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

2. Remuneration

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.

[Signature page to follow]

[Signature Page of the Consultancy Agreement]

And in Witness hereof the Parties sign and execute this Agreement

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.

SCHEDULE 1

Services:

Scope:

The Scope of the Services shall be as needed in order to best perform the Services, and on an average of 50% of a 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.

Consulting Fee:

Options:

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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:

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.

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.”

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.

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.

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

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.

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