Exhibit 4.31

Active Chairman Agreement

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

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

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

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

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

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

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

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

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

[Signature page to follow]

[Signature Page of the Consultancy Agreement]

And in Witness hereof the Parties sign and execute this Agreement

Confirmations:

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

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

Appendix A

Services and scope:

Active Chairman Fee:

Options:

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

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Appendix B

SECRECY, INTELLECTUAL PROPERTY AND NON-COMPETE UNDERTAKINGS

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

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

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

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

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

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

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

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

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

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

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

Confirmation:

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

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