Exhibit 10.6

SERVICES AGREEMENT

THIS SERVICES AGREEMENT (this “Agreement”) effective as of October     , 2016 by and between Microbot Medical Ltd., an Israeli corporation (the “Company“) and David DBN Finance Services (2011) Ltd. (the “Service Provider”) and entered into effect on the Effective Date (as defined in section 8.1 below).

WHEREAS, the Service Provider is interested in providing the Services (as defined below) to the Company, its parent company which is expected to be StemCells, Inc., a Delaware corporation (the “Parent Company”), and the Parent Company’s and the Company’s subsidiaries (if any), through the Approved Employee (as defined below), and the Company is interested in receiving the Services from the Service Provider, all under the terms set forth below in this Agreement;

AND WHEREAS, the parties agree that the Services shall be provided to the Company by the Service Provider / the Approved Employee on an independent contractor basis, absent an employment relationship between the Company and the Service Provider/ the Approved Employee;

AND WHEREAS, this Agreement is entered into in reliance upon, inter alia, the declarations of the Service Provider that the Services are provided solely on an independent contractor basis and that no claim shall be submitted by the Service Provider or anyone on its or his behalf contradicting such declaration.

NOW THEREFORE, in consideration of the mutual premises, covenants and understandings contained herein, the parties agree as follows:

Notwithstanding the aforesaid, the Service Provider and the Approved Employee shall be entitled to undertake or accept any other paid employment or occupation or engage in or be associated with, directly or indirectly, any other business duties or pursuits (the “Additional Work”); provided that (a) the Additional Work does not create a conflict with the Company’s interests, (b) the Additional Work is not for or on behalf of, directly or indirectly, a competitor of the Company, (c) the Additional Work would not result in a breach of the fiduciary duties of the Service Provider/Approved Employee as the Chief Financial Officer of the

Company and (d) the Additional Work shall not preclude the Service Provider and/or the Approved Employee from providing the Services to the Company pursuant to Section 3.

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As sole consideration for the Services, Service Provider shall be entitled to the following:

Following the closing of the transaction with the Parent Company, the Company shall maintain for the benefit of the Approved Employee a Directors and Officers insurance policy, according to the Company’s policy for other directors and officers of the Company.

The Service Provider shall bear any and all taxes imposed in connection with any payments made to it pursuant to this Agreement. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to Service Provider, Company shall withhold said tax at the rate set forth in the certification issued by the appropriate taxing authority and provided to Company by Service Provider, or in the absence of such certification, at the rate determined by law.

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For Purposes hereof, “Cause” shall mean: (i) the willful malfeasance or gross negligence in the performance of the Service Provider’s and/or the Approved Employee’s obligations under this Agreement; (ii) the commission by the Service Provider and/or the Approved Employee of a felony, or other criminal conduct involving fraud, dishonesty, theft or misappropriation; (iii) the material breach by the Service Provider and/or the Approved Employee of any applicable duty of loyalty to the Company or unauthorized use or disclosure, misappropriation, destruction or diversion of any material tangible or intangible asset or corporate opportunity of the Company, or other material tortuous or unlawful conduct which is injurious to Company or an affiliate thereof; (iv) the Service Provider’s or the Approved Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude; or (v) any action or omission of the Service Provider performed under a conflict of interests.

During the Term and thereafter, the Service Provider and the Approved Employee has not disclosed and shall not disclose to the Company any confidential information or material belonging to a third party, unless the Service Provider and/or the Approved Employee has first received the written approval of such third party and presents such approval to the Company. The provisions of this Section 9 shall survive the termination of this Agreement.

As a condition to this Agreement, the Service Provider and the Approved Employee shall sign a Confidentiality, Non-Competition, Non-Solicitation, and Intellectual Property Rights Undertaking a copy of which is attached hereto as Exhibit “A”.

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If to Company: Microbot Medical Ltd., 5 HaMada St., Yokneam 2069204, Israel

Company’s email address: harel@microbotmedical.com

If to Service Provider: 25 Dovnov St., Holon, Israel

Service Provider’s email address                                          

and such notice and/or demand shall be deemed given at the expiration of three (3) days from the date of mailing by registered mail or immediately if delivered by hand or by email. Such address shall be effective unless notice of a change in address is provided by registered mail to the other party.

In witness whereof, the parties have executed this Agreement as of the date set forth above:

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Exhibit “A”

To the Services Agreement by and between

Microbot Medical Ltd. and the Service Provider whose name is set forth herein

Name of Service Provider: David DBN Finance Services Ltd. and Mr. David Ben Naim, jointly and severally.

Capitalized terms herein shall have the meanings ascribed to them in the Services Agreement effective as of October      2016 by and between Microbot Medical Ltd. (the: “Company”) and Service Provider to which this Exhibit is attached (the “Agreement”). For purposes of any undertaking of the Service Provider toward the Company, the term Company shall include any subsidiary, parent company and affiliate of the Company and the term Service Provider shall include the Individual whose name is set forth hereinabove. The Service Provider’s obligations and representations and the Company’s rights under this Exhibit shall apply as of the date Service Provider began to provide Services to the Company, regardless of the date of execution of the Agreement.

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It is hereby clarified that Service Provider waives any right he may have to royalties or any other payment from the Company with regard to the assigned Inventions.

In order to enable the Company to effectively protect its Proprietary Information, Service Provider agrees and undertakes as follows:

The Service Provider recognizes and agrees: (i) that this Exhibit is necessary and essential to protect the business of Company and to realize and derive all the benefits, rights and expectations of conducting Company’s business; (ii) that the area and

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duration of the protective covenants contained herein are in all things reasonable; and (iii) that good and valuable consideration exists under the Agreement, for Service Provider’s agreement to be bound by the provisions of this Exhibit. The provisions of this Exhibit shall survive the termination of the Agreement.

Signatures:

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