Exhibit 10.1


 


AMENDED
AND RESTATED


PERSONAL
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT is entered into as of the 16 day of February, 2017, by and between Win Global Markets Inc. (Israel) Ltd. of 6 Koifman
St., Tel Aviv 68012, Israel (the “Company”), and Mr. Zviel Gedalihou, Israeli I.D. number 043197623, of 2 Menachem
Begin St., Ramat Hasharon Israel (the “Employee”). This Agreement amends and restates in its entirety that certain
Personal Employment Agreement 30th of January, 2017, by and between the Company and the Employee. Each of the Company
and the Employee may be referred to herein as a “Party” and collectively as the “Parties”.


 


WHEREAS,
The Company wishes to employ the Employee and the Employee wishes to be employed by the Company, under to the terms and conditions
hereinafter set forth;


 


NOW,
THEREFORE, in consideration of the respective agreements of the Parties contained herein, the Parties agree as follows:


 


	1.	Employment



 


		1.1	The
                                         Company agrees to employ the Employee and the Employee agrees to be employed by the Company
                                         on the terms and conditions set out in this Agreement. The Employee shall serve in the
                                         position described in Exhibit A attached hereto. The Employee’s duties
                                         shall include, but shall not be limited to, the actions, responsibilities and authorities
                                         set forth in Exhibit A attached hereto.



 


		1.2	The
                                         Employee shall perform the duties, undertake the responsibilities and exercise the authority
                                         customarily performed, undertaken and exercised by persons acting in the same position
                                         as the Employee. The Employee shall comply with the Company’s policies, procedures and
                                         directives, as may be updated from time to time. The Employee shall be subordinated and
                                         shall report to its direct superior which shall be designated by the Company.



 


		1.3	Excluding
                                         periods of vacation, sick leave and military reserve service to which the Employee is
                                         entitled or required, the Employee agrees to devote his/her full working time and attention
                                         to the business and affairs of the Company and its subsidiaries. During the term of this
                                         Agreement, the Employee shall not engage, whether as an employee or otherwise, in any
                                         business, commercial or professional activities, whether or not for compensation, including
                                         during after work hours, on weekends, or during vacation time, without the prior written
                                         consent of the Company.



 


		1.4	This
                                         Agreement is a personal agreement governing the employment relationship between the Parties
                                         hereto. This Agreement and the employment relationships hereunder shall not be subject
                                         to any general or special collective employment agreement relating to employees in any
                                         trade or position that is the same or similar to the Employee’s position, unless
                                         specifically provided herein.



 


	2.	Representations
                                         and Warranties of the Employee



 


The
Employee represents and undertakes all of the following:


 


		2.1	There
                                         are no other undertakings or agreements preventing him/her from committing himself/herself
                                         in accordance with this Agreement and performing his/her obligations under it.



 


		2.2	To
                                         the best of the Employee’s knowledge, the Employee is not currently, nor will he/she
                                         by entering into this Agreement be deemed to be, violating any rights of his/her former
                                         employer and/or in breach of any of his/her obligations towards his/her former employer.



 






     


     


    

 


		2.3	The
                                         Employee shall inform the Company, immediately upon becoming aware of, on every matter
                                         in which he/she or his/her immediate family has a personal interest and which might create
                                         a conflict of interests with his/her duties under the employment hereunder.



 


		2.4	In
                                         carrying out the duties under this Agreement, the Employee shall not make any representations
                                         or give any guarantees on behalf of the Company, except as expressly and in advance authorized
                                         to do so.



 


		2.5	The
                                         Employee shall not receive any payment and/or benefit from any third party, directly
                                         or indirectly in connection with his/her employment. In the event the Employee breaches
                                         this undertaking, without derogating from any of the Company’s right by law or
                                         contract, such benefit or payment shall become the sole property of the Company and the
                                         Company may set-off the value thereof from any sums due to the Employee.



 


		2.6	The
                                         Employee undertakes to use the Company’s equipment and facilities only for the
                                         purpose of his/her employment. 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 Company’s relevant needs. For the avoidance
                                         of any doubt, it is hereby clarified that all examination’s finding shall be the
                                         Company’s sole property. It is further agreed that the Employee’s e-mail box shall
                                         be “professional box” designated for use solely for his/her work and not for
                                         personal purposes. The Employee acknowledges that the Company may inspect such e-mail
                                         box and agrees that such inspection shall not be deemed a violation of the Employee’s
                                         privacy and/or other rights.



 


	3.	Salary                                         



 


		3.1	In
                                         consideration for the employment of the Employee with the Company, the Company shall
                                         pay the Employee a gross monthly salary as set forth in Exhibit A (the
                                         “Salary”). It is agreed that the Salary is comprised of a base compensation
                                         and of a global monthly payment payable for overtime working hours (the “Overtime
                                         Global Compensation”), as set forth in Exhibit A’. The Salary
                                         shall serve as the basis for deductions and contributions of social benefits to which
                                         Employee shall be entitled. The Salary shall be payable monthly in arrears, no later
                                         than the 9th day of each month. The Company shall deduct from the Salary all
                                         the deductions as required under the law. The Company shall be entitled to deduct from
                                         any and/or all payments to which the Employee shall be entitled from the Company, any
                                         and/or all amounts to which the Company shall be entitled from the Employee.



 


		3.2	The
                                         Parties confirm that the Employee’s position may require overtime work and work
                                         at irregular hours. It is agreed that the Overtime Global Compensation shall be payable
                                         to the Employee on account of up to the number of overtime working hours as specified
                                         in Exhibit A (the “Overtime Quota”), and this regardless
                                         of the number of overtime hours actually worked. It is hereby agreed that the Overtime
                                         Global Compensation is the full and complete compensation to which the Employee is entitled
                                         and/or will be entitled for overtime work and/or work at irregular hours up to the Overtime
                                         Quota. The Employee shall not be permitted to work overtime beyond the Overtime Quota
                                         unless the direct superior of the Employee shall approve it in advance.



 


	 	 	The Employee undertakes to use the attendance card to
be provided to the Employee by the Company each time that the Employee enters into and leaves the premises of the Company. The
Company shall send the Employee, at the end of each calendar month, an automatic hours report referring to the number of hours
in which the Employee was present at work during such month. The Employee shall be deemed to approve such reports unless he/she
shall notify its superior, within 2-days from the date in which each hours report was sent to the Employee, of his/her disagreement
to the number of hours specified in such hours report.




 






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	4.	Employees
                                         Benefits



 


	 	During
the term of this Agreement, the Employee shall be entitled to the following benefits:



 


		4.1	Vacation.
                                         The Employee shall be entitled to the number of vacation days per year as set forth in
                                         Exhibit A (the “Annual Vacation Quota”), to be taken at
                                         times subject to the approval of the Company. The Employee may not accrue vacation days
                                         in a number exceeding the number of vacation days included in the Annual Vacation Quota.



 


		4.2	Sick
                                         Leave; Convalescence Pay. The Employee shall be entitled to paid sick leave, pursuant
                                         to the Sick Pay Law 5736 – 1976, in a number per year as set forth in Exhibit
                                         A (with unused sick leave days to be accumulated up to the limit set pursuant
                                         to applicable law). The Employee shall be entitled to Convalescence Pay (“Dmei Havra’a”)
                                         pursuant to applicable law.



 


		4.3	Social
                                         Benefits.



 


		a.	Manager’s
                                         Insurance. Commencing as of the “Commencement Date” of the “Managers
                                         Insurance” set forth in Exhibit A, the Company shall insure the Employee
                                         under an accepted “Manager’s Insurance Scheme” (the “Managers
                                         Insurance Scheme”), as follows:



 


		(i)	The
                                         Company shall pay towards compensatory payments for the Employee’s benefit, an
                                         amount equal to 5% of the Salary. The Company shall deduct from the Salary an amount
                                         equal to 5% of the Salary, and pay such amount, on behalf of the Employee, towards compensatory
                                         payments for the Employee’s benefit (and by signing this Agreement, the Employee
                                         gives his/her consent for such deduction);



 


		(ii)	the
                                         Company shall pay an amount equal to 8 1/3% of the Salary, for severance compensation;
                                         and



 


		(iii)	The
                                         Company shall pay towards disability insurance an amount equal to the lesser of the following
                                         alternatives: (1) 2.5% of the Salary, or (2) the sum which shall provide for a disability
                                         allowance equal to seventy five percent (75%) of the Salary.



 


		b.	Continuing
                                         Education Fund. Commencing as of the “Commencement Date” of the “Education
                                         Fund” set forth in Exhibit A, the Company shall contribute toward a continuing
                                         education fund (the “Education Fund”) a sum equal to 7.5% of the Salary
                                         or the maximum amount which is exempted from taxes under the provisions of the applicable
                                         law in effect from time to time (the “Education Fund Ceiling”), provided
                                         that the Employee contributes to such Continuing Education Fund an additional sum equal
                                         to 2.5% of the Salary or the Education Fund Ceiling. Use of the funds in the Education
                                         Fund shall be in accordance with its by-laws.



 


		c.	Without
                                         derogating from the above, it is agreed that the Employee shall bear all the tax imposed
                                         under any applicable law with respect to any payment made toward the Managers Insurance
                                         Scheme and/or Education Fund which exceeds the maximum amount exempt from tax payment
                                         under applicable laws.



 


		4.4	Other
                                         Benefits. The Employee shall be entitled to additional benefits as and to the extent
                                         set forth in Exhibit A.



 


		4.5	Expenses
                                         Reimbursement. Subject to the advanced approval of the Employee’s direct superior
                                         in writing, the Company will reimburse the Employee for reasonable expenses borne by
                                         the Employee during the discharge of his/her duties hereunder, against valid invoices
                                         thereof furnished by the Employee to the Company, all in accordance with the Company’s
                                         policy as amended from time to time.



 






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		4.6	Any
                                         benefit provided by the Company to the Employee under this section 4 and under Exhibit
                                         A, including for the removal of doubt the Bonuses (to the extent applicable),
                                         shall not be considered as part of the Employee’s salary for purposes of calculating
                                         the Employee’s social and other benefits, such as severance payments, redemption
                                         of unused vacation days etc., and such social and other benefits shall be calculated
                                         only out of the Salary.



 


		4.7	The
                                         Company shall withhold, or charge the Employee with, all taxes and other compulsory payments
                                         as required under applicable law with respect to all payments, benefits and/or other
                                         compensation paid to the Employee in connection with the Employee’s employment
                                         with the Company.



 


		4.8	The
                                         Employee acknowledges that apart from the benefits provided for hereunder and in Exhibit
                                         A, the Employee shall not be entitled to any additional benefits and/or payments
                                         unless the Parties shall agree otherwise.



 


	5.	Term
                                         and Termination



 


		5.1	This
                                         Agreement shall be in effect for an undefined period of time commencing on the date set
                                         forth in Exhibit A (the “Commencement Date”), and shall
                                         continue until it is terminated pursuant to the terms set forth herein (the “Term”).



 


		5.2	Either
                                         Party may terminate the employment relationship hereunder at any time, without the obligation
                                         to provide any reason, by giving the other party a prior written notice as set forth
                                         in Exhibit A (the “Notice Period”). Notwithstanding the
                                         foregoing, the Company is entitled to terminate this Agreement with immediate effect
                                         upon a written notice to the Employee and to pay the Employee an amount equal to the
                                         Salary the Employee is entitled to receive under this Agreement that would have been
                                         paid to the Employee during the Notice Period, in lieu of such prior notice. In the event
                                         that the Employee shall terminate this Agreement with immediate effect or upon shorter
                                         notice than the Notice Period and/or shall not continue working during all the Notice
                                         Period, then: (i) the Employee shall not be entitled to receive the Salary and/or any
                                         other benefit for the part of the Notice Period during which the Employee did not work
                                         for the Company; and (ii) the Employee shall be obligated to pay the Company an amount
                                         equal to the Salary that would have been payable to the Employee by the Company for the
                                         part of the Notice Period during which the Employee did not work for the Company (and
                                         the Company may deduct such amount from any payment due to the Employee by the Company).



 


		5.3	During
                                         the Notice Period and unless otherwise determined by the Company in a written notice
                                         to the Employee, the employment relationship hereunder shall remain in full force and
                                         effect, the Employee shall continue discharging and performing all of his/her duties
                                         and obligations with Company, and the Employee shall cooperate with the Company and assist
                                         the Company with the integration into the Company of the person who will assume the Employee’s
                                         responsibilities.



 


		5.4	Notwithstanding,
                                         the Company may immediately terminate the employment relationship for Cause, without
                                         paying the Employee any payment with respect to the term commencing following such termination,
                                         and such termination shall be effective as of the time of notice of the same. “Cause”
                                         means (a) a material breach of this Agreement (including its Exhibits) by the Employee
                                         and/or a breach of the Employee’s undertakings under Exhibit B hereto; (b) any willful
                                         failure to perform any of the Company’s reasonable instructions or any of the Employee’s
                                         fundamental functions or duties hereunder; (c) the Employee’s engagement in willful misconduct
                                         or acting in bad faith with respect to the Company, (d) the Employee’s conviction of
                                         a felony involving moral turpitude; or (e) any cause justifying termination or dismissal
                                         in circumstances in which the Company can deny the Employee severance payment under applicable
                                         law.



 






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		5.5	Following
                                         the termination and/or expiration of the Term, the Employee shall return to the Company
                                         all documents, professional literature and equipment belonging to the Company, which
                                         may be in his/her possession at such time.



 


	6.	Proprietary
                                         Information; Assignment of Inventions and Non-Competition 



 


		6.1	On
                                         the date of this Agreement, the Employee executes the Non-Disclosure, Non-Competition
                                         and Proprietary Information Undertaking attached as Exhibit B hereto. Without
                                         derogating from the provisions of Exhibit B, the Employee undertakes to keep all the
                                         terms and conditions of this Agreement in strict confidence.



 


		6.2	Due
                                         to the nature of the Company’s business in Binary Option Trading, the Employee may be
                                         exposed to sensitive and/or confidential financial materials. The Employee understands
                                         and undertakes that he/she will not wrongfully or illegally use, in any manner or form,
                                         any such financial information for personal gain, whether directly or indirectly or through
                                         any proxy or family member.



 


		6.3	The
                                         Employee acknowledges that, due to the nature of the Company’s business in Binary Option
                                         Trading, the Company may require that the Employee shall undergo a polygraph test and/or
                                         security checks, as provided in Exhibit C hereto. The Employee agrees to
                                         undergo such polygraph test and/or security checks and agrees that any refusal to undergo
                                         these test/checks shall be considered as a material breach of the Agreement by the Employee.



 


	7.	Miscellaneous



 


		



		7.1	Law
                                         and Venue. The validity, construction and performance of this Agreement shall be
                                         governed by and interpreted in accordance with the laws of the State of Israel, without
                                         giving effect to the principles of conflict of laws thereof. The competent courts of
                                         the city of Tel Aviv-Jaffa, Israel shall have exclusive jurisdiction to settle all disputes
                                         arising in connection with this Agreement and no other courts shall have any jurisdiction
                                         whatsoever in respect of such disputes.



 


		7.2	Counterparts
                                         and Signatures. This Agreement may be executed in any number of counterparts, each
                                         of which shall be deemed an original but all of which together shall constitute one and
                                         the same instrument.



 


		7.3	Non-Waiver
                                         The waiver, express or implied, by either Party hereto of any rights hereunder or
                                         of any failure to perform or of a breach hereof by the other Party hereto shall not constitute
                                         or be deemed a waiver of any other right hereunder or any other failure to perform or
                                         a breach hereof by the other Party hereto, whether of a similar or dissimilar nature.



 


		7.4	Entire
                                         Agreement. This Agreement and the Exhibits attached hereto constitute the entire
                                         agreement between the Parties with respect to the subject matter hereof and supersedes
                                         any prior agreement, written or oral, including the terms of any negotiations in connection
                                         with or relating to this Agreement.



 


		7.5	Modification
                                         of Agreement. No addition or modification of this Agreement shall be effective or
                                         binding on either of the Parties hereto unless reduced to writing and executed by the
                                         respective duly authorized representatives of each of the Parties hereto.



 


		7.6	Notice.
                                         Any notices to be given hereunder shall be served on a Party by prepaid registered letter,
                                         facsimile or telegram to its address given herein or such other address as may from time
                                         to time be notified for this purpose. Any notice given by letter shall be deemed to have
                                         been served four days after the time at which it was posted and any notice given by facsimile
                                         or telegram shall be deemed to have been served 24 hours after it is dispatched.



 






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		7.7	Severability.
                                         The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability
                                         of any provision shall not affect the validity or enforceability of the other provisions
                                         hereof.



 


		7.8	Notice
                                         to Employee. For the purpose of delivering a notice with respect to the employment
                                         terms pursuant to the Law of Notice to Employee (Employment Terms), 5762 – 2002,
                                         this Agreement shall be considered as complying with the requirements under such Law.



 


IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.


 





	Win Global Markets Inc. (Israel) Ltd.








	The
    Employee
	 	 
	 	By:	 	 
	 	Title:	 	 




 






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Exhibit
A


To
the Personal Employment Agreement by and between


the
Company and the Employee


 





	1.	Name:	Zviel
    Gedalihou
	2.	Position:	CFO
    of EZTD Inc.
	3.	Commencement
Date:	30.1.17
	4.	Scope
of Employment:	Full
    Time
	5.	Base
    Salary:	24,000
        NIS

        After
        3 months of employment the salary will be updated as follows: 28,000 NIS

	6.	Overtime
Global Payment:	6,000
        NIS

        After
        3 months of employment the salary will be updated as follows: 7,000 NIS

	7.	Annual
Vacation:	18
    days.
	8.	Sick
Leave:	From
    the first day.
	9.
	Managers
Insurance:
	As
        required by law

        I
        currently have/do not have (Delete as appropriate) an active Managers Insurance Scheme/pension fund (Delete as appropriate),
        which details are as follows:

        ________________________________________________________________________________________________.

         

	10.	Education
    Fund:	Commencing
        three (3) months after the Commencement Date, and applying retroactively (as of the Commencement Date).

         

	11.	Travel
    Expenses	 

        The
        Employee shall be entitled to receive 1,500 NIS for gas expenses reimbursement.

        In
        addition, Parking Place (Beit Gaon parking) – subject to the Company’s discretion.

         

	12.	Notice
Period:	45
    days.
	13.	Options:	The
        parent company of the Company, EZTD Inc. (the “Parent Company”), shall grant the Employee the following options:

                                                                                                                   

        The
        options (the “Options”) to purchase 13,333 (Thirteen Thousand, Three Hundred Thirty-Three) shares of the Parent
        Company’s Common Stock (the “Shares”).

         

        The
        Options shall be granted under the following terms:

         

        (1)
        The Options shall be subject to the terms of the Parent Company’s Stock Option Plan and the Stock Option Agreement to
        be entered into between the Parent Company and the Employee.

         

        (2)
        The Option to purchase 2,223 (Two Thousand, Two Hundred and Twenty Three) Shares shall be fully vested six (6) months
        after the commencement date, provided that the Employee shall remain employee of the Company at the end of such period;
        the rest of the Options shall vest over a period of thirty (30) months (the “Vesting Period”), commencing six
        (6) months after the grant of the Options (the “Effective Date”), in accordance with the following vesting schedule,
        provided that the Employee shall remain employee of the Company at the end of each relevant part of the vesting period:
        the Option to purchase 1,111 (One Thousand, One Hundred and Eleven) Shares shall vest every three (3) months as of the
        Effective Date, in a total of ten (10) installments, each of which shall be equal to one twelfth (1/12) of the total number
        of the Options. Following the termination of the Employment Agreement, all unvested Options shall ipso facto terminate
        and become null and void.

         

        (3)
        The vested Options shall be exercisable commencing on the date in which they shall become vested and until the earlier
        of: (i) the lapse of 60 (sixty) months from the date of grant thereof; or (ii) the lapse of 3 (three) months from the
        termination date of this Agreement.

         

        (4)
        The vested Options shall be exercisable at a purchase price of Fifteen Dollars (US$ 15.00) per share.

         

        (5)
        The Employee shall bear all the taxes (if any) associated with the grant and/or exercise of the Options.

         





 




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Exhibit
B


 


NON-DISCLOSURE,
NON-COMPETITION AND

PROPRIETARY INFORMATION UNDERTAKING


 


THIS
NON-DISCLOSURE, NON-COMPETITION AND PROPRIETARY INFORMATION UNDERTAKING (the “Undertaking”) is entered into
this 6th of August by Mr. Zviel Gedalihou, Israeli I.D. number 043197623, of 2 Menachem Begin St., Ramat Hasharon Israel
(the “Employee”) effective as of the Commencement Date of the Employee’s employment (as set forth in his/her
Employment Agreement to which this Undertaking is attached).


 


WHEREAS,
the Employee and Win Global Markets Inc. (Israel) Ltd. are entering an Employment Agreement to which this Undertaking is attached
(the “Employment Agreement”);


 


NOW,
THEREFORE, the Employee represents, undertakes and warrants towards Win Global Markets Inc. (Israel) Ltd. and any subsidiary,
affiliate and parent company thereof (referred to herein collectively as the “Company”) as follows:


 


		1.	Non
                                         - Disclosure



 


	1.1	The
                                         Employee acknowledges that the Employee has had and is expected to have access to information
                                         that relates to the Company, its business, assets, financial condition, affairs, activities,
                                         plans and projections, customers, suppliers, partners, and other third parties with whom
                                         the Company agreed or agrees, from time to time, to hold information of such party in
                                         confidence (the “Confidential Information”). The Confidential Information
                                         shall not include information generally available to the public not as a result of a
                                         breach of this Undertaking by the Employee.



 


	1.2	By
                                         way of illustration, such Confidential Information shall include, without limitation,
                                         (i) any and all trade secrets concerning the business and affairs of the Company, product
                                         specifications, data, know-how, compositions, processes, formulas, methods, designs,
                                         samples, inventions and ideas, past, current and planned development or experimental
                                         work, current and planned distribution methods and processes, customer lists, customers’
                                         data, current and anticipated customer requirements, price lists, market studies, business
                                         plans, computer software and programs (including object code and source code), computer
                                         software and database technologies, systems, structures and architectures (and related
                                         processes, algorithms, compositions, improvements, know-how, inventions, discoveries,
                                         concepts, ideas, designs, methods and information), of the Company and any other information,
                                         however documented of the Company that is a trade secret; (ii) any and all information
                                         concerning the business and affairs of the Company (which includes historical financial
                                         statements, financial projections and budgets, historical and projected sales, capital
                                         spending budgets and plans, the names and backgrounds of key personnel, personnel training
                                         and techniques and materials), however documented; (iii) any and all notes, analysis,
                                         compilations, studies, summaries, and other material prepared by or for the Company containing
                                         or based, in whole or in part, on any information included in the foregoing; (iv) any
                                         third parties’ information to be received by the Company or by the Employee during his/her
                                         employment with the Company; and (v) the terms and conditions of the Employment Agreement.



 


	1.3	The
                                         Employee further recognizes and acknowledges that: (a) the employment by the Company
                                         and the access to Confidential Information creates a relationship of confidence and trust
                                         with respect to such Confidential Information; and (b) such Confidential Information
                                         is a valuable and unique asset of the Company’s business and affairs, and (c) its unauthorized
                                         use or disclosure would cause the Company substantial loss and damages. Accordingly,
                                         the Employee undertakes and agrees that he/she will keep in strict confidence and trust,
                                         shall safeguard, and shall not, in whole or in part, disclose such Confidential Information
                                         to any person or organization under any circumstances, and that he/she will not make
                                         use of any such Confidential Information for his/her own purposes or for the benefit
                                         of any other person or organization. The obligations set forth in this section are perpetual,
                                         and shall apply both during and after the termination of the Employment Agreement, for
                                         any reason.



 


	1.4	Upon
                                         termination of his/her employment with the Company, the Employee will promptly deliver
                                         to the Company all documents and materials of any nature pertaining to his/her work with
                                         the Company.



 






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		2.	Ownership
                                         of Property and Rights



 


	2.1	The
                                         Employee confirms that all Confidential Information is, will be and shall remain the
                                         exclusive property of the Company. All business records, papers and documents however
                                         documented, kept or made by the Employee relating to the business and affairs of the
                                         Company (including documents prepared prior to the Company’s incorporation) (the
                                         “Proprietary Information”) shall be and remain the property of the Company.
                                         Upon termination of his/her employment with the Company, the Employee shall promptly
                                         deliver to the Company all Proprietary Information and, without limitation, all copies
                                         of materials relating to the business and affairs of the Company and not previously made
                                         available to the public, without retaining any copies thereof. The obligations set forth
                                         in this subsection shall survive the termination of the Employment Agreement.



 


	2.2	The
                                         Employee will notify and disclose in writing to the Company, or any persons designated
                                         by the Company from time to time, all information, improvements, inventions, formulas,
                                         processes, techniques, know-how and data, whether or not patentable or registerable under
                                         copyright or any similar laws, made or conceived or reduced to practice or learned by
                                         the Employee, either alone or jointly with others, during the Employee’s employment
                                         with the Company (including after hours, on weekends or during vacation time) (all such
                                         information, improvements, inventions, formulae, processes, techniques, know-how and
                                         data are hereinafter referred to as the “Invention(s)”) immediately
                                         upon discovery, receipt or invention thereof as applicable.



 


	2.3	Without
                                         derogating from any of the provisions of this Undertaking, the Employee agrees that all
                                         the Inventions are, upon creation, considered Inventions of the Company, shall be the
                                         sole property of the Company and its assignees, and the Company and its assignees shall
                                         be the sole owner of all patents, copyrights, trade secret and all other rights of any
                                         kind or nature, including Moral Rights (as defined below), in connection with such Inventions.
                                         The Employee hereby irrevocably and unconditionally assigns to the Company all the following
                                         with respect to any and all Inventions: (i) patents, patent applications, and patent
                                         rights, including any and all continuations or extensions thereof; (ii) rights associated
                                         with works of authorship, including copyrights and copyright applications, Moral Rights
                                         (as defined below) and mask work rights; (iii) rights relating to the protection of trade
                                         secrets and confidential information; (iv) design rights and industrial property rights;
                                         (v) any other proprietary rights relating to intangible property including trademarks,
                                         service marks and applications therefore, trade names and packaging and all goodwill
                                         associated with the same; and (vi) all rights to sue for any infringement of any of the
                                         foregoing rights and the right to all income, royalties, damages and payments with respect
                                         to any of the foregoing rights. The Employee also hereby forever waives and agrees never
                                         to assert any and all Moral Rights (as defined below) the Employee may have in or with
                                         respect to any Inventions, even after termination of employment on behalf of the Company.
                                         “Moral Rights” means any right to claim authorship of a work, any right
                                         to object to any distortion or other modification of a work, and any similar right, existing
                                         under the law of any country in the world, or under any treaty.



 


	2.4	The
                                         Employee further agrees to perform, during and after his/her employment with the Company,
                                         all acts deemed reasonably necessary or desirable by the Company to permit and assist
                                         it, at the Company’s expense, in obtaining, maintaining, defending and enforcing
                                         the Inventions in any and all countries. Such acts may include, but are not limited to,
                                         execution of documents and assistance or cooperation in legal proceedings. The Employee
                                         hereby irrevocably designates and appoints the Company and its duly authorized officers
                                         and agents, as the Employee’s agents and attorneys-in-fact to act for and on the
                                         Employee’s behalf and instead of the Employee, to execute and file any documents
                                         and to do all other lawfully permitted acts to further the above purposes with the same
                                         legal force and effect as if executed by the Employee.



 


	2.5	The
                                         Employee shall not be entitled, with respect to all of the above, to any monetary consideration
                                         or any other consideration except as explicitly set forth in the Employment Agreement.
                                         Without limitation of the foregoing, the Employee irrevocably confirms that the consideration
                                         explicitly set forth in the Employment Agreement is in lieu of any rights for compensation
                                         that may arise in connection with the Inventions under applicable law and waives any
                                         right to claim royalties or other consideration with respect to any Invention, including
                                         under Section 134 of the Israeli Patent Law – 1967. With respect to all of the
                                         above any, oral understanding, communication or agreement not memorialized in writing
                                         and duly signed by the Company shall be void.



 






    	 	9	 



     


    

 


		3.	No
                                         Competition and Non-Solicitation



 


	3.1	The
                                         Employee acknowledges that in light of the Employee’s position with the Company
                                         and in view of the Employee’s exposure to, and involvement in, the Company’s
                                         sensitive and valuable proprietary information, property (including, intellectual property)
                                         and technologies, as well as its goodwill and business plans (the “Company’s
                                         Major Assets”), the provisions of this Section 3 are reasonable and necessary
                                         to legitimately protect the Company’s Major Assets, and are being undertaken by
                                         the Employee as a condition to the employment of the Employee by the Company.



 


	3.2	The
                                         Employee confirms that the Employee has carefully reviewed the provisions of this Section
                                         3, fully understands the consequences thereof and has assessed the respective advantages
                                         and disadvantages to the Employee of entering into this Undertaking and, specifically,
                                         Section 3 hereof. In light of the above provisions, the Employee undertakes that during
                                         the term of his/her employment with the Company and for a period of twelve (12) months
                                         thereafter:



 


		3.2.1	The
                                         Employee shall not engage, establish, open or in any manner whatsoever become involved,
                                         directly or indirectly, either as an employee, owner, partner, agent, shareholder, director,
                                         consultant or otherwise, in any business, occupation, work or any other activity which
                                         is reasonably likely to involve or require the use of any of the Company’s Major
                                         Assets. The Employee confirms that engagement, establishment, opening or involvement,
                                         directly or indirectly, either as an employee, owner, partner, agent, shareholder, director,
                                         consultant or otherwise, in any business, occupation, work or any other activity which
                                         competes directly with the business of the Company as conducted during the term of his/her
                                         employment or contemplated, during such term, to be conducted, is likely to require the
                                         use of all or a portion of the Company’s Major Assets.



 


		3.2.2	The
                                         Employee shall not, directly or indirectly, solicit, hire or retain as an employee, consultant
                                         or otherwise, any employee or consultant of the Company or induce or attempt to induce
                                         any such employee or consultant to terminate or reduce the scope of his/her employment
                                         and/or engagement with the Company.



 


	3.3	The
                                         Employee further undertakes that, for so long as the Employee is employed by the Company
                                         and continuing for twelve (12) months after the termination or expiration of such employment,
                                         the Employee shall not, directly or indirectly, solicit, endeavor to entice away from
                                         the Company or otherwise interfere with the relationship of the Company with any person
                                         or organization who is, or was within the preceding two (2) years, a customer or a supplier
                                         of the Company.



 


		4.	General



 


	4.1	The
                                         Employee represents that the performance of all the terms of this Undertaking and the
                                         Employee’s duties as an employee of the Company does not and will not breach any
                                         invention assignment, proprietary information, non-compete, confidentiality or similar
                                         agreements with, or rules, regulations or policies of, any former employer or other party
                                         (including, without limitation, any academic institution or any entity related thereto).
                                         The Employee acknowledges that the Company is relying upon the truthfulness and accuracy
                                         of such representations in employing the Employee.



 


	4.2	The
                                         Employee acknowledges that the provisions of this Undertaking serve as an integral part
                                         of the terms of the Employee’s employment and reflect the reasonable requirements
                                         of the Company in order to protect its legitimate interests with respect to the subject
                                         matter hereof.



 


	4.3	The
                                         Employee recognizes and acknowledges that in the event of a breach or threatened breach
                                         of this Undertaking by the Employee, the Company may suffer irreparable harm or damage
                                         and will, therefore, be entitled to injunctive relief to enforce this Undertaking (without
                                         limitation to any other remedy at law or in equity).



 


	4.4	This
                                         Undertaking is governed by and construed in accordance with the laws of the State of
                                         Israel, without giving effect to its laws pertaining to conflict of laws. The Employee
                                         agrees that any and all disputes in connection with this Undertaking shall be submitted
                                         to the exclusive jurisdiction of the competent courts located in the city of Tel-Aviv-Jaffa,
                                         Israel.



 






    	 	10	 



     


    

 


	4.5	If
                                         any provision of this Undertaking is determined by any court or arbitrator of competent
                                         jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will
                                         be enforced to the maximum extent possible given the intent of the parties hereto. If
                                         such clause or provision cannot be so enforced, such provision shall be stricken from
                                         this Undertaking only with respect to such jurisdiction in which such clause or provision
                                         cannot be enforced, and the remainder of this Undertaking shall be enforced as if such
                                         invalid, illegal or unenforceable clause or provision had (to the extent not enforceable)
                                         never been contained in this Undertaking. In addition, if any particular provision contained
                                         in this Undertaking 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
                                         the scope of such provision so that the provision is enforceable to the fullest extent
                                         compatible with applicable law.



 


	4.6	The
                                         provisions of this Undertaking shall continue and remain in full force and effect following
                                         the termination or expiration of the employment relationship between the Company and
                                         the Employee, for whatever reason. This Undertaking shall not serve in any manner so
                                         as to derogate from any of the Employee’s obligations and liabilities under any
                                         applicable law.



 


	4.7	This
                                         Undertaking constitutes the entire agreement between the Employee and the Company with
                                         respect to the subject matter hereof. No amendment of or waiver of, or modification of
                                         any obligation under this Undertaking will be enforceable unless set forth in a writing
                                         signed by the Company. No delay or failure to require performance of any provision of
                                         this Undertaking shall constitute a waiver of that provision as to that or any other
                                         instance. No waiver granted under this Undertaking as to any one provision herein shall
                                         constitute a subsequent waiver of such provision or of any other provision herein, nor
                                         shall it constitute the waiver of any performance other than the actual performance specifically
                                         waived.



 


	4.8	This
                                         Undertaking, the rights of the Company hereunder, and the obligations of the Employee
                                         hereunder, will be binding upon and inure to the benefit of their respective successors,
                                         assigns, heirs, executors, administrators and legal representatives. The Company may
                                         assign any of its rights under this Undertaking. The Employee may not assign, whether
                                         voluntarily or by operation of law, any of its obligations under this Undertaking, except
                                         with the prior written consent of the Company.



 


IN
WITNESS WHEREOF, the undersigned, has executed this Undertaking as of the date first mentioned above.


 


	Printed Name:	Zviel
    Gedalihou	 	Signature:	 


 




    	 	11	 



     


    

 


Exhibit
C


Employee
Consent to Polygraph - Test and Security Checks


 


Date:
16.2.2017


 


WHEREAS,
Win Global Markets Inc. (Israel) Ltd. (the “Company”) is in the industry of Binary Option Trading; and


 


WHEREAS,
as a matter of a routine, the employees of the Company work with or come across sensitive information regarding clients’
financials; and


 


WHEREAS,
the Company works in a highly regulated environment that requires it to protect its clients; and


 


WHEREAS,
the Company needs, from time to time, to administer polygraph tests and/or other security checks to its employees, on a need-to-know
basis.


 


Now,
Therefore, I Zviel Gedalihou, ID Number 043197623, understand the preambles section above-written and the Company’s need
to administer polygraph tests and/or other security checks from time to time. Accordingly, I hereby voluntarily give my consent
to a polygraph (lie detector) test and/or other security checks to be administered if and when the Company decides to do so, in
the Company’s sole discretion.


 


I
declare that I have not been coerced in any manner whatsoever to submit to this test/check or to sign this consent form and I
understand that I have a legal right to refuse to submit to this test/check as a condition of new or continued employment.


 





	 	 
	 	Employee
	 	 
	 	 
	 	Witness



 


 


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