Exhibit 10.1





 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (the “Agreement”),
dated this __ day of ________, 2017, between JWIZ, INC., a New York corporation (the “Company”), having
its principal place of business at 125-10 Queens Boulevard, Queens, New York 11415, and AVI SHEFI, an individual, with an
address at 218-12 85th Avenue, Queens Village, New York 11427 (the “Executive”).


 


WITNESSETH


 


WHEREAS, the Executive is currently the
President of Jewish Marketing Solutions, LLC (“JMS”); and


 


WHEREAS, the Company and JMS have executed
an Agreement and Plan of Merger, dated _____ __, 2016, pursuant to which JMS will merge with and into the Company with the Company
being the surviving entity;


 


WHEREAS, recognizing the unique skills
and abilities of the Executive, the Company wishes to hire the Executive as its President and Chief Executive Officer;


 


WHEREAS, the Executive desires to serve
as the Company’s President and Chief Executive Officer; and


 


WHEREAS, the parties desire, by this
Agreement, to set forth the terms and conditions of the employment relationship between the Company and the Executive.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants in this Agreement, the Company and the Executive agree as follows:


 


1.           Employment
and Duties.


 


(a)          The
Company hereby employs the Executive as its President and Chief Executive Officer on the terms and conditions set forth in this
Agreement and Executive agrees and does hereby accept such employment subject to the terms and conditions of this Agreement. The
Executive shall be a senior executive officer of the Company and, shall be responsible for the overall management and operations
of the Company, shall perform the duties and responsibilities as are customary for the officer of a corporation in such positions,
and shall perform such other duties and responsibilities as are consistent with the position as the chief executive officer of
a company and as are reasonably determined from time to time by the Company’s Board of Directors (the “Board”).
Executive shall use his reasonable best efforts to hire for the Company those employees employed and independent sales agents retained
by GHY, Inc. identified by the Company.


 


(b)          The
Executive shall report to and be supervised by the Board.


 


(c)          The
Executive agrees to devote all his attention and time during normal business hours to the business and affairs of the Company and
to use his reasonable best efforts to perform faithfully and efficiently his duties and responsibilities as the senior executive
officer of the Company as may be required or desirable to achieve the goals and objectives of the Company as established by the
Board from time to time. Prior to the Effective Date, Executive shall resign from all positions he may have with any other company,
partnership, limited liability company, business trust or any other firm, including but not limited to GHY, Inc. Notwithstanding
the foregoing, the Executive may engage in the following activities (and shall be entitled to retain all economic benefits thereof
including fees paid in connection therewith) as long as they do not interfere in any material respect with the performance of the
Executive’s duties and responsibilities hereunder: (i) serve on corporate, civic, religious, educational and/or charitable
boards or committees, provided that the Executive shall not serve on any board or committee of any corporation or other business
which competes with the Business (as defined in Section 10(a) below); and (ii) make investments in businesses or
enterprises and manage his personal investments; provided that with respect to such activities Executive shall comply with any
business conduct and ethics policy applicable to employees of the Company.


 




    	 	1	 



     


    

 


2.          Term.
The term of this Agreement shall commence on the date on which the Company’s registration statement filed with the U.S. Securities
and Exchange Commission, SEC File No. 333-214574 is declared effective (the “Effective Date”), and shall terminate
on the fifth anniversary of the Effective Date, unless extended or earlier terminated in accordance with the terms of this Agreement.
The date on which this Agreement terminates, would terminate or is terminated by either party is herein referred to as the “Termination
Date.” The period beginning on the Effective Date and ending on the Termination Date is herein sometimes referred to
as the “Employment Term.”


 


3.          Compensation.
As compensation for performing the services required by this Agreement, and throughout the Employment Term, the Company shall pay
to the Executive an annual base salary (“Base Compensation”) of $225,000, which amount may be increased from
time-to-time by the Company’s Compensation Committee in its sole and absolute discretion. The Base Compensation shall be
payable at such intervals and in such manner and in accordance with such procedures as shall be in effect, from time-to-time, for
all the Company’s executive personnel at the time of payment. In addition, for each calendar year ending within the Employment
Term, the Executive may be awarded additional compensation (“Incentive Compensation”) in such amounts and at
such times as shall be determined by the Company’s Compensation Committee, in its sole and absolute discretion. All payments
of compensation pursuant to this Agreement shall be subject to withholding for applicable federal, state, and local income and
employment related taxes.


 


4.          Employee
Benefits. During the Employment Term, the Executive and his eligible dependents shall have the right to participate in
any retirement plans (qualified and non-qualified), pension, insurance, health, disability or other benefit plan or program that
has been or is hereafter adopted by the Company (or in which the Company participates), according to the terms of such plan or
program, on terms no less favorable than the most favorable terms granted to senior executives of the Company. In the event the
Executive chooses not participate in any such plan or program, he shall not be entitled to additional compensation.


 


5.          Vacation
and Leaves of Absence. The Executive shall be entitled to the normal and customary amount of paid vacation provided to
senior executive officers of the Company, but no less than twenty (20) days during each calendar year (which amount shall be prorated
for the year in which the Effective Date and Terminate Date occur if such years are less than twelve (12) months. Any vacation
days that are not used shall be forfeited. Upon any termination of this Agreement for any reason whatsoever, accrued and unused
vacation for the year in which this Agreement terminates will be paid to the Executive within ten (10) business days of such termination
based on his annual rate of Base Compensation in effect on the date of such termination. In addition, the Executive may be granted
leaves of absence with or without pay for such valid and legitimate reasons as the Company, in its sole and absolute discretion,
may determine, and the Executive shall be entitled to the same sick leave and holidays provided to other senior executives of the
Company.


 


6.            Expenses.


 


(a)          Business
Expenses. The Executive shall be promptly reimbursed against presentation of vouchers or receipts for all reasonable and
necessary expenses incurred by him in performing his duties hereunder including, but not limited to the following:


 


		·	cellular/smartphone services; and



		·	work related travel.



 


(b)          Automobile
Expense. During the Employment Term, in order to facilitate the performance of the Executive’s duties hereunder,
and otherwise for the convenience of the Company, the Company shall reimburse the Executive for the cost of owning, leasing, maintaining
and operating an automobile; provided that the Company’s obligation under this Section 6(b) shall not exceed $500
per month (or such greater amount as shall be approved by the Company’s Compensation Committee in advance) and provided further
that Executive shall provide the Company with property documentation evidencing the incurrence of such expenses as they relate
to the performance of his duties hereunder such as invoices, receipts and the like.


 




    	 	2	 



     


    

 


7.            Indemnification.


 


(a)          General.
The Company agrees that if the Executive is made a party or is threatened to be made a party to any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is
or was an officer of the Company, is or was serving at the request of the Company as a director, officer, member, employee or agent
of another corporation or of a partnership, joint venture, trust or other enterprise, whether or not the basis of such Proceeding
is alleged action in an official capacity as a director, officer, member, employee or agent while serving as a director, officer,
member, employee or agent, the Executive shall be indemnified and held harmless by the Company to the fullest extent authorized
by applicable law (in accordance with the certificate of incorporation and/or bylaws of the Company), as the same exists or may
hereafter be amended, against all Expenses (as defined below) incurred or suffered by the Executive in connection therewith, and
such indemnification shall continue as to the Executive even if the Executive has ceased to be an officer or is no longer employed
by the Company and shall inure to the benefit of his heirs, executors and administrators.


 


(c)          Expenses.
As used in Section 7(a) above, the term “Expenses” shall include, without limitation, damages, losses,
judgments, liabilities, fines, penalties, excise taxes, settlements and costs, reasonable attorneys’ fees, accountants’
fees, and disbursements and costs of attachment or similar bonds, investigations, and any expenses of establishing a right to indemnification
under this Agreement.


 


(d)          Enforcement.
If a claim or request under this Agreement is not paid by the Company, or on their behalf, within thirty (30) days after a written
claim or request therefor has been received by the Company, the Executive may at any time thereafter bring a legal action against
the Company to recover the unpaid amount of the claim or request and if successful in whole or in part, the Executive shall be
entitled to be paid also the expenses of prosecuting such suit. The burden of proving that the Executive is not entitled to indemnification
for any reason shall be upon the Company.


 


(e)          Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all the rights of
recovery of the Executive.


 


(f)          Partial
Indemnification. If the Executive is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of any Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify the
Executive for the portion of such Expenses to which the Executive is entitled.


 


(g)          Advances
of Expenses. Expenses incurred by the Executive in connection with any Proceeding shall be paid by the Company in advance
upon request of the Executive that the Company pay such Expenses; provided, however, if it is determined that Executive was not
entitled to indemnification hereunder he shall promptly reimburse the Company for any expenses advanced to or on his behalf.


 


(h)          Notice
of Claim. The Executive shall immediately upon becoming aware of same give to the Company notice of any claim made against
him for which indemnity will or could be sought under this Agreement. In addition, the Executive shall give the Company such information
and cooperation as it may reasonably require and as shall be within the Executive’s power and at such times and places as
are convenient for the Executive.


 


(i)          Defense
of Claim. With respect to any Proceeding as to which the Executive notifies the Company of the commencement thereof: (i)
the Company will be entitled to participate therein at its own expense; and (ii) except as otherwise provided below, to the extent
that it may wish, the Company jointly with any other indemnifying party similarly notified will be entitled to assume the defense
thereof, with counsel reasonably satisfactory to the Executive. The Company shall not be entitled to assume the defense of any
action, suit or proceeding brought by or on behalf of the Company or as to which the Executive shall have reasonably concluded
that there may be a conflict of interest between the Company and the Executive in the conduct of the defense of such action. The
Company shall not be liable to indemnify the Executive under this Agreement for any amounts paid in settlement of any action or
claim effected without its written consent. The Company shall not settle any action or claim in any manner which would impose any
penalty or limitation on the Executive without Executive’s written consent. Neither the Company nor the Executive shall unreasonably
withhold or delay their consent to any proposed settlement.


 


(j)          Non-exclusivity.
The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition
conferred in this Section 7 shall not be exclusive of any other right which the Executive may have or hereafter may acquire
under any statute, provision of the certificate of incorporation, by laws, or other governing documents of the Company, agreement,
vote of stockholders, members or disinterested directors or otherwise.


 




    	 	3	 



     


    

 


(k)          Directors
and Officers Liability Policy. The Company agrees to use commercially reasonable efforts to obtain and maintain directors
and officers liability insurance covering the Executive in such amount and subject to such allowances, deductions, exclusions,
reserves and other limitations as the Company, in its sole and absolute discretion, determines.


 


8.           Termination
and Termination Benefits.


 


(a)          Termination.


 


(i)    For
Cause. Notwithstanding any provision contained herein, the Company may terminate this Agreement at any time during the
Employment Term for “Cause” (as defined in Section 8(e) below). Termination pursuant to this Section 8(a)(i)
shall be effective immediately upon giving the Executive written notice thereof stating the reason or reasons therefor with respect
to clause (B) of Section 8(e), and thirty (30) days after written notice thereof from the Company to the Executive
specifying the acts or omissions constituting the failure and requesting that they be remedied with respect to clause (A)
Section 8(e), but only if the Executive has not cured such failure within such thirty (30) day period.


 


(ii)   Death
and Disability. Notwithstanding any other provision of this Agreement, this Agreement shall terminate on the date of the
Executive’s death. If due to illness, physical or mental disability, or other incapacity, the Executive shall fail, for a
total of any six (6) consecutive months (“Disability”), to substantially perform the principal duties required
by this Agreement, the Company may terminate this Agreement upon thirty (30) days’ written notice to the Executive.


 


(iii)  Without
Cause. The Company may terminate the Executive’s employment hereunder without Cause at any time.


 


(iv)   Good
Reason. The Executive may terminate his employment hereunder for “Good Reason”.


 


(b)          Termination
Benefits.


 


(i)          Termination
For Cause. In the event of a termination pursuant to Section 8(a)(i) above, the Executive shall be entitled to payment
of his Base Compensation and the benefits pursuant to Sections 3 and 4, respectively, hereof up to the effective date of
such termination and it is also the intention and agreement of the Company that Executive shall not be deprived by reason of termination
for Cause of any payments, options or benefits which have been vested or have been earned or to which Executive is entitled as
of the effective date of such termination.


 


(ii)         Termination
Without Cause, Upon Death, For Disability or For Good Reason. If the Company terminates the Executive’s employment
hereunder without Cause or as a result of Disability, or if this Agreement is terminated by reason of the Executive’s death,
or if the Executive terminates his employment for Good Reason, the Executive (or his estate, in the case of death) shall be paid:
(A) his Base Compensation at the rate in effect at the time of termination through the Termination Date; (B) his
Pro Rata Share of any Incentive Compensation to which he would have been entitled for the year in which such termination occurs;
(C) a lump sum payment equal to the product of six (6) times the Monthly Salary Amount (as defined below); (D) any
deferred compensation (including, without limitation, interest or other credits on the deferred amounts) and any accrued vacation
pay; and (E) any other compensation and benefits as may be provided in accordance with the terms and provisions of any applicable
plans or programs of the Company.


 


(c)          Non-exclusivity
of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in
any benefit, bonus, incentive or other plan or program provided or maintained by the Company and for which the Executive may qualify,
nor shall anything herein limit or otherwise prejudice such rights as the Executive may have under any other existing or future
agreements with the Company. Except as otherwise expressly provided for in this Agreement, amounts that are vested benefits or
that the Executive is otherwise entitled to receive under any plans or programs maintained by the Company at or after the Termination
Date shall be payable in accordance with the terms of such plans or programs.


 




    	 	4	 



     


    

 


(d)          Vesting
of Stock Grants and Stock Options. In the event of any termination of this Agreement, Executive’s rights regarding
any restricted stock grants or stock options shall be as set forth in the respective agreement containing the terms and conditions
pertaining thereto. Notwithstanding the foregoing, if the Executive is terminated for reasons other than for “Cause”
or in the event the Executive terminates this Agreement for “Good Reason” or in the event this Agreement is terminated
because of Executive’s death, any stock options then held by the Executive shall immediately vest in the Executive and shall
remain exercisable for the period specified in the grant agreement notwithstanding any provision therein to the contrary.


 


(e)   Definitions.


 


(i)    Cause.
For purposes of this Section 8(a)(i), “Cause” shall mean (A) the continuing willful failure by
the Executive to substantially perform his duties hereunder for any reason other than total or partial incapacity due to physical
or mental illness, or (B) fraud, gross negligence or willful misconduct on the part of the Executive in the performance
of his duties hereunder that causes material harm to the Company. For purposes of this definition of Cause, no act or failure to
act on the part of Executive shall be considered willful if it is done, or omitted to be done, by Executive in good faith and with
a good faith belief that Executive’s act or omission was in the best interests of the Company.


 


(ii)   Pro
Rata Share. The Executive’s “Pro Rata Share” of Incentive Compensation for any calendar year of
the Company shall be a fraction whose numerator shall be equal to the number of months (or parts of months) during which the Executive
was employed by the Company during any such calendar year and whose denominator shall be the total number of months in such calendar
year.


 


(iii)  Monthly
Salary Amount. “Monthly Salary Amount” shall mean an amount equal to one-twelfth (1/12) of the sum of
(A) the Executive’s then current annual Base Compensation plus (B) the highest Incentive Compensation paid
to the Executive during the most recent three calendar years.


 


(iv)   Good
Reason. “Good Reason” means and shall be deemed to exist if, without the prior express written consent
of the Executive, (A) the Company breaches this Agreement in any material respect; (B) the Company fails to obtain
the full assumption of this Agreement by a successor; (C) the Company purports to terminate the Executive’s employment
for Cause and such purported termination of employment is not effected in accordance with the requirements of this Agreement; (D)
the Executive’s principal place of employment is moved to a location that is not within the New York City or the New York
counties of Nassau, Suffolk or Westchester; or (E) a Change in Control shall have occurred; provided, however, that
with respect to clauses (A) through (D) hereof, within thirty (30) days of written notice of termination by the Executive,
the Company has not cured, or commenced to cure, such failure or breach, and with respect to clause (E) above, the Executive
shall have provided the Company with sixty (60) days prior written notice of such termination.


 


(v)    Change
in Control. “Change in Control” shall mean (A) any merger by the Company into another corporation
or corporations which results in the stockholders of the Company immediately prior to such transaction owning less than fifty (50%)
percent of the surviving Corporation; (B) any acquisition (by purchase, lease or otherwise) of all or substantially all
of the assets of the Company by any person, corporation or other entity or group thereof acting jointly in accordance with Section
409A of the IRC; (C) the acquisition of beneficial ownership, directly or indirectly, of voting securities of the Company
(defined as the Company’s common shares or any other Company securities having voting rights that the Company may issue in
the future) and rights to acquire voting securities of the Company (defined as including, without limitation, securities that are
convertible into voting securities of the Company (as defined above) and rights, options warrants and other agreements or arrangements
to acquire such voting securities) by any person, corporation or other entity or group thereof acting jointly, in such amount or
amounts as would permit such person, corporation or other entity or group thereof acting jointly to elect a majority of the members
of the Board of the Company, as then constituted; or (D) the acquisition of beneficial ownership, directly or indirectly,
of voting securities and rights to acquire voting securities having voting power equal to forty (40%) percent or more of the combined
voting power of the Company’s then outstanding voting securities by any person, corporation or other entity or group thereof
acting jointly unless such acquisition as is described in this clause (D) is expressly approved by resolution of the Board
passed upon affirmative vote of not less than a majority of the Board and adopted at a meeting of the Board held not later than
the date of the next regularly scheduled or special meeting held following the date the Company obtains actual knowledge of such
acquisition (which approval may be limited in purpose and effect solely to affecting the rights of Employee under this Agreement).
Notwithstanding the preceding sentence, any transaction that involves a mere change in identity form or place of organization within
the meaning of Section 368(a)(1)(F) of the IRC, or a transaction of similar effect, shall not constitute a Change in Control.


 




    	 	5	 



     


    

 


(f)          Payment.
Except as otherwise provided in this Agreement, any payments to which the Executive shall be entitled under this Section 8,
including, without limitation, any economic equivalent of any benefit, shall be made as promptly as possible following the Date
of Termination. If the amount of any payment due to the Executive cannot be finally determined within ninety (90) days after the
Termination Date, such amount shall be estimated on a good faith basis by the Company and the estimated amount shall be paid no
later than ninety (90) days after such Termination Date. As soon as practicable hereafter, the final determination of the amount
due shall be made and any adjustment requiring a payment to or from the Executive shall be made as promptly as practicable.


 


(g)          No
Mitigation. Except as otherwise specifically provided in this Agreement, the Executive shall not be required to mitigate
the amount of any payments provided for by this Agreement by seeking employment or otherwise, nor shall the amount of any payment
or benefit provided in this Agreement be reduced by any compensation or benefit earned by the Executive after termination of his
employment.


 


9.           Company
Property. All confidential and proprietary information furnished to the Executive by the Company or developed by the Executive
on behalf of the Company or at the Company’s direction or for the Company’s use or otherwise in connection with the
Executive’s employment hereunder, are and shall remain the sole and confidential property of the Company; if the Company
requests the return of such materials at any time during or at or after the termination of the Executive’s employment, the
Executive shall immediately deliver the same to the Company.


 


10.         Covenant
Not to Compete.


 


(a) Covenants Against Competition.
The Executive acknowledges that, as of the execution of this Employment Agreement (i) the Company is engaged in providing
online and digital marketing solutions (the “Business”); (ii) the Company’s Business is primarily
conducted currently in New York City, Nassau, Suffolk and Westchester counties in New York State, northern New Jersey, Miami and
Boca Raton, Florida, Los Angeles, California, Minneapolis Minnesota and Rochester, New York and has definite plans to expand to
other markets throughout the United States, as well as to Europe, Latin America and Asia Pacific; (iii) his employment with
the Company gives him access to confidential information concerning the Company; and (iv) the agreements and covenants contained
in this Agreement are essential to protect the business and goodwill of the Company. Accordingly, the Executive covenants and agrees
as follows:


 


(i)    Without
the prior written consent of the Board, the Executive shall not, except in the Executive’s capacity as an officer of the
Company or any of its affiliates, during the Restricted Period (as defined below) within the Restricted Area (as defined below)
(A) engage or participate in and venture, whether or not for profit, that conducts activities similar to the Business; (B)
enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in activities
similar to the Business; or (C) acquire an equity interest in any such person; provided, that the foregoing restrictions
shall not apply if the Executive’s employment with the Company was terminated by the Company without Cause or by the Executive
for Good Reason; provided, however, that during the Restricted Period the Executive may own, directly or indirectly, solely
as a passive investment, up to five percent (5%) of the issued and outstanding securities of any company traded on any national
securities exchange or on the National Association of Securities Dealers Automated Quotation System.


 




    	 	6	 



     


    

 


(ii)   As
used herein: (A) “Restricted Period” shall mean the period commencing on the Effective Date and ending
on the second anniversary of the Termination Date; and (B) “Restricted Area” shall mean any place within
a 75-mile radius of any office maintained by the Company or any other location in which the Company is then actively considering
conducting Business, at the time.


 


(b)          Confidential
Information; Personal Relationships. The Executive acknowledges that the Company has a legitimate and continuing proprietary
interest in the protection of its confidential information and has invested substantial sums and will continue to invest substantial
sums to develop, maintain and protect confidential information. The Executive agrees that, during and after the Restricted Period,
without the prior written consent of the Board, the Executive shall keep secret and retain in strictest confidence, and shall not
knowingly use for the benefit of himself or others all confidential matters relating to the Company’s Business including,
without limitation, operational methods, marketing or development plans or strategies, business acquisition plans, joint venture
proposals or plans, and new personnel acquisition plans, learned by the Executive heretofore or hereafter (such information shall
be referred to herein collectively as “Confidential Information”); provided, that nothing in this Agreement
shall prohibit the Executive from disclosing or using any Confidential Information (i) in the performance of his duties
hereunder, (ii) as required by applicable law, (iii) in connection with the enforcement of his rights under this
Agreement or any other agreement with the Company, or (iv) in connection with the defense or settlement of any claim, suit
or action brought or threatened against the Executive by or in the right of the Company. Notwithstanding any provision contained
herein to the contrary, the term Confidential Information shall not be deemed to include any general knowledge, skills or experience
acquired by the Executive or any knowledge or information known or available to the public in general. Moreover, the Executive
shall be permitted to retain copies of, or have access to, all such Confidential Information relating to any disagreement, dispute
or litigation (pending or threatened) involving the Executive.


 


(c)          Employees
of the Company and its Affiliates. During the Restricted Period, without the prior written consent of the Board, the Executive
shall not, directly or indirectly, hire or solicit, or cause others to hire or solicit, for employment by any person other than
the Company or any affiliate or successor thereof, any employee of, or person employed within the two years preceding the Executive’s
hiring or solicitation of such person by, the Company and its affiliates or successors or encourage any such employee to leave
his employment. For this purpose, any person whose employment has been terminated involuntarily by the Company shall be excluded
from those persons protected by this Section for the benefit of the Company.


 


(d)          Business
Relationships. During the Restricted Period, the Executive shall not, directly or indirectly, request or advise a person
that has a business relationship with the Company to curtail, alter or cancel such person’s business relationship with the
Company.


 


(e)          Rights
and Remedies Upon Breach. If the Executive breaches, threatens to commit a breach of, any of the provisions contained in
this Section 10 (the “Restrictive Covenants”), the Company shall have the following rights and remedies,
each of which rights and remedies shall be independent of the others and severally enforceable, and each of which is in addition
to, and not in lieu of, any other rights and remedies available to the Company under law or in equity:


 


(i)   Specific
Performance. The right and remedy to have the Restrictive Covenants specifically enforced by any court of competent jurisdiction,
it being agreed that any breach or threatened breach of the Restrictive Covenants would cause irreparable injury to the Company
and that money damages would not provide an adequate remedy to the Company.


 


(ii)  Accounting.
The right and remedy to require the Executive to account for and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits derived or received by the Executive as the result of any action constituting a breach of Restrictive
Covenants.


 


(f)          Severability
of Covenants. The Executive acknowledges and agrees that the Restrictive Covenants are reasonable and valid in duration
and geographical scope and in all other respects. If any court determines that any of the Restrictive Covenants, or any part thereof,
is invalid or unenforceable, the remainder of the Restrictive Covenants shall not thereby be affected and shall be given full effect
without regard to the invalid portions. The provisions set forth in this Section 10 above shall be in addition to any other
provisions of the business conduct and ethics policy applicable to employees of the Company and its subsidiaries during the Employment
Term.


 




    	 	7	 



     


    

 


(g)          Saving
Clause. If the period or the area specified in Section 10(a) above should be adjudged unreasonable in any proceeding,
then the period shall be reduced by such number of months or the area shall be reduced by the elimination of such portion thereof
or both so that such restrictions may be enforced in such area and for such time as is adjudged to be reasonable. If the Executive
violates any of the restrictions contained in the Section 10(a) above, the restrictive period shall not run in favor of
the Executive from the time of the commencement of any such violation until such time as such violation shall be cured by the Executive
to the satisfaction of Company.


 


11.          Executive’s
Representation and Warranties. Executive represents and warrants that he has the full right and authority to enter into
this Agreement and fully perform his obligations hereunder, including, but not limited to, the Restrictive Covenants, that he is
not subject to any non-competition agreement other than with the Company, and that his past, present and anticipated future activities
have not and will not infringe on the proprietary rights of others. Executive further represents and warrants that he is not obligated
under any contract (including, but not limited to, licenses, covenants or commitments of any nature) or other agreement or subject
to any judgment, decree or order of any court or administrative agency which would conflict with his obligation to use his best
efforts to perform his duties hereunder or which would conflict with the Company’s business and operations as presently conducted
or proposed to be conducted. Neither the execution nor delivery of this Agreement, nor the carrying on of the Company’s business
as officer and employee by Executive will conflict with or result in a breach of the terms, conditions or provisions of or constitute
a default under any contract, covenant or instrument to which Executive is currently a party.


 


12.          Miscellaneous.


 


(a)          Integration;
Amendment. This Agreement constitutes the entire agreement between the parties hereto with respect to the matters set forth
herein and supersedes and renders of no force and effect all prior understandings and agreements between the parties with respect
to the matters set forth herein. No amendments or additions to this Agreement shall be binding unless in writing and signed by
both parties.


 


(b)          Severability.
If any part of this Agreement is contrary to, prohibited by, or deemed invalid under applicable law or regulations, such provision
shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder of this Agreement
shall not be invalid and shall be given full force and effect so far as possible.


 


(c)          Waivers.
The failure or delay of any party at any time to require performance by the other party of any provision of this Agreement, even
if known, shall not affect the right of such party to require performance of that provision or to exercise any right, power, or
remedy hereunder, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver
of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right, power, or
remedy under this Agreement. No notice to or demand on any party in any case shall, of itself, entitle such party to other or further
notice or demand in similar or other circumstances.


 


(d)          Power
and Authority.  The Company represents and warrants to the Executive that it has the requisite corporate power to enter
into this Agreement and perform the terms hereof; that the execution, delivery and performance of this Agreement by it has been
duly authorized by all appropriate corporate action; and that this Agreement represents the valid and legally binding obligation
of the Company and is enforceable against it in accordance with its terms.


 


(e)          Burden
and Benefit; Survival. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
heirs, executors, personal and legal representatives, successors and assigns. In addition to, and not in limitation of, anything
contained in this Agreement, it is expressly understood and agreed that the Company’s obligation to pay the termination benefits
as set forth in Section 7(b) above shall survive any termination of this Agreement.


 




    	 	8	 



     


    

 


(f)          Governing
Law; Headings. This Agreement and its construction, performance, and enforceability shall be governed by, and construed
in accordance with, the laws of the State of New York. Headings and titles herein are included solely for convenience and shall
not affect, or be used in connection with, the interpretation of this Agreement.


 


(g)          Arbitration;
Remedies. Any dispute or controversy arising under this Agreement or arising in connection with Executive’s
employment (other than disputes arising under Section 10) shall be arbitrated and settled pursuant to the National Rules
for the Resolution of Employment Disputes of the American Arbitration Association which are then in effect in a proceeding held
in New York, New York. This provision shall also apply to any and all claims that may be brought under any federal or state anti-discrimination
or employment statute, rule or regulation, including, but not limited to, claims under: the National Labor Relations Act; Title
VII of the Civil Rights Act; Sections 1981 through 1988 of Title 42 of the United States Code; the Employee Retirement Income Security
Act; the Immigration Reform and Control Act; the Americans With Disabilities Act; the Age Discrimination in Employment Act; the
Fair Labor Standards Act; the Occupational Safety and Health Act; the Family and Medical Leave Act; and the Equal Pay Act. The
decision of the arbitrator and award, if any, is final and binding on the parties and the judgment may be entered in any court
having jurisdiction thereof. The parties will agree upon an arbitrator from the list of labor arbitrators supplied by the American
Arbitration Association. The parties understand and agree, however, that disputes arising under Section 10 of this Agreement
may only be brought in a court of law or equity without submission to arbitration.


 


(h)          Jurisdiction.
Except as otherwise provided for herein, each of the parties (a) submits to the exclusive jurisdiction of any state court sitting
in New York, New York or federal court sitting in New York County in any action or proceeding arising out of or relating to this
Agreement, (b) agrees that all claims in respect of the action or proceeding may be heard and determined in any such court, (c)
agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court and (d) waives any
right such party may have to a trial by jury with respect to any action or proceeding arising out of or relating to this Agreement.
Each of the parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives
any bond, surety or other security that might be required of any other party with respect thereto. Any party may make service on
another party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided
for giving of notices in Section 12(i). Nothing in this Section, however, shall affect the right of any party to serve legal
process in any other manner permitted by law.


 


(i)          Notices.
All notices called for under this Agreement shall be in writing and shall be deemed given upon receipt if delivered personally
or by confirmed facsimile transmission and followed promptly by mail, or mailed by registered or certified mail (return receipt
requested), postage prepaid, to the parties at their respective addresses (or at such other address for a party as shall be specified
by like notice; provided that notices of a change of address shall be effective only upon receipt thereof) as set forth in the
preamble to this Agreement or to any other address or addressee as any party entitled to receive notice under this Agreement shall
designate, from time to time, to others in the manner provided in this Section 12(i) for the service of notices. Any notice
delivered to the party hereto to whom it is addressed shall be deemed to have been given and received on the day it was received;
provided, however, that if such day is not a business day then the notice shall be deemed to have been given and received on
the business day next following such day. Any notice sent by facsimile transmission shall be deemed to have been given and received
on the business day next following the day of transmission.


 


(j)          Number
of Days.  In computing the number of days for purposes of this Agreement, all days shall be counted, including Saturdays,
Sundays and holidays; provided, however, that if the final day of any period falls on a Saturday, Sunday or holiday on which
federal banks are or may elect to be closed, then the final day shall be deemed to be the next day which is not a Saturday, Sunday
or such holiday.


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the date first above written.


 


	 	JWIZ, INC.,
	 	 
	 	By:	 
	 	 	YORAM EVAN,
	 	 	President
	 	 
	 	EXECUTIVE
	 	 
	 	 
	 	AVI SHEFI


  




    	 	10