Exhibit
10.14


 


EMPLOYMENT
AGREEMENT


 


Effective
as of May 6, 2021


 


Dear
Haim Ratzabi (the “Executive”),


 


We
are pleased to offer you an employment with Jeff Brands Ltd., an Israeli company number _____, with offices at ______________,
Israel (the “Company”), pursuant to the terms and conditions as set forth in the table below which sets forth the
specific terms of your employment with the Company (the “Specific Terms”), and the general terms of your employment
with the Company provided thereafter (the “General Terms”; which, together with the Specific Terms and exhibits attached
hereto, constitute the “Employment Agreement”).


 


Capitalized
terms which are not defined otherwise in the General Terms shall have the meaning attributed to them in the Specific Terms.


 


SPECIFIC
TERMS


 


	1.	Executive
    Personal Details	Full
    Name: 	Haim
    Ratzabi
	I.D.
    Number:	028915817
	Address:	Amir
    Drori 5, Holon_, Israel
	2.	Commencement
    Date	May
    __23__, 2021
	3.	Position
    and Supervisor	Chief
    Financial Officer; reporting to: Chief Executive Officer 
	4.	Scope
    of Work 	100%
    
	5.	Total
    Monthly Salary 	NIS
     30,000 
	6.	Annual
    Bonus 	To
    be determined by the Company’s board of directors in accordance with the Company’s compensation policy.  
	7.	Pension
    Arrangement	Contributions
    to an arrangement pursuant to the Executive's choice and in accordance with the General Terms and the General Approval of Section
    14 Arrangement
	8.	Keren
    Hishtalmut (Study Fund) 	Contributions
    shall be made in accordance with the General Terms; provided that amounts exceeding the maximum tax-exempt ceiling for Keren Hishtalmut
    contributions, shall be recognized as ordinary income for tax purposes, on the date of their contribution to the selected Keren Hishtalmut.
	9.	Annual
    Vacation 	Annual
    Vacation Quota 	18
    working days per year of employment, and in any event no less than the minimum under applicable law
	10.	Sick
    Leave 	In
    accordance with applicable law, with full compensation as of the first day of sick leave 
	11.	Recuperation
    Pay	In
    accordance with applicable law.
	12.	Travel
    Allowance	A
    monthly amount of NIS 1,000 provided the Executive owns a car which the Executive uses for commuting to work
	13.	Business
    Expenses	Reimbursement
    in accordance with the Company’s policy.
	14.	Directors
    and Officers Insurance	Under
    the terms of the policy applicable to other senior officers of the Company.
	15.	Options
    	In
    accordance with the Company’s Share Incentive Plan, as detailed in Exhibit C attached hereto.
	16.	Mutual
    Notice Period	60
    days 



 


	Company: ___________________	Executive: ________________



 






     


     


    




 


GENERAL
TERMS 


 


		1.	Employment



 


1.1. Commencing
on the Commencement Date and for an indefinite period-of-time, the Executive shall be employed in the Position or in a similar position
of a different title, reporting to the Supervisor or to other designated supervisor, all as determined by the Company from time to time.


 


1.2. The
Executive shall be employed in a senior management position which requires a special degree of personal trust, as defined in the Working
Hours and Rest Law (the “Management Position”). Therefore, the provisions of the aforementioned law shall not apply
to Executive’s employment conditions. The Executive acknowledges that he may be required to travel and stay abroad from time to
time and shall be required to work beyond regular working hours, including on late hours and during holidays and weekly rest hours and
shall not be granted any other compensation for working on such hours. Executive acknowledges that the economic result of this provision
has been taken into account by the parties for the purpose of determine the Salary and for their decision to be engaged under this Employment
Agreement. Since required by the law, the Executive shall maintain a record of working hours performed, as instructed by the Company.


 


		2.	Compensation;
                                            Benefits



 


2.1. Compensation.
In consideration of Executive’s employment, the Executive shall be entitled to receive the Salary and all other benefits and entitlements
under this Employment Agreement. The Salary only shall serve as the sole basis for calculating pension rights and severance pay contributions,
and it is specifically agreed that no other payment or benefit shall be considered as a basis for such calculation.


 


The
Salary shall be payable until the 9th of each month, for the previous month.


 


All
payments and benefits according to this Employment Agreement are gross payments. The Executive shall bear taxes and other compulsory
payments in accordance with applicable law, which amounts shall be deducted by the Company from the Salary, as required by law.


 


2.2. Pension
Arrangement. The Company shall insure the Executive under a pension arrangement at the Executive’s choice (Managers Insurance,
pension fund or a combination of both). The Company shall contribute, on a monthly basis, the amounts set forth below (the “Company
Contributions”) and the Executive shall contribute, on a monthly basis, the amounts set forth below (the “Executive
Contributions”), which amounts shall be deducted from the Salary:


 


Company
Contributions:


 


		(i)	If
for pension fund: severance - 8.33% of the Salary; pension - 6.5% of the Salary.



 


		(ii)	If
for managers insurance: severance - 8.33% of the Salary; disability insurance - up to 2.5% of the Salary (for insurance of 75% of the
Salary); pension - the difference between 6.5% of the Salary and the actual percentage contributed for disability insurance, provided
that the contributions for pension shall not be less than 5% of the Salary or more than 7.5% of the Salary.



 


Executive
Contributions: 6% of the Salary towards pension.


 


2.3. Section
14 Arrangement. The parties hereby adopt the provisions of the General Approval Regarding Payments by Employers to a Pension Fund
and Managers insurance in lieu of Severance Pay, as attached to this Employment Agreement as Exhibit A (the “General
Approval”). The Company waives any right that it may have for the repayment of any monies paid by it to the insurance and/or
the pension fund, unless the right of the Executive to severance has been revoked by a judicial decision, under Section 16 or 17 of the
Severance Pay Law (to the extent of such revocation) or in case the Executive withdrew monies from the insurance and/or the pension fund
for any reason other than death, disability or retirement at the age of sixty or thereafter. The Executive hereby acknowledges and confirms
that the Company’s contributions towards the insurance and/or the pension fund are and shall be in lieu of any severance pay to
which the Executive shall be entitled according to Section 14 of the Severance Pay Law, and in accordance with the General Approval (the
“Section 14 Arrangement”).


 





	Company: ___________________	Executive: ________________





 






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2.4. Study
Fund (Keren Hishtalmut). The parties shall maintain Keren Hishtalmut at the Executive’s choice to which the Company shall contribute,
on a monthly basis, an amount equal to 7.5% of the Salary (the “Company Portion”) and the Executive shall contribute
on a monthly basis an amount equal to 2.5% of the Salary (the “Executive Portion”) which amount shall be deducted
from the Salary, in each case, subject to the limitations on contributions set forth in the Specific Terms, if any. The Executive hereby
instructs the Company to transfer the Executive Portion to the selected Keren Hishtalmut.


 


2.5. Annual
Vacation. The Annual Vacation Quota is defined for each full year of employment. Without derogating from the Company’s right
to set unified vacation for its employees, the vacation shall be coordinated with the Supervisor and is subject to the Company’s
approval and its business needs. The Executive will make every effort to exercise his/her Annual Vacation Quota, and in any event is
required to utilize at least five (5) paid vacation days during each year of employment. If the Executive is unable to utilize the entire
Annual Vacation Quota by the end of any year of employment, the Executive shall be entitled to accumulate the unused balance of the Annual
Vacation Quota up to the Maximum Vacation Quota. For the avoidance of doubt, any unused vacation days in excess of the Maximum Vacation
Quota shall be forfeited with no advance notice nor compensation payable, at the end of each year of employment.


 


2.6. Sick
Leave. Payment of Sick Leave is subject to submission of a proper legal sickness certificate. The Executive shall notify the Company
of the illness as soon as possible in accordance with the Executive’s medical condition.


 


2.7. Recuperation
Pay. The Executive shall be entitled to recuperation pay (Dmey Havra’a) as set forth in the Specific Terms.


 


2.8. Business
Expenses. The Company shall reimburse the Executive for necessary and customary business expenses incurred by the Executive, in accordance
with the Company’s policy, as shall be in effect from time to time.


 


2.9. Directors
and Officers Insurance. Throughout the term of the Executive’s employment, the Company shall maintain a directors and officers
insurance policy covering the Executive’s employment under the same terms as those applicable to the other senior officers of the
Company. The Company shall maintain such directors and officers insurance with substantially the same terms and conditions for a period
of at least 7 years following the termination of the Executive’s term as an officer of the Company, provided that the Company did
not purchase a policy for retired directors and officers or a run-off policy, which covers the Executive.


 


		3.	Termination
                                            of Employment



 


3.1. This
Employment Agreement may be terminated by either party at any time by giving the other party hereto a prior notice of such termination,
as specified in the Specific Terms (the “Notice Period”). Any notice of termination shall be in writing, however,
in the event the Executive fails to provide a written notice of resignation, despite the Company’s request for the same, the Company
shall consider the Executive as having resigned upon the Executive having provided a clear and unequivocal notice. During the Notice
Period, whether notice has been given by the Executive or by the Company, the Executive shall continue to exercise the Executive’s
regular responsibilities and duties unless instructed otherwise by the Company, and shall cooperate with the Company and use the Executive’s
best efforts to assist the integration into the Company organization of the person or persons who will assume the Executive’s responsibilities
and duties.


 


Unless
determined otherwise by the Company, the Executive's accrued vacation days shall be used during the Notice Period, provided that there
should be no overlap between at least one month of Notice Period and Executive's vacation time and that the Executive shall not be required
to work during such vacation time.


 





	Company: ___________________	Executive: ________________





 






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3.2. Notwithstanding
anything to the contrary in Section 3.1, and without derogating from the Company’s rights according to applicable law, the Company
may immediately terminate this Employment Agreement and the Executive’s employment at any time for Cause (as defined below)
without Notice Period or any compensation in lieu of Notice Period.


 


3.3. For
the purpose of this Employment Agreement, “Cause” shall mean: (i) the Executive’s breach of trust or a fiduciary
duty, fraud, any act that constitutes or involves a conflict of interest between the Executive and the Company, and any breach by the
Executive of the provisions set forth in Exhibit B attached hereto, which, if capable of cure, was not cured within seven
(7) days of written notice by the Company with respect thereto; (ii) any willful misconduct, willful failure to perform any of the Executive’s
duties hereunder, any violation of the Company’s policies or procedures, as may be in effect from time to time, and any other breach
of this Employment Agreement, which, if capable of cure, was not cured within seven (7) days of written notice by the Company with respect
thereto; (iii) the Executive deliberately or recklessly causing harm to the Company’s business, affairs or reputation, which, if
capable of cure, was not cured within seven (7) days of written notice by the Company with respect thereto; (iv) admission, indictment
or conviction of, or entry of any plea of guilty or nolo contendere by, the Executive for any felony or other criminal act involving
moral turpitude; (v) the Executive’s involvement in sexual harassment in connection with his/her employment; or (vi) any other
circumstances constituting basis for termination without prior written notice and/or severance payment under applicable law.


 


3.4. Unless
determined otherwise by the Company, upon the summons of the Executive to a hearing procedure and until the final decision regarding
the matter, the Executive shall stay on paid leave, on account of the Company and with no deduction from the Executive's accrued vacation
days.


 


		4.	Executive
                                            Representations and Undertakings



 


4.1. As
a condition for this Employment Agreement becoming effective, the Executive shall, simultaneously herewith, execute the Non-Disclosure,
Unfair Competition and Ownership of Intellectual Property Undertaking, attached hereto as Exhibit B.


 


4.2. All
representations provided by the Executive to the Company (directly or through any recruitment source) are complete and accurate and the
Executive reveled to the Company all relevant information required in order to reach a decision regarding entering into this Employment
Agreement. The Executive does not suffer from any physical or mental health issues which prevent or have an unreasonable influence, on
the Executive’s ability to fulfill the Position and undertakings under this Employment Agreement.


 


4.3. The
Executive has the ability, qualifications and knowledge required to perform the Position. The Executive shall devote all necessary time,
attention, skill and effort to the performance of the Executive’s duties and obligations to the Company and shall perform the Executive’s
duties and obligations diligently and promptly for the benefit of the Company.


 


4.4. As
long as the Executive is employed by the Company, the Executive shall not, without the prior written consent of the Company, directly
or indirectly, be associated, work or engage in any other paid or unpaid occupations, activities, businesses, organization, or pursuits,
except for (subject to any legal requirement or Company policy): (i) holdings of securities of any company, the shares of which are publicly
traded on an internationally recognized stock exchange, so long as the Executive has no active role in such public company as a director,
officer, employee, consultant (including as an independent consultant) or otherwise.


 


4.5. The
Executive is not subject to any other undertakings or agreements requiring the consent of any person or entity to, or restricting or
preventing the Executive from, entering into this Employment Agreement and fulfilling the Executive’s obligations hereunder. The
execution and delivery of this Employment Agreement and the fulfillment by the Executive of the terms hereof will not constitute a breach
of: (i) rights of the Executive’s former employer(s) (or their related entities), or any of the Executive’s obligations towards
them; or (ii) any agreement or other document to which the Executive is a party or is otherwise bound.


 


4.6. The
Executive shall at all times comply with the Company’s policies, procedures and instructions, as in effect from time to time, and
shall adhere to any applicable law or provision pertaining to the Executive’s employment.


 





	Company: ___________________	Executive: ________________


 






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4.7. The
Executive shall immediately inform the Company of any affairs and/or matters in which the Executive (or the Executive’s immediate
family) has or may have, a personal interest, or which may give rise to a conflict of interest with the Executive’s Position and/or
employment with Company and/or the interests of the Company.


 


4.8. The
Executive shall not receive any benefit from any third party, directly or indirectly in connection with the Executive’s employment.
In the event the Executive breaches this undertaking, without derogating from any of the Company’s rights, such benefit or its
value shall become the sole property of the Company and the Executive hereby authorizes the Company to deduct the value of such benefit
from any payment to which the Executive may be entitled. This section does not apply to gifts or benefits with insignificant value.


 


4.9. The
Executive waives any right for lien on the Company’s assets, including the Computers (as defined below), documents, car and any
other asset made available to the Executive. The Executive shall return to the Company all of the Company’s equipment in his/her
possession (including car, mobile phone and computer) within 7 days following the Company’s demand or prior to any unpaid leave
(if requested) and no later than the day of termination of the employer-employee relationship.


 


4.10. The
Executive shall keep the content of this Employment Agreement confidential and undertakes not to disclose the content of this Employment
Agreement to any third party connected to the Company, including any of the Company's employees.


 


		5.	Company
                                            Computers; Mobile Phone; Privacy



 


5.1. For
the performance of the Executive’s duties, the Company may allow the Executive to use the Company’s computer equipment and
systems, including any desktop computer, laptop, software, hardware, Internet server and professional e-mail account (the “Computers”).
The Executive acknowledges and agrees that the Company may allow others to use the Computers.


 


5.2. Subject
to the Company’s policies as may be in effect from time to time, the Executive: (i) shall not store personal files on the Computers
(except on folders clearly labeled by the Executive as “Personal”); and (ii) the Executive may not store the Company’s
files on personal or external storage space.


 


5.3. The
e-mail account assigned to the Executive is strictly a professional one and shall be strictly used for professional matters. For personal
matters the Executive may use external email services (such as Gmail).


 


5.4. The
Executive acknowledges and agrees that in order to maintain the security of the Computers and to protect the Company’s legitimate
interests, the Company shall have the right to monitor, inspect and review the Executive's activity on the Computers, including usage
habits and content transmission, and to collect, copy, transfer and review content stored on the Computers, including, emails, electronic
communications, documents and other files, all findings of which shall be admissible as evidence in any legal proceedings. In light of
the Executive’s understanding of the above, the Executive shall have no right to privacy in any content of the Computers, except
with respect to folders which contain private information and which are clearly labeled by the Executive as “Personal”.


 


5.5. Sections
5.2-5.4 above shall apply also with respect to mobile phone provided to the Executive by the Company (if provided) and the Executive's
personal mobile phone when used for the purpose of fulfilling the Executive's work, with respect to unique professional apps, professional
WhatsApp groups or other professional media or massaging groups and the Executive's professional e-mail account.


 


5.6. The
Executive acknowledges and agrees that during the course of the Executive’s employment by the Company, the Company shall collect,
receive and make use of certain personal information related to the Executive (such as Executive’s contact details, family status,
salary, bank account-related information, etc.) (the "Information"). Collecting, receiving, using and processing the
Information shall be at the minimum extent required to manage the Company's employees or to meet the Company's legal obligations. The
Company shall be entitled to transfer the Information to third parties, including those located abroad, for the aforesaid purposes or
in the course of a potential transaction (such as acquisition, merger or sale of asset).


 





	Company: ___________________	Executive: ________________


 






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		6.	General



 


6.1. Nothing
herein shall derogate from any right the Executive may have, in accordance with any law, expansion order, collective bargaining agreement,
employment agreement or any other agreement with respect to the terms of the Executive’s employment.


 


6.2. This
Employment Agreement constitutes the entire understanding and agreement between the parties hereto, and supersedes any and all prior
agreements, proposals, understandings, correspondences, discussions and arrangements, if any, whether oral or written, with regard to
the Executive’s employment and the subject matter hereof. This Employment Agreement may be amended, supplemented or modified only
by a written instrument duly signed by each party hereto.


 


6.3. The
Company shall be entitled to set-off any amount the Executive owes to the Company from any amount owed to the Executive by the Company.


 


6.4. Notices
in connection with this Employment Agreement must be sent in writing via email, registered mail or personal delivery to the respective
party at such party's known address or the address set forth in this Employment Agreement. Such notice shall be deemed given: (i) if
given by email - one (1) business day so long as a computerized automatic “received” approval (delivery receipt) was sent
by the email server; (ii) if given by registered mail - four (4) business days; or (iii) if hand delivered - upon delivery.


 


Signature
pages follow


 





	Company: ___________________	Executive: ________________


 




    - 6 -


     


    




 


IN
WITNESS WHEREOF, the parties have signed this Employment Agreement, as of the date first mentioned above:


 


	

    The
    Executive acknowledges that he: (1) has read and fully understood all the provisions of this Employment Agreement and its exhibits;
    (2) was given a reasonable opportunity to consult with third parties, including attorneys; (3) is signing this Employment Agreement
    of his own free will and with his full consent.



 


	EXECUTIVE:	 	COMPANY:
	 	 	 
	/s/
    Haim Ratzabi	 	/s/
    Jeffs’ Brands Ltd.
	 	 	By:	 
	 	 	Title:
    	 


 





	Company: ___________________	Executive: ________________


 




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Exhibit
A


 


General
Approval 


 


Regarding
Employers’ Contributions to Pension Fund and Insurance Fund in lieu of Severance Pay


 


Under
the Severance Pay Law, 5723-1963


 


By
virtue of my power under Section 14 of the Severance Pay Law, 5723-19631 (the “Law”), I hereby confirm, that contributions
made by an employer for his employee, commencing as of the date of publication of this approval, to a comprehensive pension in a provident
fund for annuity that is not an insurance fund within the meaning of such term in the Income Tax Regulations (Rules for the Approval
and Management of Provident Funds), 5724-19642 (a “Pension Fund”) or to a managers’ insurance that includes the possibility
of an annuity or a combination of payments to an annuity plan and to a non-annuity plan within such insurance fund (an “Insurance
Fund”), including combined contributions made by the employer to a Pension Fund and to an Insurance Fund, whether or not the Insurance
Fund includes an annuity plan (the “Employer's Contributions”), shall be payable in lieu of severance pay due to such employee
in respect of the salary from which such contributions were made and the period they were made for (the “Exempt Salary”);
provided, however, that all of the following conditions have been fulfilled:


 


		(1)	The
                                            Employer's Contributions -



 


(a) To
the Pension Fund, are at a rate of no less than 14 1/3% of the Exempt Salary, or 12% of the Exempt Salary, if in addition thereto, the
employer makes supplementary severance pay contributions for his employee to a provident fund for severance pay or to an Insurance Fund
in the employee's name, at a rate of 2 1/3% of the Exempt Salary. In the event that the employer has not contributed such 2 1/3% in addition
to said 12%, his contributions shall only replace 72% of the employee's severance pay;


 


(b) To
the Insurance Fund are at a rate of no less than one of the following:


 


(1) 13
1/3% of the Exempt Salary, if in addition thereto, the employer makes contributions for his employee for securing monthly income in the
event of disability to a plan approved by the Commissioner of the Capital Market, Insurance and Savings at the Ministry of Finance, at
the rate required to secure at least 75% of the Exempt Salary or a rate of 2 1/2% of the Exempt Salary, whichever is lower (“Disability
Insurance Contributions”); or


 


(2) 11%
of the Exempt Salary, if the employer also made Disability Insurance Contributions, and in such case the Employer's Contributions shall
only replace 72% of the Employee's severance pay; In the event that the employer has made, in addition to the foregoing, supplementary
severance pay contributions to a provident fund for severance pay or to an Insurance Fund in the employee's name at a rate of 2 1/3%
of the Exempt Salary, the Employer's Contributions shall replace 100% of the employee's severance pay.


 


(2) By
no later than three months of the commencement date of the Employer's Contributions, a written agreement is executed between the employer
and the employee that includes:


 


(a) The
employee’s consent to the arrangement pursuant to this approval in a form specifying the Employer's Contributions, and the Pension
Fund and Insurance Fund, as applicable; such agreement shall also include the form of this approval;


 


(b)
 The employer’s advance waiver of any right he may have to a refund of monies from his
contributions, unless the employee’s right to severance pay has been revoked by virtue of Sections 16 or 17 of the Law, and to
the extent so revoked, or the employee has withdrawn monies from the Pension Fund or Insurance Fund other than by reason of an Entitling
Event; in such regard "Entitling Event" means death, disability or retirement at or after the age of 60 or more.








 


(3) This
approval shall not derogate from the employee's right to severance pay under any law, collective agreement, expansion order or employment
contract, in respect of salary over and above the Exempt Salary.





 


	 	Eliyahu Yishai
	 	 
	 	Minister of Labor and Social Affairs


 





	Company: ___________________	Executive: ________________


 






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Exhibit
B


 


Non-Disclosure,
Unfair Competition and Ownership of Intellectual Property Undertaking


 


THIS
UNDERTAKING (“Undertaking”) is entered into as of the date of the Employment Agreement to which this Exhibit is
attached between the Executive and the Company (as defined therein).


 


Whereas,
the Executive wishes to be employed by the Company; and whereas, it is critical for the Company to preserve and protect its Confidential
Information (as defined below) and its rights in Intellectual Property (as defined below) and in all rights related therewith, the Executive
is entering into this Undertaking as a condition to Executive’s employment with the Company and undertakes to comply with this
Undertaking in accordance with its terms.


 


References
herein to the term the “Company” (except for the purposes of Section 3.3 below) shall include any of the Company’s
direct or indirect parent, subsidiary and affiliated companies, and their respective successors and assignees.


 


		1.	Confidential
                                            Information



 


1.1. For
the purpose of this Undertaking, “Confidential Information” shall include, all information (whether or not marked
or designated as confidential), related to the Company, including all information concerning trade secrets, know-how, technology, products
(including products under development), research and development, trials, formulae, processes, intellectual property, business, assets,
financial condition, agreements and engagements, obligations, activities, marketing and promotion, plans (including business and financial),
strategies, policies, forecasts, customers, suppliers, business partners, information related to third parties with whom the Company
has undertaken to hold information of such party in confidence and any other information related to the Company’s employees, consultants,
officers, directors, and shareholders. Confidential Information includes information in any form whatsoever, including written, oral
or magnetic or electronic media.


 


1.2. During
the term of the Executive’s employment and at any time after termination or expiration thereof, indefinitely, the Executive shall
keep in strict confidence, shall safeguard, and shall not disclose to any third party, nor use for the benefit of any party other than
the Company and according to the Company’s instructions, Confidential Information. The Executive acknowledges that the Executive’s
employment by the Company and the access to Confidential Information creates a relationship of confidence and trust with respect to such
Confidential Information.


 


1.3. The
Executive declares that he is aware that the Confidential Information is the sole and exclusive property of the Company (or of a third
party to whom the Company has undertaken to hold information of such party in confidence). Without derogating of the foregoing, the Executive
agrees that all information made, collected, processed, received, held or used by the Executive in connection with the Executive’s
employment by the Company (“Materials”), shall be the Company’s sole and exclusive property and shall be deemed
to be Confidential Information. The Materials and anything related to them shall be returned by the Executive to the Company upon termination
of the Executive’s employment, or immediately at any earlier time at the request of the Company, without the Executive retaining
any copies thereof and without the Executive having any lien on any such Materials. The Executive shall not remove from the Company’s
offices or premises any Materials unless and to the extent necessary in connection with the Executive’s duties and responsibilities
and permitted pursuant to the Company’s policies. In the event that any such Materials are removed from the Company’s offices
or premises, Executive shall take all actions necessary in order to secure the confidentiality of such Materials and shall return the
Materials to their proper files or location as promptly after such use.


 


1.4. As
part of the Executive’s employment, the Executive will not use or disclose any Confidential Information and/or trade secrets, belonging
to any third parties including former employers to whom the Executive has an obligation of confidentiality and/or non-use (including
any academic institution or any entity related thereto).


 





	Company: ___________________	Executive: ________________


 






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		2.	Unfair
                                            Competition and Non-Solicitation



 


2.1. The
Executive undertakes that during the term of employment and for a period of twelve (12) months following termination of the Executive’s
employment with the Company for whatever reason, the Executive shall not engage, establish, open or in any manner whatsoever become involved
(directly or indirectly, either as an employee or otherwise), in any business, occupation, work or any other activity anywhere in the
world, which may compete with the Company’s business as conducted during the term of employment or as planned to be conducted (the
“Company’s Business”), existing or planed, in whole or in part, or reasonably likely to require the use of any
of the Confidential Information. The Executive hereby confirms that all engagement, establishment, opening or involvement, in any business,
occupation, work or any other activity which may compete with the Company’s Business, is likely to require the use of all or a
portion of the Confidential Information.


 


2.2. The
Executive acknowledges that in light of the Executive’s position with the Company and in view of the Executive’s exposure
to Confidential Information the provision of this Section 2 are reasonable and necessary to legitimately protect the Confidential Information,
that is considered a major asset of the Company, and are being undertaken by the Executive as a condition to the employment of the Executive
by the Company. The Executive confirms that the Executive has carefully reviewed the provisions of this Section 2, fully understands
the consequences thereof and agrees to what is stated therein, and has assessed the respective advantages and disadvantages thereto of
entering into this Undertaking and, that he is financially capable of undertaking such restrictions.


 


2.3. The
Executive hereby declares that he is aware that the Salary (as detailed in the Employment Agreement to which this Undertaking is attached)
contains additional consideration in exchange for the Executive fully undertaking this non-compete provision.


 


2.4. The
Executive undertakes that during the term of employment with the Company and for a period of twelve (12) months thereafter the Executive
shall not solicit any employee of the Company to terminate or reduce the scope of such employee’s employment with the Company and
shall not hire such employee at any third party. In addition, the Executive shall not, directly or indirectly, solicit or induce, or
attempt to solicit or induce, any consultant, service provider, agent, distributor, customer or supplier of the Company to terminate,
reduce or modify the scope of such person’s engagement with the Company. All of the above shall apply both directly and indirectly.


 


		3.	Ownership
                                            of Intellectual Property



 


3.1. The
Executive will deliver to the Company, in writing, all Business Intellectual Property, as defined below, immediately upon its discovery,
acceptance, creation or invention, as the case may be.


 


3.2. For
the purpose of this Undertaking, the term “Intellectual Property” shall include all kinds of intellectual property,
service inventions, discoveries, developments, improvements, formulae, processes, algorithm, codes (either in a binary or in a source
configuration), research, know-how, technology, ideas, trade secrets, Digital and Social Media Assets (and all whether or not patentable
or registerable under copyright or any similar laws), and the term “Business Intellectual Property” shall include
all Intellectual Property which is or was created, invented, performed, developed or raised as an idea or implemented or learned by the
Executive, either personally or together with others, that in each case, is one of the following: (i) related, directly or indirectly
to any field of business, activity, technology or operation in which the Company engages or intends to engage, from time to time, or
any product or service that the Company provides or intends to provide from time to time; (ii) was created, invented or developed during
the work hours of the Company or using any facilities, equipment or material (including Material) of the Company, or (iii) is based upon
or in any way use, implement or exploit any Intellectual Property or Confidential Information of the Company or that was made available
to the Company by a third party. For the purpose of this Undertaking the term “Digital and Social Media Assets” means
pages, accounts, databases or profiles in all media, platform or service (including any social network, internet website and/or application)
created per the Company’s request or within the scope of the Executive’s employment with the Company, whether explicit or
not, contact information or login, and any other information necessary or useful to provide full access to pages, accounts, databases
and profiles as stated, correspondence on any digital platform, followers, user networks, connections, information or statistics on followers
and users, content, publications and any other information, rights and data required to manage and operate any of the foregoing assets.


 





	Company: ___________________	Executive: ________________


 






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3.3. The
Executive agrees that all the Business Intellectual Property is, upon invention, development, formulation as an idea, implementation
or creation, the sole property of the Company and its assignees, and the Company and its assignees shall be the sole owner of all title,
right and interest in and to any patents, copyrights, trade secrets and all other rights of any kind or nature, including moral rights,
in connection with such Business Intellectual Property. The Executive hereby irrevocably and unconditionally assigns to the Company all
the following rights with respect to any and all Business Intellectual Property: (i) all title, rights and interest in and to any 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 and all other
title, right or interest; 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. Executive also hereby forever waives and agrees never to
assert any and all Moral Rights Executive may have in or with respect to any Intellectual Property, even after termination of employment
on behalf of the Company and agrees never to sue with respect to such Moral Rights. “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.


 


3.4. The
Executive has indicated below (if any), a list describing all Intellectual Property made or conceived by or belonging to the Executive,
whether made solely by the Executive or jointly with others, that: (i) was developed by the Executive prior to the Executive’s
engagement with the Company (collectively, “Prior Intellectual Property Rights”), (ii) relates to the Company’s
actual or proposed business, products or research and development, and (iii) is not assigned to the Company hereunder. If the list below
is incomplete or if no such list is indicated, the Executive represents that there are no such Prior Intellectual Property Rights. With
respect to any invention not specifically indicated by the Executive in the list under this Section 3.4, the Executive acknowledges and
undertakes that he shall not raise any claim with respect to Prior Intellectual Property Rights. In addition, (a) if the Executive includes
Prior Intellectual Property Rights in the Business Intellectual Property and/or in any other product that will be provided to the Company
by the Executive according to this Undertaking or the Executive’s employment agreement, and/or (b) if Prior Intellectual Property
Rights are required in order to use and utilize Business Intellectual Property and/or any other product that will be provided to the
Company by the Executive according to this Undertaking or the Executive’s employment agreement, in each case, the Executive undertakes
to notify the Company in advance and in writing and the Executive hereby grants the Company, an irrevocable license, unlimited in time
and place license, transferable and assignable and sub-license, to use and utilize in any manner and for any purpose all the Prior Intellectual
Property Rights, without any payment or additional consideration.


 


3.5. The
Executive undertakes to perform, during his/her employment period, and for an unlimited period, thereafter, all acts that the Company
shall reasonably request or demand, and to assist the Company in any manner asked for, at the Company’s expense, without any additional
compensation, in obtaining, maintaining, defending and enforcing the rights in the Business Intellectual Property 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 Executive
hereby irrevocably designates and appoints the Company or its duly authorized officers and agents, as the Executive’s agents and
attorneys-in-fact to act for and on the Executive’s behalf and instead of the Executive, to execute and file any documents and
to do all other lawfully permitted acts to further the above purposes in any and all countries.


 


3.6. Without
derogating from the generality of this Undertaking, the Executive undertakes not make any use of the Company’s name, and shall
not register, open or maintain in or related to the Company’s name, any Digital and Social Media Asset, unless approved in advance
and upon request of the Company. Upon termination of the Executive’s employment (or, earlier, upon the Company's first request),
the Executive shall transfer to the Company, or upon the Company’s request, close, delete or otherwise discontinue the operation
of, all Digital and Social Media Assets. The Executive shall disclose to the end users of any Digital and Social Media Asset (including
users and followers) the Company’s sole ownership of such Digital and Social Media Asset.


 





	Company: ___________________	Executive: ________________


 






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3.7. The
Executive undertakes not to disclose, not to copy and not to make any use of any data, asset or confidential or personal document (e.g.
protected under privacy laws), or trade secrets, copyrights or any other intellectual property, belonging to any other person or body
(including former employer or any academic institute), and not to bring to the Company’s offices any asset, property rights or
any confidential information of any person or body, unless such asset, right or information is allowed, by a written consent, by the
owner of such asset, right or information and a copy of such consent was provided to the Company in advance.


 


3.8. The
Executive undertakes to ensure, when publishing or using a photograph or part of another creation, that there is permission from the
owner of the photograph or the creation to publish it or use it, and that credit be granted to the photographer or the creator.


 


3.9. To
the extent the Executive shall have right in the Business Intellectual Property that is not transferable to the Company, the Executive
explicitly waives any such right, including Moral Rights, and undertakes that he shall not take any legal action for the purpose of enforcing
any such right, as may be. The Executive acknowledges that he shall not be entitled to any monetary consideration or otherwise beyond
the consideration explicitly set forth in the Employment Agreement to which this Undertaking is attached or beyond any special agreement
or arrangement with respect to the matters set forth herein, memorialized in writing, and duly signed by the Company. Without derogating
from the generality of the foregoing, the Executive hereby irrevocably confirms that the consideration explicitly set forth in the Employment
Agreement to which this Undertaking attached, is in lieu of any rights Executive may be entitled to under applicable law for compensation
that may arise in connection with Business Intellectual Property rights. The Executive hereby irrevocably waives any right to claim royalties
or other consideration with respect to Business Intellectual Property rights. In addition, the Executive explicitly waives any right
he may have to royalties with respect to service inventions, including under Section 134 of the Israeli Patent Law. With respect to the
aforesaid, any written or oral understanding, communication or agreement with respect to the matters set forth herein, not memorialized
in writing and duly signed by the Company, shall be void. The Executive’s obligations pursuant to this Section 3.9 shall remain
in effect even after termination of the engagement between the Executive and the Company, for any reason, and without any time limit.


 


		4.	General



 


4.1. The
Executive represents that by performing of all the terms of this Undertaking and Executive’s duties as an employee of the Company,
the Executive shall not be in breach of any right of a former employer (including any academic institution or any entity related thereto)
or undertaking with respect to intellectual property assignment, proprietary information, non-compete, confidentiality or similar undertakings.
The Executive acknowledges that the Company relies on this representation in its decision to employ the Executive in the Company.


 


4.2. The
Executive agrees that the provisions of this Undertaking which serve as an integral part of the terms of the Executive’s employment,
are reasonable and required in order to protect the Company’s legitimate interests with respect to the subject matter hereof.


 


4.3. The
Executive acknowledges that in the event of a breach of any provision of this Undertaking, the Company may suffer irreparable damages
and therefore, will be entitled to injunctive relief to enforce this Undertaking (without derogating from other remedies to which the
Company shall be entitled in this case according to any law).


 


4.4. If
any provision of this Undertaking is determined by any court of competent jurisdiction to be invalid or unenforceable in any respect,
such provision will be enforced to the maximum extent possible given the intent of the parties hereto. If such provision cannot be so
enforced, such provision shall be deemed to have been amended so that the parts which have been determined as invalid or unenforceable,
shall be stricken from this Undertaking only with respect to such jurisdiction in which such provision cannot be enforced. 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 as shall be from time to time.


 





	Company: ___________________	Executive: ________________


 






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4.5. 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 Executive, for whatever reason. This Undertaking shall not, in any manner, derogate from any
of the Executive’s obligations and liabilities under any applicable law.


 


4.6. The
Executive hereby consents that, following the termination or expiration of the employment relationship hereunder, the Company may notify
the Executive’s new employer about the Executive’s rights and obligations under this Undertaking.


 


4.7. This
Undertaking constitutes the entire agreement between the Executive and the Company with respect to the subject matter hereof. Any addition,
amendment or waiver of any obligation under this Undertaking shall be enforceable only if set forth in a writing and signed also by the
Company. A waiver by the Company of the Executive’s undertaking shall constitute one-time waiver and shall not constitute precedent
nor create any presumption regarding any similar, different or other case.


 


4.8. This
Undertaking and the rights and obligations thereunder, will be binding upon and inure to the benefit of the parties’ respective
successors and assignees. The Company may assign all or part of its rights under this Undertaking. The Executive may not assign or otherwise
transfer its obligations under this Undertaking, except with the prior written consent of the Company.


 


List
under Section 3.4 of this Undertaking (if any): _______________________________


 





	Company: ___________________	Executive: ________________


 




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Exhibit
C


 


Options


 


Subject
to the approval of the Company’s board of directors (and/or any committee thereof) (the “Board”), at the Board’s
sole discretion, the Executive shall be granted options to purchase 1% of the outstanding Ordinary Shares of the Company immediately
prior to the Company planned IPO in Nasdaq , par value NIS 1.00 of the Company at (the “Options”), subject to any
dilution, and under the following terms and conditions. Each Option shall be exercised at an exercise price equal to the planned IPO
share price and in accordance with the Company’s share incentive plan, as shall be determined by the Board.


 


The
Company will recommend to the Board that, subject to the Plan (as defined below), the Options shall vest and become exercisable as follows:
25% of the shares covered by the Options, shall vest and become exercisable on the first anniversary of the vesting commencement date
determined by the Board, and 6.25% of the shares covered by the Options shall vest and become exercisable at the end of each subsequent
three-month period thereafter, over the course of the subsequent 4 years; provided that the Executive remains continuously employed
by the Company on each such vesting date, in compliance with this Employment Agreement.


 


Except
as explicitly stated herein, the Options shall be granted under and be subject to the Company’s 2013 Share Option and Incentive
Plan (as amended from time to time, the “Plan”). The grant of Options is further subject to execution by the Executive
of an award agreement and such other documents, in forms determined by the Company from time to time, at its discretion (which award
agreement shall include, inter alia, the vesting schedule, exercise price, a proxy and power of attorney).


 


The
Executive shall take all actions and shall sign all documents required, at the discretion of the Company, in connection with the grant
of Options and exercise and the sale of shares covered by the Options. Any tax and other compulsory payments in connection with the Options
or the shares covered by the Options (including, the grant, vesting and exercise of the Options or the sale, substitution or exchange
of shares issuable upon their exercise) shall be borne and paid solely by the Executive, and the Executive hereby agrees to indemnify
the Company and its successors and assignees, and agrees to hold each harmless, upon first demand, with respect to any liability, loss
and expense (including legal fees) suffered or incurred by any of them in connection therewith. Nothing herein is intended to constitute
a grant to the Executive of Options, nor any other rights with respect to the share capital of the Company, and the only obligation of
the Company hereunder is to recommend to the Board to grant the Options to the Executive as set forth herein.


 





	Company: ___________________	Executive: ________________





 


 


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