PERSONAL
EMPLOYMENT AGREEMENT


 


THIS
AGREEMENT (“Agreement”) is made and entered into this 5th day of September, by and between HTS
Image Ltd., of business address at_____________________, Israel, Quest Solution, Inc. a Delaware company (together the “Company”)
and Neev Nissenson (“Executive”).


 


WHEREAS
Company wishes to employ Executive in the Position (as defined hereunder) as of the Commencement Date of Employment and throughout
the Term (as such terms are defined hereunder), and Executive agrees to be so employed by Company; and


 


WHEREAS
the parties wish to regulate their relationship in accordance with the terms and conditions set forth in this Agreement;


 


NOW,
THEREFORE, in consideration of the mutual premises, covenants and undertakings contained herein, the parties hereto have hereby
agreed as follows:


 


	1.	Representations
    and Warranties. Executive represents and warrants to Company that he is free to be employed by Company pursuant to
    the terms contained in this Agreement and there are no contracts and/or impediments and/or restrictive covenants preventing
    full performance of the Executive’s duties and obligations hereunder.
	 	 
	2.	Term.
    Executive’s employment with the Company shall commence as of October 10, 2019 (the “Commencement Date
    of Employment”) and shall continue until terminated in accordance with the provisions of Section 10 hereof (the
    “Term”).
	 	 
	3.	Position


 


	 	3.1.	Executive
    shall be employed by Company in the position of a Chief Financial Officer (the “Position”), at a
    full-time scope of employment
	 	 	 
	 	3.2.	Regular
    work day in the Company shall be of 9 hours per day and Executive’s weekly rest day is Friday & Saturday.
	 	 	 
	 	3.3.	Executive will be reporting to the CEO, Shai
    Lustgarten. As a full-time employee, the Company requires that you devote your full business time, attention, skills and efforts
    to the duties and responsibilities of your position. During Executive’s employment with the Company, Executive’s
    authority and responsibilities may be stipulated from time to time, by the company’s CEO.


 


	4.	Executive’s
    Duties. Executive affirms and undertakes throughout the Term: (a) to devote his working time, know-how, energy, expertise,
    talent, experience and best efforts, as shall be required, to the business and affairs of Company and to the performance of
    his duties with Company; (b) to perform and discharge well and faithfully, with devotion, honesty and fidelity, his obligations
    pursuant to his Position; (c) to comply with all of Company’s disciplinary regulations, work rules, policies, procedures
    and objectives, as may be determined by Company from time to time; (d) not to receive, at any time, whether during the Term
    and/or at any time thereafter, directly or indirectly, any payment, benefit and/or other consideration, from any third party
    in connection with his employment with Company; (e) to immediately and without delay inform the Company’s board of directors
    of any affairs and/or matters that might constitute a conflict of interest with Executive’s Position and/or employment
    with Company; (f) not to use any trade secrets or proprietary information in such a manner that may breach any confidentiality
    and/or other obligation Executive may have undertaken relating to any former employer(s) and/or any third party; and (g) to
    maintain the terms and conditions of this Agreement in strict confidence.
	 	 
	5.	Compensation


 


	 	5.1.	Company
    shall pay Executive a monthly gross salary in the amount of NIS 35,200 (the “Base Salary”) as of the Effective
    Date. The Base Salary shall be adjusted according to the governmental directives published from time to time and binding on
    the Company (Tzavei Harchava) with respect to cost-of-living increases (Tosefet Yoker).
	 	 	 
	 	5.2.	In
    addition, the Company shall pay the Executive a monthly amount of NIS 8,800 as global compensation for overtime and extra
    hours (Shaot Nosafot) as such term is defined in the Work and Rest Hours Law (the “Global Overtime Compensation”).
    The Base Salary together with the Global Overtime Compensation shall be referred to herein as the “Salary”
	 	 	 
	 	5.3.	The
    Salary shall be payable in accordance with the Company’s customary payroll procedures, but not later than on the tenth
    (10h) day of the consecutive calendar month following the calendar month of employment to which the payment
    relates.


 




    	 	 	 



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	 	5.4.	The
    Salary shall serve as the basis for calculation of the deductions and contributions to managers’ insurance policy pursuant
    to section 6.1 hereunder and to the Advanced Study Fund pursuant to Section 6.2 hereunder, and for the calculation of all
    social benefits. Israeli income tax and other applicable withholdings with respect to the Salary shall be deducted from the
    Salary by the Company at source.


 


	6.	Bonus


 


	 	6.1.	Executive
    Bonus Plan. Executive shall be eligible to participate in the Company’s (Quest Solution) Executive Bonus Plan, as
    it may exist from time to time, which will include both cash and stock components and be based on measurable objectives established
    by the Quest Solution’s Board of Directors for achievement in free cash flow, EBITDA, cost reduction, and/or any other
    factors the Board of Directors selects in its sole discretion.
	 	 	 
	 	6.2.	Nasdaq/NYSE
    up listing bonus. In addition to the above, should the Company’s stock begin trading in the NASDAQ/NYSE
    mkt Stock Exchanges during the term of this agreement, the Executive will be entitled to a $ 5,000 onetime bonus
    payment which shall be paid on the 1st day that the QUEST shares become traded in the NASDAQ/NYSE mkt.
	 	 	 
	 	6.3.	Early
    filing of annual 10K report. In addition to the above, should the Company file it annual report 10K earlier than one
    month     before the filing deadline executive shall be entitled to a bonus of $8,000
	 	 	 
	 	6.4.	Timely
    filing of annual 10K report. In addition to the above, should the Company file it annual report 10K later than one month
    before the filing deadline but nonetheless before the deadline the executive shall be entitled to a bonus of $5,000
	 	 	 
	 	6.5.	Early
    filing of quarterly 10Q report. In addition to the above, should the Company file it quarterly report 10Q earlier than
    two weeks before the filing deadline executive shall be entitled to a bonus of $5,000
	 	 	 
	 	6.6.	Timely
    filing of quarterly 10Q report. In addition to the above, should the Company file it annual report 10K later than two
    weeks before the filing deadline but nonetheless before the deadline the executive shall be entitled to a bonus of
    $3,000
	 	 	 
	 	6.7.	Cost
    reduction bonus In addition to the aforementioned, should the Company’s costs go down during the term, the executive
    shall be entitled to a bonus stipulated by the board if at all.
	 	 	 
	 	6.8.	Excess
    sales bonus. In addition to the aforementioned, in the event that Company’s gross revenue exceeds $66,000,000
    in a calendar year during the term of this agreement, the Executive shall be entitled to a bonus stipulated by the board if
    at all.
	 	 	 
	 	6.9.	M&A
    transaction bonus In addition to the aforementioned, M&A bonus: should an M&A transaction occur during
    the term, the executive shall be entitled to a bonus stipulated by the board if at all.
	 	 	 
	 	6.10.	Raising
    of equity funds bonus. In addition to the aforementioned, in the event that the Company closes on an equity capital raise
    transaction or transactions the executive shall be entitled to a bonus stipulated by the board if at all.


 


	7.	Stock
    Grants or Options, (a), Executive shall be eligible to receive additional performance-based stock options or grants in the
    Company, which will be determined during the duration of Executive’s employment with the Company (the “Employment
    Period ) and offered both at times and in amounts subject to the Board of Directors’ sole discretion. All such
    stock options or grants shall be subject to a vesting schedule determined by the Board of Directors.


 


	 	7.1.	(b)Within
thirty days of this Agreement, Quest Solution, Inc. shall grant Executive options to purchase 700,000 shares of the Common Stock
(the “Signing Options”) of Quest Solutions, Inc. The Signing Options shall be priced at the closing price on the date
as of the signing of this Agreement and shall vest immediately in equal quarterly installments over 8 quarters. These options
shall expire on September 30, 2023.


 






    	 	 	 



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	8.	Social
    and Fringe Benefits


 


	 	8.1.	Managers’
    Insurance Pension Arrangements and social benefits commensurate with customary executive roles in Israel’s high
    tech industry.


 


The
Company shall insure the Executive under an accepted ‘Managers Insurance’ plan (the “Managers Insurance Policy”)
or Pension Fund (the “Pension Fund”), at Executive’s choice, as follows:


 


	 	8.1.1.	Pension
    Fund. With respect to such part of the Salary for which allowances will be made into a Pension Fund, the contribution
    to the Pension Fund shall be calculated, based on such applicable share of the Salary, as follows: 8.33%, towards severance
    pay and 6.5% towards compensatory payment. Executive shall contribute, and for that purpose he hereby irrevocably authorizes
    and instructs Company to deduct from the Base Salary at source, an aggregate monthly amount equal to 6% of the Salary as Executive’s
    premium in respect of the compensatory payments component.
	 	 	 
	 	8.1.2.	Managers’
    Insurance. With respect to such part of the Salary for which allowances will be made into a Managers’ Insurance
    policy, the Company’s contribution to Managers’ Insurance shall be calculated, based on such applicable share
    of the Salary, as follows: (i) 8.33% towards severance pay; and (ii) 6.5% towards compensatory payments. It is hereby clarified,
    that Company’s allowances towards compensatory payments includes payments by company towards a disability insurance,
    in a rate which shall provide for a disability allowance equal to seventy-five percent (75%) of the Executive’s Salary
    during the disability period of Executive, but not more than 2.5%. In any event, (i) in case the Company shall have to increase
    allowances for the disability insurance, so that Company’s allowances towards compensatory payments hereunder shall
    increase beyond 6.5%, the Company shall not be required to make allowances of more than 7.5% of the Salary towards the managers’
    insurance and disability insurance combined; (ii) the Company shall not make allowances less than 5% towards the compensatory
    payments. In addition, Executive shall contribute, and for that purpose he hereby irrevocably authorizes and instructs Company
    to deduct from the Salary at source, an aggregate monthly amount equal to 6% of the Salary as Executive’s premium in
    respect of the compensatory payments component.
	 	 	 
	 	8.1.3.	The
    Executive will bear any and all taxes applicable to the Executive in connection with amounts paid by the Executive and/or
    the Company to the Managers’ Insurance Policy under this Section 6.1.
	 	 	 
	 	8.1.4.	Company
    and Executive, respectively declare and covenant that as evidenced by their respective signatures, they hereby undertake to
    be bound by the general settlement authorized as of 9.6.98 pertaining to Company’s payment to the benefit of pension
    funds and insurance funds, in place of severance payment in pursuance of the Severance Pay Law, 1963, attached hereto as Exhibit
    A.
	 	 	 
	 	8.1.5.	It
    is further agreed that such payment contribution made by Company towards the Manager’s Insurance Policy as above mentioned,
    shall be in place of severance payment due to Executive under any circumstances in which Executive shall be entitled to severance
    payment subject to the applicable law, including but not limited to the Severance Pay Law, 1963.


 


	 	8.2.	Advanced
    Study Fund


 


	 	8.2.1.	In
    addition to the Salary, Company shall contribute an aggregate monthly amount equal to 7.5% of the Salary towards an advanced
    study fund (Keren Hishtalmut) (the “Advanced Study Fund”) acceptable to Company.



 






    	 	 	 



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	 	8.2.2.	Executive
    shall contribute, and for that purpose, Executive hereby irrevocably authorizes and instructs Company to deduct from his Salary
    at source, an aggregate monthly amount equal to 2.5% of the Salary as Executive’s participation in such Advanced Study
    Fund.
	 	 	 
	 	8.2.3.	Executive
    shall bear any and all taxes applicable in connection with amounts payable by Executive and/or Company to the Advanced Study
    Fund pursuant to this Section 6.2.
	 	 	 
	 	8.2.4.	Notwithstanding
    the foregoing, in the event that the Salary shall exceed the recognized ceiling for withholdings that are exempted from taxes
    under the provisions of applicable law in effect from time to time (the “Advanced Study Fund Ceiling”),
    Company shall contribute that amount which is equal to 7.5% of the Advanced Study Fund Ceiling only, and Executive shall contribute
    that amount which is equal to 2.5% of the Advanced Study Fund Ceiling only.
	 	 	 
	 	8.2.5.	For
    the removal of doubt it is hereby clarified, that in the event of termination of Executive’s employment under this Agreement
    for any reason other than a Termination for Cause (as defined hereinafter) Executive shall be entitled to all sums accumulated
    in the Advanced Study Fund. In the event of a Termination for Cause (as defined hereinafter) Executive shall not be entitled
    to any of Company’s contributions to the Advanced Study Fund made during the Term


 


	 	8.3.	Vacation


 


Executive
shall be entitled to annual leave of 28 days. The scheduling of each vacation shall be coordinated with the company CEO.


 


	 	8.4.	Sick
    Leave


 


Executive
shall be entitled to sick leave in accordance with the provisions of the Sickness Pay Law, 1976.


 


	 	8.5.	Recreation
    Pay


 


Executive
shall be entitled to annual recreation pay (Dmey Havra’a) in an amount to be determined in accordance with Israeli regulations
as in effect from time to time with respect to such pay.


 


	 	8.6.	Company
    Car, reimbursement and equipment
	 	 	 
	 	8.7.	The
    Executive shall be entitled to the use of a new family Company car, which shall be leased or rented by the Company for use
    by the Executive in accordance with the Company’s policy. The Company shall pay all expenses in connection with the
    car, and shall reimburse the Executive for all income taxes imposed in connection with his use of the car by way of grossing
    up (“GILUM”)
	 	 	 
	 	8.8.	The
    Executive shall be entitled to receive prompt reimbursement of direct expenses reasonably incurred by him in connection with
    the performance of his duties hereunder provided that written receipts are produced for the same and approved by the Company.
	 	 	 
	 	8.9.	 The
    Company shall furnish the Executive with a mobile phone and a laptop and reimburse the Executive for expenses in connection
    therewith.


 


	9.	Proprietary
    Information and Confidentiality


 


	 	9.1.	Executive
    is aware that in the course of his employment with Company during the Term and/or in connection therewith, Executive may have
    access to, and be entrusted with, technical, proprietary, sales, legal, financial, and other data and information with respect
    to the affairs and business of the Company, its affiliates, customers and suppliers, and including information received by
    Company from any third party subject to obligations of confidentiality towards said third party, all of which data and information,
    whether documentary, written, oral or computer generated, shall be deemed to be, and referred to as “Proprietary
    Information”, which, by way of illustration but not limitation, shall include trade and business secrets, processes,
    patents, Improvements, ideas, inventions (whether reduced to practice or not), techniques, products, and technologies (actual
    or planned), financial statements, marketing plans, strategies, forecasts, customer and/or supplier lists and/or relations,
    research and development activities, formula, data, know-how, designs, discoveries, models, computer hardware and software,
    drawings, dealings and transactions, except for such information which, on the date of disclosure, is, or thereafter becomes,
    available in the public domain or is generally known in the industry through no fault on the part of Executive.



 






    	 	 	 



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	 	9.2.	Executive
    agrees and declares that all Proprietary Information, patents and/or patent applications, copyrights and other intellectual
    property rights in connection therewith, are and shall remain the sole property of Company and its assigns.
	 	 	 
	 	9.3.	During
    the Term and thereafter, Executive shall keep in confidence and trust all Proprietary Information, and any part thereof, and
    will not use or disclose and/or make available, directly or indirectly, to any third party any Proprietary Information without
    the prior written consent of Company, except and to the extent as may be necessary in the ordinary course of performing Executives’
    duties pertaining to the Company and except and to the extent as may be required under any applicable law, regulation, judicial
    decision or determination of any governmental entity.
	 	 	 
	 	9.4.	Without
    derogating from the generality of the foregoing, Executive agrees as follows:


 


	 	9.4.1.	He
    will not copy, transmit, reproduce, summarize, quote, publish and/or make any commercial or other use whatsoever of the Proprietary
    Information, or any part thereof, without the prior written consent of Company, except as may be necessary in the performance
    of his duties pertaining to the Company;
	 	 	 
	 	9.4.2.	He
    shall exercise the highest degree of care in safeguarding the Proprietary Information against loss, theft or other inadvertent
    disclosure and will take all reasonable steps necessary to ensure the maintaining of confidentiality;
	 	 	 
	 	9.4.3.	He
    shall not enter into the data bases of Company for any purpose whatsoever, including, without limitation, review, download,
    insert, change, delete and/or relocate any information, except as may be necessary in the performance of his duties pertaining
    to the Company;
	 	 	 
	 	9.4.4.	Upon
    termination of his employment, and/or as otherwise requested by Company, he shall promptly deliver to Company all Proprietary
    Information and any and all copies thereof, in whatever form, that had been furnished to Executive, prepared thereby and/or
    came to his possession in any manner whatsoever, during and in the course of his employment with Company, and shall not retain
    and/or make copies thereof in whatever form.


 


	 	9.5.	Executive
    acknowledges that any breach by him of his obligations pursuant to this Section 7 would cause substantial damage for which
    the Company shall hold his liable.
	 	 	 
	 	9.6.	The
    provisions of this Section 7 shall apply also to any Proprietary Information disclosed to Executive prior to Commencement
    Date of Employment, and shall survive termination of this Agreement and shall remain in full force and effect at all times
    thereafter.


 


	10.	Non-Competition
    and Non-Solicitation


 


	 	10.1.	Executive
    hereby covenants that throughout the Term and for a period of twelve (12) months following the effective date of termination
    of Executive’s employment howsoever arising thereafter, Executive will not:


 


	 	10.1.1.	Engage,
    directly or indirectly, whether independently or as an Executive, consultant or otherwise, including by way of ownership of
    more than 5% of the issued and outstanding share capital (on a fully diluted and as converted basis) of a corporation, through
    any corporate body and/or with or through others, in any activity, company, corporation, partnership, joint venture and/or
    other entity of any sort, competing directly with the actual and/or planned activities and/or products of the Company and
    its affiliates, as same have existed and shall exist from time to time during the Term and thereafter as shall exist at the
    effective date of termination of his employment with Company.


 


	 	10.1.2.	Whether
    on his own account and/or on behalf of others, in any way offer, solicit, interfere with and/or endeavor to entice away from
    Company and/or any of its affiliates, any person, firm or company with whom Company and/or any of its affiliates shall have
    any contractual and/or commercial relationship as an Executive, consultant, licenser, joint venturer, supplier, customer,
    distributor, agent or contractor of whatsoever nature, existing or under negotiation on or prior to the effective date of
    termination of Executive’s employment with Company.


 


	 	10.2	Executive
    hereby acknowledges that the provisions of this Section 8 derive from his access to Proprietary Information, and are reasonable
    and fair.


 






    	 	 	 



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	11.	Inventions


 


	 	11.1.	Executive
    agrees to promptly and from time to time fully inform and disclose to Company all inventions, designs, improvements and discoveries
    which Executive now has or may hereafter have during the Term which pertain to or relate to the Company and its business,
    as now being conducted and as proposed to be conducted, or to any experimental work performed by Company, whether conceived
    by Executive alone or with others and whether or not conceived during regular working hours. (“Inventions”).
	 	 	 
	 	11.2.	All
    Inventions, and any and all rights, interests and title therein, shall be the exclusive property of Company and Executive
    shall not be entitled, and hereby waives now and/or in the future, any claim to any right, compensation and/or reward in connection
    therewith.
	 	 	 
	 	11.3.	In
    the event that by operation of law, any Invention shall be deemed Executive’s, the Executive hereby assigns and shall
    in the future take all the requisite steps (including by way of illustration only, signing all appropriate documents) to assign
    to Company and/or its designee any and all of his foregoing rights, titles and interests, on a worldwide basis and hereby
    further acknowledges and shall in the future acknowledge Company’s full and exclusive ownership in all such Inventions.
    To the extent necessary, Executive shall, during the Term or at any time thereafter, execute all documents and take all steps
    necessary to effectuate the assignment to Company and/or its designee and/or to assist Company to obtain the exclusive and
    absolute rights, title and interests in and to all Inventions, whether by the registration of patent, trade mark, trade secret
    and/or any other applicable legal protection, and to protect same against infringement by any third party. This provision
    shall apply with equal force and effect to all items that may be subject to copyright or trademark protection.
	 	 	 
	 	11.4.	The
    provisions of this Section 9 shall survive termination of this Agreement and shall be and remain in full force and effect
    at all times thereafter.
	 	 	 
	 	11.5.	Without
    derogating from anything hereinabove, the Company shall be the sole and exclusive owner of any and all materials, including,
    without limitation, any and all original works of authorship, and all materials, texts, reports, data, and other recorded
    information, in preliminary or final form, prepared by Consultant as part of the Services (the “Work Product”),
    including any and all copyrights therein and moral rights. Without derogating from the foregoing, Executive shall not claim
    any rights of ownership or license to Work Product, including without limitation copyrights and moral rights pertaining to
    the Services and the Work Product.
	 	 	 
	 	 	It
    is hereby clarified that Executive will not be entitled to any further consideration for such undertakings, expressly including
    no entitlement to royalties or any other compensation for any Service Inventions as defined in Section 132 of the Patent Law,
    1967 (the “Patent Law”). This clause constitutes an express waiver of any rights Executive may have under
    Section 134 of the Patent Law.


 


	12.	Term
    & Termination


 


	 	12.1.	Except
    as otherwise provided for herein, the term of this Agreement shall commence on the Commencement Date of Employment and continue
    thereafter for two (2) years (the “Term”). The Term shall be automatically renewed for successive one (1) year
    period. At that time, the parties will address and negotiate in good faith any mutually agreeable extension or replacement
    of this Agreement. Even so, the parties agree that the employment with the Company during the Term and the extension period,
    notwithstanding the provisions of this Agreement or the potential for any extensions thereof or subsequent agreements, may
    be terminated by either Executive or the Company after the first year, for any or no reason, with or without Cause (as defined
    below), and pursuant to the terms provided below.


 


	 	12.2.	Either
    party may, after the first year, furnish the other party hereto with a written notice that this Agreement is terminated
    (“Termination Notice”). The Termination Notice may be with or without cause and must be furnished to the
    other party, at least 90 ( ninety) days prior to the Termination Notice having effect (“Notice Period”).
    The Termination Notice shall set forth both the date on which said notice is being furnished and the date on which the Termination
    Notice shall be effective.
	 	 	 
	 	12.3.	In
    the event that a Termination Notice is delivered by either party hereto, the following shall apply:


 


	 	12.3.1.	During
    the Notice Period, Executive shall be obligated to continue to discharge and perform all of his duties and obligations with
    Company and to take all steps, satisfactory to the Company, to ensure the orderly transition to any persons designated by
    Company of all matters handled by Executive during the course of his employment with Company.



 






    	 	 	 



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	 	12.3.2.	Notwithstanding
    the above, Company shall be entitled to waive Executive’s services with Company during the Notice Period or any part
    thereof and/or terminate the employer-employee relationship prior to the completion of the Notice Period; in such events Company
    shall pay Executive the Salary and provide Executive with, or, in the event of termination of the employer-Executive relationship
    prior to the completion of the Notice Period, pay Executive the value of, the social and fringe benefits as detailed in Section
    6, to which he would otherwise be entitled for the duration of the Notice Period, or any part thereof.
	 	 	 
	 	12.3.3.	For
    the removal of doubt, it is clarified that, in the event Company waives any and/or all of Executive’s services with
    Company during the Notice Period as aforesaid, Executive shall, immediately, upon receipt of notice of such waiver, return
    to Company any and all equipment provided to his for purposes of the performance of his duties under this Agreement.


 


	 	12.4.	The
    provisions of Sections 10.1 and 10.2 above notwithstanding, Company, by furnishing a notice to Executive, shall be entitled
    to terminate his employment with Company with immediate effect where said termination is a Termination for Cause. In the event
    of such termination, without derogating from the rights of Company under this Agreement and/or any applicable law, Executive
    shall not be entitled to severance pay and/or to any of the consideration specified in Section 10.2 above. In addition, and
    in the event of the circumstances set forth in Section 6.1.6 above, Executive shall not be entitled to the Company’s
    contributions to the Manager’s Insurance Policy and/or to the Advanced Study Fund.
	 	 	 
	 	12.5.	As
    used in this Agreement, the term “Termination for Cause” shall mean termination of Executive’s employment
    with Company as a result of the occurrence of any one of the following: (i) Executive has committed a dishonorable criminal
    offense; (ii) Executive is in breach of his duties of trust or loyalty to Company; (iii) Executive deliberately causes harm
    to Company’s business affairs; (iv) Executive breaches the confidentiality and/or non-competition and/or non-solicitation
    and/or assignment of inventions provisions of this Agreement; and/or (v) circumstances that do not entitle Executive to severance
    payments under any applicable law and/or under any judicial decision of a competent tribunal.
	 	 	 
	 	12.6.	Notwithstanding
    anything to the contrary in Section 10.2 above and without derogating from Company’s rights pursuant to any applicable
    law, in the event that Executive shall terminate his employment with Company with immediate effect or upon shorter notice
    than the Notice Period, Company shall have the right to offset the Salary and/or any benefits to which Executive shall have
    otherwise been entitled for his employment hereunder during the Notice Period, or any part thereof, as the case may be, from
    any other payments payable to Executive.
	 	 	 
	 	12.7.	Upon
    termination of Executive’s employment with Company, and as a condition to the fulfillment of Company’s obligations,
    if any, towards Executive at such time, Executive affirms and undertakes to transfer his Position to his replacement, as shall
    be determined by Company, in an efficient, complete, appropriate and orderly manner, and to fulfill his obligations under
    the provisions of the Sections 7 through 9 above.


 


	13.	General
    Provisions


 


	 	13.1.	Executive
    shall not be entitled to any additional bonus, payment or other compensation in connection with his employment with Company,
    other than as provided herein.
	 	 	 
	 	13.2.	Company
    shall withhold, or charge Executive with, all taxes and other compulsory payments as required under applicable law with respect
    to all payments, benefits and/or other compensation paid to Executive in connection with his employment with Company.
	 	 	 
	 	13.3.	Company
    shall be entitled to offset from any and/or all payments to which Executive shall be entitled thereof, any and/or all amounts
    to which Company shall be entitled from Executive at such time.
	 	 	 
	 	13.4.	Either
    party’s failure or delay in enforcing any of the provisions of this Agreement shall not, in any way, be construed as
    a waiver of any such provisions, or prevent such party thereafter from enforcing each and every other provision of this Agreement
    which were previously not enforced.



 






    	 	 	 



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	 	13.5.	Notices
    given hereunder shall be in writing and shall be deemed to have been duly given on the date of personal delivery, on the date
    of postmark if mailed by certified or registered mail, or on the date sent by facsimile upon transmission and electronic confirmation
    of receipt or (if transmitted and received on a non-business day) on the first business day following transmission and electronic
    confirmation of receipt, addressed as set forth above or such other address as either party may designate to the other in
    accordance with the aforesaid procedure.
	 	 	 
	 	13.6.	This
    Agreement shall be interpreted and construed in accordance with the laws of the State of Israel. The parties submit to the
    exclusive jurisdiction of the competent courts of the State of Israel in any dispute related to this Agreement.
	 	 	 
	 	13.7.	This
    Agreement constitutes the entire agreement of the parties hereto with respect to the subject matters hereof, and supersedes
    all prior agreements and understandings between the parties with respect thereto.
	 	 	 
	 	13.8.	Captions
    and paragraph headings used in this Agreement are for convenience purposes only and shall not be used for the interpretation
    thereof. Words in the masculine gender shall include the feminine gender.
	 	 	 
	 	13.9.	This
    Agreement shall not be amended, modified or varied by any oral agreement or representation other than by a written instrument
    executed by both parties or their duly authorized representatives.
	 	 	 
	 	13.10.	This
    Agreement shall constitute a “Notice regarding details of Terms of Employment” (the “Notice”)
    pursuant to the Notice to Executive Law (Terms of Employment), 2002.
	 	 	 
	 	13.11.	Nothing
    in this notice and/or agreement shall derogate from any right Executive is entitled to according to any law, extension order,
    collective bargain agreement, or any other contract concerning Executive’s terms of employment


 


IN
WITNESS WHEREOF, the parties hereto have hereby duly executed this Agreement on the day and year first set forth above.


 


	 	 	EMPLOYEE
	 	 	 
	 	 	/s/
    Neev Nissenson
	Company.	 	 
	 	 	 	 
	 	 	 	 
	By:	/s/
    Shai Lustgarten	 	 
	 	 	 	 
	Title:		 	 
	 	 	 	 
	 	 	 	 
	Quest Solution, Inc.	 	 
	 	 	 	 
	By:	/s/
    Shai Lustgarten	 	 
	 	 	 	 
	Title:	CEO	 	 


 




    	 



    	 



    

 


Exhibit
A


 


GENERAL
APPROVAL REGARDING PAYMENTS BY EMPLOYERS TO A PENSION FUND AND INSURANCE FUND IN LIEU OF SEVERANCE PAY


 


By
virtue of my power under section 14 of the Severance Pay Law, 1963 (hereinafter: the “Law”), I certify that
payments made by an employer commencing from the date of the publication of this approval publication for his employee to a comprehensive
pension benefit fund that is not an insurance fund within the meaning thereof in the Income Tax (Rules for the Approval and Conduct
of Benefit Funds) Regulations, 1964 (hereinafter: the “Pension Fund”) or to managers insurance including the
possibility of an insurance pension fund or a combination of payments to an annuity fund and to a non-annuity fund (hereinafter:
the “Insurance Fund), including payments made by him by a combination of payments to a Pension Fund and an Insurance
Fund, whether or not the Insurance Fund has an annuity fund (hereinafter: the “Employer’s Payments), shall
be made in lieu of the severance pay due to the said employee in respect of the salary from which the said payments were made
and for the period they were paid (hereinafter: the “Exempt Salary”), provided that all the following conditions
are fulfilled:


 


	(1)	The
    Employer’s Payments -


 


	 	(a)	To
    the Pension Fund are not less than 141/3% of the Exempt Salary or 12% of the Exempt Salary if the employer pays
    for his employee in addition thereto also payments to supplement severance pay to a benefit fund for severance pay or to an
    Insurance Fund in the employee’s name in an amount of 21/3% of the Exempt Salary. In the event the employer
    has not paid an addition to the said 12%, his payments shall be only in lieu of 72% of the employee’s severance pay;
	 	 	 
	 	(b)	To
    the Insurance Fund are not less than one of the following:


 


	(2)	131/3%
    of the Exempt Salary, if the employer pays for his employee in addition thereto also payments to secure monthly income in
    the event of disability, in a plan approved by the Commissioner of the Capital Market, Insurance and Savings Department of
    the Ministry of Finance, in an amount required to secure at least 75% of the Exempt Salary or in an amount of 21/2%
    of the Exempt Salary, the lower of the two (hereinafter: “Disability Insurance”);
	 	 
	(3)	11%
    of the Exempt Salary, if the employer paid, in addition, a payment to the Disability Insurance, and in such case the Employer’s
    Payments shall only replace 72% of the Employee’s severance pay; In the event the employer has paid in addition to the
    foregoing payments to supplement severance pay to a benefit fund for severance pay or to an Insurance Fund in the employee’s
    name in an amount of 21/3% of the Exempt Salary, the Employer’s Payments shall replace 100% of the employee’s
    severance pay.
	 	 
	(4)	No
    later than three months from the commencement of the Employer’s Payments, a written agreement is executed between the
    employer and the employee in which -


 


	 	(a)	The
    employee has agreed to the arrangement pursuant to this approval in a text specifying the Employer’s Payments, the Pension
    Fund and Insurance Fund, as the case may be; the said agreement shall also include the text of this approval;
	 	 	 
	 	(b)	The
    employer waives in advance any right, which it may have to a refund of monies from his payments, unless the employee’s
    right to severance pay has been revoked by a judgment by virtue of Section 16 and 17 of the Law, and to the extent so revoked
    and/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 after the age of 60.


 


	(5)	This
    approval is not such as to derogate from the employee’s right to severance pay pursuant to any law, collective agreement,
    extension order or employment agreement, in respect of salary over and above the Exempt Salary.