TASK DEFINITION: In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.
PROBLEM: Exhibit 10.3 Execution Version GWG HOLDINGS, INC., AND THE TRUST ADVISORS TO THE SELLER TRUSTS LISTED ON SCHEDULE A HERETO ORDERLY MARKETING AGREEMENT December 27, 2018

ORDERLY MARKETING AGREEMENT THIS ORDERLY MARKETING AGREEMENT (the OMA) is entered into on December 27, 2018 (the Effective Date) by and among GWG Holdings, Inc., a Delaware corporation (GWG), and the Trust Advisors to the Seller Trusts listed on Schedule A hereto (the Trust Advisors), and any other person or entity that becomes a party to this Agreement by executing and delivering a joinder hereto in the form attached as Exhibit A. Each of GWG and the Trust Advisors may be referred to herein as a Party and collectively as the Parties. WHEREAS, on January 18, 2018, GWG, the Trust Advisors and certain other entities entered into that certain Amended and Restated Master Exchange Agreement, with effect from January 12, 2018, as amended from time to time (the Master Agreement); and WHEREAS, the Trust Advisors are at all times acting hereunder as the representatives of and for the benefit of each Seller Trust named in the Master Agreement; WHEREAS, pursuant to Section 8.6 of the Master Agreement, GWG and the Trust Advisors agree to negotiate in good faith the terms of an agreement with one or more nationally recognized bulge bracket investment banks for the orderly marketing and resale of certain shares (the Shares) of common stock, par value $0.001 per share (the Stock) of GWG issued in reliance upon available exemptions from the Securities Act of 1933, as amended (the Act), under the terms of the Master Agreement to such Seller Trusts for the purpose of facilitating the establishment of a broader shareholder base and creating on-going liquidity in Stock; WHEREAS, contemporaneous with the execution of this OMA, the Trust Advisors and certain other entities are entering into a registration rights agreement (the Registration Rights Agreement) pursuant to which GWG is agreeing to file a registration statement on Form S-1 or other appropriate form (the Registration Statement) with the Securities and Exchange Commission (SEC) for the public offering of the Shares; WHEREAS, the entry into this OMA is a condition to the obligation of each of GWG and the Seller Trusts to consummate the various transactions contemplated by the Master Agreement; NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Section 1. Orderly Marketing. 1.1 The shares of Stock held by each Seller Trust and subject to this OMA shall be as set out on Schedule A hereto, which Schedule may be amended from time to time in writing by the Parties in accordance with Section 4.1 below. 1.2 It is the goal of the Seller Trusts to have all of the Shares sold, on a pro-rata basis, in three or more tranches (each a Tranche) commencing not earlier than six (6) months after the Effective Date with the resale of all of the shares of Stock completed as soon as practicable after the Effective Date.

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1.3 [Reserved]. 1.4 The Seller Trusts and GWG intend to retain one or more nationally recognized bulge bracket investment banks (the Bank) for the orderly marketing and resale of Shares pursuant to a separate engagement letter (the Engagement Letter) to advise them in connection with the sale of the Tranches (together, the Offerings). Such Engagement Letter shall include customary representations, warranties, covenants and indemnification provisions. The services to be performed by the Bank shall be set forth in such Engagement Letter and are expected to include, among others: (a) assisting in the drafting and preparation of one or more prospectus supplements describing GWG, the Shares and the terms of the Offerings; (b) advising the Seller Trusts on a marketing and distribution strategy for each Tranche of Shares, including whether a particular Tranche should be sold through a block trade, overnight bookbuild, or similar transaction; (c) assisting GWG in preparing marketing materials and conducting one or more roadshows and meetings with potential purchasers of the Shares; (d) advising the Seller Trusts as to the timing, structure and pricing of the Offerings; (e) providing other advisory services as are customary for similar transactions. The Engagement Letter shall include a requirement that, prior to any distribution of Stock by the Bank as contemplated by this Agreement, the Bank shall consult with each of GWG and the Trust Advisors as to the strategy for the marketing, sale and distribution of the respective Tranche. 1.5 After the Parties have agreed on the strategy for the marketing, sale and distribution of a Tranche, the Seller Trusts shall offer the Bank the right to serve as the lead left joint-book-running manager in connection with a best efforts distribution. GWG shall be entitled to appoint, in its discretion, an additional bank as joint book-running manager to participate in the distribution. The Seller Trusts further agree that in the event the Bank accepts such role it will be paid customary fees for the performance of its services in connection with such transactions and that such engagement will involve the execution of a standard form agreement with respect to the distribution of each Tranche, which may be in the form of a placement agency agreement, underwriting agreement or other appropriate agreement (each, a Distribution Agreement); provided, however, that nothing contained in this OMA or Engagement Letter shall require the Bank to underwrite or purchase all or any portion of a Tranche of Stock for its own account. Notwithstanding the foregoing, it is understood and agreed that the Bank or its affiliates may, solely at its discretion and without any obligation to do so, purchase Stock in any Tranche as principal.

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1.6 Each such Distribution Agreement shall set out the customary terms and conditions for the sale and distribution of the respective Tranche, including customary representations, warranties, covenants and indemnification provisions. For the avoidance of doubt, each Distribution Agreement shall include provisions to the following effect: (i) GWG shall have no responsibility for the payment of fees or commissions payable to the Bank, which fees and commissions shall be the responsibility of certain affiliates of the Seller Trusts as set forth in the applicable Distribution Agreement; and (ii) each of GWG and the Seller Trusts shall agree to provide a customary indemnity in favor of the Bank and its affiliates. 1.7 If, in connection with the marketing, sale and distribution of a Tranche, the Bank determines that the number of Shares of Stock proposed to be included in the Tranche exceeds the number that can reasonably be sold, then the number of Shares of Stock shall be reduced accordingly on a pro-rata basis with respect to each of the Seller Trusts. 1.8 Prior to the offering of each Tranche, GWG shall provide the placement agents or underwriters in such Offering a list of the top 100 institutional holders of the Common Stock. In connection with any Offering, the Seller Trusts shall instruct the placement agents or underwriters to use their reasonable best efforts to (i) effect as wide a distribution of the Shares as is reasonably practicable without adversely affecting the pricing thereof and (ii) not sell any Shares to any person or Group (as such terms is used in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) who, upon completion of the Offering, would have Beneficial Ownership (as defined in Rule 13d-3 under the Exchange Act) of shares of Common Stock representing in the aggregate 5.0% or more the total number of outstanding shares of Common Stock (or in the case of a person of the type described in Rule 13d-1(b)(1)(i) under the Exchange Act, 10% or more of the Total Voting Power). Section 2. Compensation. The Engagement Letter shall provide that the Bank shall not be entitled to any compensation for its advice hereunder or reimbursement of its expenses in connection with this OMA and shall only be entitled to compensation in connection with an Offering as provided in the Engagement Letter and related Distribution Agreement with respect to such Offering. Section 3. [Reserved] Section 4. General Provisions. 4.1 Term; Termination; Withdrawal of Bank. (a) This OMA shall expire upon the earlier of (i) the first anniversary of the Effective Date and (ii) the date that all Shares of Stock of the Seller Trusts as set forth on Schedule A hereto have been sold (the Term). Notwithstanding the foregoing, this OMA may be terminated with or without cause at any time after the Effective Date and without liability or continuing obligation by any of the Parties hereto (i) by mutual written agreement of all of the Parties; and (ii) in writing by the Trust Advisors in their sole discretion.

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(b) The Engagement Letter shall provide that the Bank may terminate its engagement at any time upon not less than 45 days' prior written notice to the other Parties. In the event the Bank provides such notice at any time prior to the sale of greater than 50% of the Shares and within 12 months of the Effective Date, then GWG and the Trust Advisors may elect (A) to terminate this OMA or (B) to continue this OMA and to seek to appoint a substitute investment bank, in which case GWG, after consultation with the Trust Advisors, shall be entitled to appoint a substitute investment bank to serve as the lead joint-book-running manager for the sale of the Shares. In the event the Bank terminates the Engagement Letter at any time following the sale of greater than 50% of the Shares and within 12 months of the Effective Date, the termination thereof shall constitute a concurrent Termination of this OMA. 4.2 Amendments and Waivers. This OMA may be amended or modified in whole or in part, only by duly authorized agreement in writing executed by each of the Parties. 4.3 Notices. All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when received by facsimile or email (provided that a copy is subsequently delivered by one of the other methods permitted in (i) through (iii) of this Section 4.3), addressed as follows: If to GWG: 220 S. Sixth Street, Suite 1200 Minneapolis, MN 55402 Attention: Jon R. Sabes, CEO Email: jsabes@gwglife.com If to the Trust Advisors on behalf of the Seller Trusts: Jeffrey S. Hinkle Murray T. Holland As Trust Advisors to Each of the Seller Trusts set forth on Schedule A hereto c/o The Beneficient Company Group, L.P. 325 N. St. Paul Street, Suite 4850 Dallas, Texas 75201 Email: jhinkle@beneficient.com; mholland@mhtpartners.com

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4.4 Assignments and Transfers by Seller Trusts. The provisions of this OMA shall be binding upon and inure to the benefit of the Seller Trusts and their respective successors and assigns. A Seller Trust may transfer or assign, in whole or from time to time in part, to one or more liquidating trusts its rights hereunder in connection with the transfer or resale of Stock held by such Seller Trust, provided that such Seller Trust complies with all laws applicable thereto and provides written notice of assignment to GWG promptly after such assignment is effected, and provided further that such liquidating trust and each beneficiary thereof executes a joinder to this OMA effective as of the date of such assignment or transfer. 4.5 Counterparts. This OMA may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.6 Severability. Any provision of this OMA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable to the maximum extent permitted by applicable law, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders any provisions hereof prohibited or unenforceable in any respect. 4.7 Further Assurances. The Parties shall execute and deliver all such further instruments and documents and take all such other actions as may reasonably be required to carry out the transactions contemplated hereby and to evidence the fulfillment of the agreements herein contained. 4.8 Entire Agreement. This OMA is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties hereto in respect of the subject matter contained herein. This OMA supersedes all prior agreements and understandings between the Parties with respect to such subject matter. 4.9 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This OMA, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this OMA or the negotiation, execution or performance of this OMA (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this OMA), will be construed in accordance with and governed by the law of the State of New York without regard to principles of conflicts of laws that would result in the application of the law of any other jurisdiction. Any action against any Party relating to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of New York, and the Parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located within the State of New York over any such action. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such court or any defense of inconvenient forum for the maintenance of such dispute. Each of the Parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

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EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. EACH PARTY TO THIS AGREEMENT HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 4.10 Certain Representations of the Parties. Each of the Parties hereto represents, several and not jointly, that it has taken all action required of it to duly authorize this OMA and that no further action or approval is required on its behalf and, when executed and delivered, this OMA constitutes a valid and binding obligation of such Party, enforceable in accordance with its terms. 4.11 Further Assurances. Each Party agrees to take such further action that may be reasonably required of it, and to execute such documents or instruments, in order to effectuate the transactions contemplated by this OMA. 4.12 Seller Trusts and Trust Advisors. It is expressly understood and agreed that (a) this document is executed and delivered by Delaware Trust Company, not individually or personally, but solely as Trustee, pursuant to direction from the Trust Advisors and in the exercise of the powers and authority conferred and vested in Delaware Trust Company as Trustee pursuant to the Trust Agreements of the Seller Trusts (the Trust Agreements) and the Trustee is governed by and subject to the Trust Agreements and entitled to the protections, rights and benefits contained therein, (b) each of the representations, undertakings and agreements herein made on the part of the Seller Trusts and Trust Advisors is made and intended not as personal representations, undertakings and agreements by Delaware Trust Company but is made and intended for the purpose for binding only the Seller Trusts and respective trust estates (the Seller Trust Assets), (c) nothing herein contained shall be construed as creating any liability on Delaware Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto, (d) under no circumstances shall Delaware Trust Company be personally liable for the payment of any indebtedness or expenses of the Seller Trusts or Trust Advisors or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Seller Trusts or Trust Advisors under this Agreement or any other related documents, and (e) under no circumstances shall the Trust Advisors be personally liable for the payment of any indebtedness or expenses or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Agreement, all such recourse being strictly to the Seller Trust Assets. [Remainder of Page Intentionally Left Blank; Next Page is Signature Page]

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IN WITNESS WHEREOF, the Parties hereto have executed this OMA as of the date first set forth above. GWG HOLDINGS, INC. By: /s/ Jon R. Sabes Name: Jon R. Sabes, CEO THE LT-1 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-2 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-3 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-4 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-5 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-6 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-7 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-8 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-9 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-12 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-13 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-14 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-15 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-16 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-17 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-18 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-19 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-20 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-21 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-22 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-23 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-24 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President

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THE LT-25 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President THE LT-26 EXCHANGE TRUST, By: DELAWARE TRUST COMPANY, not in its individual capacity but solely as Trustee By: /s/ Alan R. Halpern Name: Alan R. Halpern Title: Vice President MURRAY T. HOLLAND, as Trust Advisor /s/ MURRAY T. HOLLAND JEFFREY S. HINKLE, as Trust Advisor /s/ JEFFREY S. HINKLE

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SCHEDULE A List of Seller Trusts and Shares of Stock

Name of Record Holder Number of Shares The LT-1 Exchange Trust 1,397,705 The LT-2 Exchange Trust 1,396,863 The LT-3 Exchange Trust 2,563,777 The LT-4 Exchange Trust 2,537,152 The LT-5 Exchange Trust 2,516,313 The LT-6 Exchange Trust 2,535,832 The LT-7 Exchange Trust 2,526,515 The LT-8 Exchange Trust 2,536,840 The LT-9 Exchange Trust 404,110 The LT-12 Exchange Trust 80,402 The LT-13 Exchange Trust - The LT-14 Exchange Trust 204,064 The LT-15 Exchange Trust 63,834 The LT-16 Exchange Trust 920,349 The LT-17 Exchange Trust 39,347 The LT-18 Exchange Trust 81,860 The LT-19 Exchange Trust 224,917 The LT-20 Exchange Trust 4,601 The LT-21 Exchange Trust 555,751 The LT-22 Exchange Trust 555,750 The LT-23 Exchange Trust 1,466,884 The LT-24 Exchange Trust 1,466,883 The LT-25 Exchange Trust 1,466,884 The LT-26 Exchange Trust 1,466,883

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EXHIBIT A FORM OF JOINDER The undersigned is executing and delivering this Joinder Agreement pursuant to that certain Orderly Marketing Agreement, dated as of December [___], 2018 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the OMA), by and among GWG Holdings, Inc., the Trust Advisors to the Seller Trusts listed on Schedule A thereto, and the Priority Holders listed on Schedule B thereto, and any other person or entity that becomes a party to the OMA in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder Agreement shall have the respective meanings ascribed to such terms in the OMA. By executing and delivering this Joinder Agreement to the OMA, the undersigned hereby agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the OMA applicable to it as a holder of Shares, in the same manner as if the undersigned were an original signatory to the OMA. The undersigned acknowledges and agrees that Section 4.1 through Section 4.11 of the OMA are incorporated herein by reference, mutatis mutandis. [Remainder of page intentionally left blank; signature appears on next page]

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Accordingly, the undersigned have executed and delivered this Joinder Agreement as of the ____ day of ________________, _____. Name: [HOLDER/TRANSFEREE] By: Name: Title: Notice Information Address: Telephone: Facsimile: Email: AGREED AND ACCEPTED as of the day of , . GWG HOLDINGS, INC. By: Name: Title: [TRANSFEROR (if applicable)] By: Name: Title:

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SOLUTION: Highlight the parts (if any) of this contract related to Termination For Convenience that should be reviewed by a lawyer. Details: Can a party terminate this contract without cause (solely by giving a notice and allowing a waiting period to expire)?

PROBLEM: Exhibit 4.10 MARKETING AND RESELLER AGREEMENT (the Agreement) THIS AGREEMENT is made and entered into this 20t h day of December 2018 (the Effective Date), by and between Todos Medical Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at 1 Hamada St., Rehovot, Israel (Todos) and Care G. B. Plus Ltd., a corporation organized and existing under the laws of the State of Israel, with an address at Rechov HaYasmin 50, Carmei Yosef, Israel (the Reseller). WHEREAS, Todos has developed and owns a proprietary blood screening test for the early detection of certain forms of cancer which consists of a Physician Kit (for collecting blood samples) and a Lab Kit (for separating plasma and mononuclear cells in the blood samples) which consists of an Isolation Kit and an Analysis Kit, all as more fully described on Exhibit A attached hereto (the Products), as well as a proprietary algorithm for the analysis of the blood samples data; and WHEREAS, the Reseller is interested in marketing, distributing, and reselling the Products to customers located in and taking delivery in the State of Israel, including the territory of the Palestinian Authority, (the Territory and the Customers), all in accordance with the terms set forth herein; NOW THEREFORE in consideration of the agreements, covenants, and conditions hereinafter set forth, the parties agree as follows: 1. Grant of Rights 1.1 Subject to the terms and conditions of this Agreement, Todos hereby grants the Reseller a non-sublicensable, non-transferable, exclusive right to distribute and sell the Products to Customers in the Territory; provided, however, that Reseller may sub-license or transfer its distribution rights to a subsidiary or affiliate of the Reseller. The Reseller shall have a right of first refusal to include within this Agreement any additional products developed, manufactured, or sold by the Company following the Effective Date that are not currently included in Exhibit A, and upon the exercise of such right, the term Products shall be expanded to mean such additional products as well. For purposes of clarity, the parties agree that upon Todos's development of a blood screening test for colon cancer, such product shall be added to this Agreement and included within the definition of Products, subject to the Reseller and Todos agreeing on the commercial terms for such product, including the price. 1.2 The Reseller shall not market, distribute, or sell the Products, whether directly or indirectly, to customers outside of the Territory. This Section 1.2 is a fundamental provision of this Agreement. 1.3 Subject to Section 1.4 below, Todos shall not market, distribute, or sell the Products, whether directly or indirectly, to customers inside of the Territory in any manner other than through the Reseller.

Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

1.4 Notwithstanding the grant of exclusivity to the Reseller, nothing herein shall derogate from Todos's right to distribute the Products in the Territory for non-revenue producing purposes such as research, testing, evaluation, proof of concept, and clinical trials. 2. Exclusivity 2.1 The Reseller's exclusive right to market and sell the Products in the Territory is subject to the Reseller achieving the following milestones by the end of each year this Agreement is in effect (the Annual Milestones): Year Annual Milestone(s) Year 1 Not Applicable Each Year Thereafter The parties will agree at the beginning of the year on the Annual Milestone for such year 2.2 If the Reseller sells less than 50% of any year's Annual Milestone, Todos, in its sole discretion, may either (a) cancel the Reseller's exclusivity, and market, distribute, and sell the Products in the Territory directly or indirectly through other distributors and resellers, while leaving the Reseller with a non-exclusive right to distribute and sell the Products for the remainder of the term, or (b) terminate the Agreement upon one hundred eighty (180) days prior written notice, provided that the Reseller does not cure its failure to achieve 50% of the applicable year's Annual Milestone within the 180-day notice period. 3. Duties of Todos 3.1 Todos shall provide technical assistance and advice to support the Reseller's preparation of marketing materials, including technical sales literature, catalogs and the like, to be used in the Territory. 3.2 Todos shall provide the Reseller, at no charge, with initial training relating to the efficient use and operation of the Products as well as instruction regarding use of all associated equipment required to effectively carry out the TM-B1 and TM-B2 cancer screening tests. Additionally, Todos will provide the Reseller with training relating to the handling of all blood samples throughout the screening process, and any and all other training, guidance and support reasonably required to sell the Products in the Territory. 3.3 Todos shall provide the Reseller, at no charge, with technical support relating to the use of the Products. 3.4 Todos shall support the Reseller, at no charge, in providing Customers with scientific data supporting the efficacy of the Products. 3.5 Todos is responsible for obtaining AMAR approval from the Israeli Ministry of Health. 3.6 Todos shall comply with all relevant standards of quality assurance and shall ensure that the Products conform to all Israeli standards and certifications.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

3.7 Todos shall appoint a relationship manager, who shall serve as the primary point of contact with Reseller regarding all maters arising from the business relationship contemplated in this Agreement. 3.8 Todos shall be available for periodic meetings with the Reseller to discuss any issues arising in connection with this Agreement. 3.9 Todos shall fulfill with reasonable dispatch all orders received from the Reseller and accepted by Todos. 3.10 Todos shall refer to the Reseller all Product inquiries and sales opportunities in the Territory that come to the attention of Todos. 4. Duties of the Reseller 4.1 The Reseller shall use all commercially reasonable efforts to market, promote, distribute, and sell the Products to Customers in the Territory, and shall, on its own account, provide a trained and competent sales and marketing team for the efficient promotion and sale of the Products. The Reseller shall achieve the commercialization milestones by the dates set forth in the Commercialization Timetable attached hereto as Exhibit C. 4.2 The Reseller shall be responsible for preparing marketing materials, including technical sales literature, catalogs and the like, to be used in the Territory. All marketing materials shall be subject to the prior written approval of Todos. 4.3 Except for AMAR approval which is the responsibility of Todos, the Reseller shall be responsible for obtaining all necessary governmental, regulatory, and other permits and licenses required to distribute and sell the Products in Israel. Todos shall provide the Reseller with all required assistance in this matter in order to obtain the necessary licenses and permits. 4.4 The Reseller shall be responsible for setting up at least one laboratory in the Territory to support the assay protocol (the Laboratory), including the provision of a FTIR that is approved by Todos, as further described in Exhibit B. The Reseller shall obtain the prior approval of Todos for all lab equipment. The Reseller will contract with existing certified laboratories in Israel to obtain the blood samples data, subject to the approval by Todos of each such laboratory. 4.5 The Reseller shall be responsible for providing post-sale support services to Customers, and shall, on its own account, provide a trained and competent support team for the efficient support of the Products. The Reseller shall retain a medical doctor to assist with the provision of support services. 4.6 The Reseller shall run a fifty (50) patient pilot trial to evaluate the performance of the Laboratory and the Reseller's support team. 4.7 The Reseller shall follow Todos's protocols in dealing with or handling the Products, including the shipment of blood samples to the laboratory.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

4.8 The Reseller shall, in marketing, selling, and distributing the Products, not make any promises, representations, statements, warranties or guarantees on behalf of Todos or concerning the Products, except as are expressly authorized in writing by Todos. 4.9 The Reseller shall comply at all times with all applicable laws, rules, regulations, and industry standards relating to the storage, packaging, marketing, distribution, laboratory work, and sale of the Products in the Territory. 4.10 The Reseller shall appoint a relationship manager, who shall serve as the primary point of contact with Todos regarding all maters arising from the business relationship contemplated in this Agreement. Todos's relationship manager shall meet with Todo no less frequently than quarterly and provide a status report on the Reseller's commercialization efforts. In addition, the Reseller will promptly bring to the notice of Todos any information which it has or which it may receive in future which is likely to be of interest, benefit, or use to Todos in relation to both the marketing of the Products in the Territory and the future market requirements of Customers. 4.11 The Reseller shall provide Todos with feedback for a least one percent (1%) of the consumed tests, including providing the actual screening result (by a yearly base) of each test. 4.12 The Reseller shall not market, distribute, or sell any product that competes with Products, nor provide services to any direct competitor of Todos. 4.13 The Parties hereby declare and confirm their awareness to the fact that to the date of the signing of this Agreement, Todos has yet to sell a single Product and lacks any and all sales experience and/or knowledge of the matter. The Reseller shall act as a pioneer in the sales department and shall share with Todos all the sales experience and information it shall gather in order to help Todos' with its worldwide sales. 4.14 The Reseller shall be entitled to enter into agreements with its subsidiaries and affiliates to act as sub-distributors and/or selling agents of the Products in the Territory. 4.15 The Reseller herby declares its awareness that Todos has not yet acquired the required AMAR approval for distribution of the Products in the Territory nor FDA approval. 5. Ordering, Pricing, and Payment Procedures 5.1 Non-Binding Forecasts. On the first day of each calendar quarter, the Reseller will provide Todos with a non-binding rolling weekly forecast of the Reseller's estimated Product purchase requirements over the upcoming six months (the Forecasts). 5.2 Orders. From time to time as needed, the Reseller shall provide Todos with firm purchase orders for the Products. Each purchase order shall include the name and address of the Customer. All orders are subject to written acceptance by Todos, which acceptance shall be provided unless the order contains terms that differ from the terms set forth in this Agreement. 5.3 Product Price. The Reseller shall be entitled to purchase the Products from Todos for resale to Customers at a price between US$[ ] and US$[ ], with the actual price to be agreed upon by the Parties (the Product Price). At the end of each year this Agreement is in effect, the Parties will discuss each party's costs and whether to revise the Product Price. Todos shall provide the Reseller with Products for clinical trials at no charge.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

5.4 Lead Time. The lead time for each Lab Kit is three (3) months, and the lead time for each Physician Kit is one month, provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%). 5.5 Delivery. Todos shall ship ordered Products to the Reseller within ninety (90) days of Todos's acceptance of the applicable purchase order DAP Reseller's warehouse (Incoterms 2010), provided that Reseller's order for the Products does not deviate from the applicable Forecast by more than ten percent (10%). 5.6 Todos shall provide the Reseller with the screening results and analysis of each customer blood sample data sent to Todos within one business day of receiving the blood sample data. 5.7 Payment for Products. Todos shall invoice the Reseller for all sums due for Products ordered upon shipment of the ordered Products to the Reseller, and the Reseller shall pay such sums by no later than thirty (30) days from the date of shipment. All payments made to Todos shall be in New Israeli Shekels. 5.8 Taxes. Reseller shall be responsible for paying all sales, use, excise, and value-added taxes imposed on the sale or use of the Products. 6. Reporting and Audit Rights 6.1 Books and Records. During the term and for a period of three (3) years following the termination or expiration of this Agreement, the Reseller shall maintain complete books of accounts and records consistent with sound business and accounting principles and practices consistently applied. 6.2 Quarterly Reports. Within fifteen (15) days of the end of each quarter, the Reseller shall provide Todos with a written report of (a) the quantities of Products distributed, sold, or otherwise transferred; the prices at which the Products were sold; and payments received therefore; and (b) the identity and location of all Customers to whom Products were sold, during the preceding quarter (each a Quarterly Report). 6.3 Audits. Todos shall have the right to have an inspection and audit of all the relevant accounting and sales books and records of Reseller conducted by an independent auditor reasonably acceptable to both parties. Any such audit shall be upon five (5) days prior written notice and shall be conducted during normal business hours. If any such audit should disclose any material error in the Quarterly Reports or any resale of the Products by Reseller in contravention of the terms of this Agreement, in addition to any other remedies to which Todos shall be entitled, Reseller shall promptly reimburse Todos for the reasonable cost of the audit. 6.4 On-Site Inspections. Todos shall have the right to conduct periodic on-site inspections to ensure the quality control of the cancer screening processes and the Reseller's compliance with Todos's protocols.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

6.5 Medical Device Reporting. The Reseller shall provide Todos with reports of any adverse events and product problems in accordance with the Mandatory Medical Device Reporting regulations of 21 CFR 803. 7. Warranties 7.1 Performance Warranty. Todos warrants that for a period of one (1) year from the date of delivery of each Product to the Reseller, the Product, except for those components that have a shorter expiration date as set forth on Exhibit A, shall perform substantially in accordance with the Product's documentation and specifications, and shall be free from all defects in materials, manufacture, and workmanship. Todos shall correct or repair any reported non-conformity or defect, or replace the non-conforming Product with a Product that conforms to this warranty. 7.2 Non-Infringement. Todos represents and warrants to the Reseller that Todos has full right to produce and sell the Products as contemplated by this Agreement, and that the Reseller's exercise of the resale rights granted herein will not violate any copyright, patent, or other proprietary right of any third party. 7.3 EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 7, TODOS DISCLAIMS ANY AND ALL WARRANTIES, INLCUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING BUT NOT LIMITED TO STATEMENTS REGARDING PERFORMANCE OF THE PRODUCTS, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY TODOS. 8. Insurance. Each party shall carry appropriate and commercially reasonable amounts of insurance adequate for the activities detailed in this Agreement, as well as sufficient levels of all legally mandated insurance, if any. 9. Intellectual Property 9.1 Reseller acknowledges and agrees that any and all proprietary rights, trade secrets, trademarks, trade names, copyrights, patents, know-how, and other intellectual property rights used or embodied in, related to, or associated with the Products, including all developments, modifications, enhancements, improvements, and derivative works thereof, and all documentation with respect thereto, are and shall remain the sole and exclusive property of Todos or its licensors. 9.2 Subject to the terms and conditions of this Agreement, Todos hereby grants Reseller a limited license to use the Todos name and Todos's trademarks, trade names, service marks, logos and related symbols (the Todos Marks) in the performance of its activities hereunder and in the marketing of the Products in the Territory. The Reseller's use of the Todos Marks shall be subject to Todos's prior approval. The Reseller will use Todos's designated trademarks, trade names, and intellectual property related notices on or in all marketing materials and packaging, and the Reseller shall market and sell the Products under the Todos brand name. The Reseller will not register or take other action with respect to any Todos Mark used anywhere in the world by Todos, except to the extent authorized in writing by Todos in advance.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

9.3 Reseller shall immediately bring to the attention of Todos any improper or wrongful use of Todos's trademarks or other intellectual or commercial property rights which come to the notice of Reseller, and will, in the performance of its duties hereunder, use every effort to safeguard the property rights and interests of Todos, and will, at the request and cost of Todos, take all steps required by Todos to defend such rights. 9.4 Reseller acknowledges that it does not have and that it will not obtain any proprietary interest in the Todos Marks and agrees not to use the same in any other manner and to discontinue all use thereof immediately upon termination of the Agreement. 10. Confidentiality 10.1 Any technical, scientific, design, or commercial information transferred by one Party to the other under this Agreement which is identified as confidential or which may reasonably be deemed to be confidential, shall be considered confidential and shall be maintained in confidence by the receiving party. In addition, each party shall comply with all applicable health care privacy rules and regulations and maintain the confidentiality of all health care and patient information. 10.2 The receiving party shall maintain in confidence and protect the secrecy of all confidential information of the other Party, and agrees that it shall not disclose, transfer, use in an unauthorized manner, copy, or allow access to any such confidential information to any employees, agents, or third parties, except for those who have a need to know such confidential information to fulfill the purposes of this Agreement, and who are bound by contractual obligations of confidentiality and limitation of use sufficient to give effect to this Section 10. In no event shall the receiving party disclose any of the other Party's confidential information to any competitor of the disclosing party. 10.3 The receiving party shall use the same degree of care to avoid publication, unauthorized disclosure, and unauthorized use of such confidential information as it applies with respect to its own confidential information (but no less than reasonable care), and shall take all reasonable care to ensure that such confidential information is not disclosed to third parties, except insofar as: (a) such confidential information is made public by the disclosing party; (b) such confidential information is in the public domain otherwise than as a consequence of a breach of the obligations herein undertaken; or (c) such confidential information was previously and demonstrably known to the receiving party, or was subsequently independently developed. 10.4 The terms of this Agreement shall be deemed to be confidential information. Each party undertakes that it will not make any announcement or issue any circular or other publicity relating to the existence or subject matter of this Agreement, the terms of this Agreement, or the transactions contemplated hereby, without the prior written approval of the other party as to such announcement's/circular's/publicity's content, form, and manner of publication.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

10.5 Each party acknowledges that the unauthorized use, commercialization or disclosure of the other party's confidential information would cause irreparable harm to such other party. The parties acknowledge that remedies at law may be inadequate to redress the actual or threatened unauthorized use, commercialization, or disclosure of such confidential information and that the foregoing restrictions may be enforced by temporary and permanent injunctive relief without necessity of posting bond. In addition, any award of injunctive relief shall include recovery of associated costs and expenses (including reasonable attorneys' fees). 10.6 The provisions of this Section 10 shall survive the expiration or termination of this Agreement. 11. Term and Termination 11.1 This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of five (5) years from the Reseller's first purchase order for Product issued to Todos (the Initial Term), unless terminated earlier by one of the parties in accordance with the terms of this Section 11. Upon completion of the Initial Term, provided that the Reseller has achieved the Annual Milestones, the term of the Agreement shall be automatically renewed for an additional five (5) years. Thereafter, at the end of each renewal term, the Agreement shall renew for an additional two (2) years unless one party provides the other party with prior written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term. 11.2 Notwithstanding anything to the contrary, a party may terminate this Agreement upon the occurrence of any of the following events, and such party shall not be liable to the other party for the proper exercise of such right: (a) The other party materially breaches this Agreement and continues in such breach for thirty (30) days after the non-breaching party has given written notice thereof to the other party; or (b) For a period of ninety (90) consecutive days, the other party is declared to be insolvent or is the subject of bankruptcy or liquidation proceedings, whether compulsory or voluntary, or has a receiver, judicial administrator or similar officer appointed over all or any material part of its assets, or any security holder or encumbrance lawfully takes possession of any property of or in possession of the other party, or if the other party ceases to carry on its business. 12. Limitation of Liability 12.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

12.2 Except with regard to a breach of confidentiality, a party's indemnification obligations hereunder, or infringement of intellectual property rights, either party's total liability to the other party under this Agreement shall be limited to the amounts paid or payable by the Reseller to Todos during the twelve-month period preceding the interposition of the claim. 13. Indemnification 13.1 Todos's Duty to Indemnify. Todos shall defend against any claim or lawsuit by a third party (a Claim) against Reseller to the extent such Claim alleges that the Products infringe any patent, copyright, or trademark or misappropriate a trade secret of a third party, and will indemnify Reseller against all costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) (Damages) awarded against Reseller by a court of competent jurisdiction, or agreed to in a written settlement agreement signed by Todos, arising out of such Claim. Todos shall have no indemnification obligation or other liability for any Claim of infringement arising from (a) use of the Products other than in accordance with this Agreement; (b) modification of the Products or the combination of the Products with any other products, services, or materials if the Products would not be infringing without such modification or combination; or (c) any third party products, services, or materials. If Reseller's use of the Products under the terms of this Agreement is enjoined or Todos determines that such use may be enjoined, then Todos may, at its sole option and expense, either (i) procure for Reseller a license to continue using the Products in accordance with the terms of this Agreement; (ii) replace or modify the allegedly infringing Products to avoid the infringement; or (iii) terminate this Agreement. 13.2 Reseller's Duty to Indemnify. Reseller agrees to defend any Claim against Todos (i) that the Reseller's actions infringe any third party patent, or copyright, or any other proprietary right; or (ii) arising out of any act or omission by Reseller relating to the Products. Reseller will indemnify Todos (and its directors, employees and agents) against all Damages awarded against Todos or agreed to in a written settlement agreement signed by Reseller arising out of such Claim. 13.3 General Indemnity. Each party shall defend and indemnify the other party and its employees, officers, directors and agents against all Damages for Claims for bodily injury, death, or damage to real property or tangible physical equipment, proximately caused by the indemnifying Party in the course of performing this Agreement. 13.4 Conditions to Indemnification. The obligations set forth in this Section 13 shall apply only if (i) the indemnified Party promptly notifies the indemnifying Party in writing of a claim upon learning of or receiving the same; (ii) the indemnified Party provides the indemnifying Party with reasonable assistance requested by the indemnifying Party, at the indemnifying Party's expense, for the defense and settlement, if applicable, of any claim; and (iii) the indemnified Party provides the indemnifying Party with the exclusive right to control and the authority to settle any claim. 13.5 Sole and Exclusive Remedies. THE RIGHTS AND OBLIGATIONS IN THIS SECTION 13 ARE THE INDEMNIFYING PARTY'S SOLE AND EXCLUSIVE OBLIGATIONS, AND THE INDEMNIFIED PARTY'S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY SUCH CLAIMS.

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

14. Relationship of the Parties The parties to this Agreement are independent contractors. No relationship of principal to agent, master to servant, employer to employee, or franchisor to franchisee is established hereby between the parties. Neither party has the authority to bind the other or incur any obligation on the other's behalf. Any agreement for the sale of Products negotiated or executed between the Reseller and a Customer shall be binding upon the Reseller alone. The Reseller is not authorized to, and shall not, enter into any contracts nor make any other commitments on behalf of or in the name of Todos, unless expressly authorized in writing to do so by Todos. Reseller shall not incur any liabilities, obligations, or commitments on behalf of Todos. 15. Miscellaneous 15.1 Entire Agreement. This Agreement, including its exhibits, constitutes the entire agreement between the parties concerning the subject matter hereof, and supersedes all prior or contemporaneous statements, representations, discussions, negotiations, and agreements, both oral and written. 15.2 Amendments or Waiver. This Agreement may not be amended or modified except in a writing signed by authorized officers of both parties. No order, invoice, or similar document will modify the terms of this Agreement even if accepted by the receiving party. 15.3 Severability. In the event that any one or more of the provisions of this Agreement shall be found to be illegal or unenforceable, this Agreement shall nevertheless remain in full force and effect, and such term or provision shall be deemed severed unless such severance defeats the purpose of this Agreement or results in substantial injustice to one of the parties. 15.4 No Waiver. Neither of the party's rights to enforce provisions of this Agreement shall be affected by any prior course of dealing, waiver, delay, omission, or forbearance. 15.5 Assignment. This Agreement and the rights granted hereunder shall not be assigned, encumbered by security interest or otherwise transferred by the Reseller without the prior written consent of Todos, except for the assignment or transfer of rights to a subsidiary company or an affiliated company. 15.6 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, and the courts of Tel-Aviv, Israel 15.7 Arbitration. Any dispute, controversy, or claim relating to, connected with, or arising out of this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Law, before a single arbitrator to agreed upon by both parties and in lack of such agreement as to the identity of the arbitrator, each side shall be eligible, within 7 days of any notice given by any party to the other, to request that the head of the Tel-Aviv Bar Association appoint said arbitrator. [Remainder of Page Left Blank]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. Todos Medical Ltd. Care G. B. Plus Ltd. /s/ Herman Weiss /s/ Assaf Gold Name: Herman Weiss Name: Assaf Gold Title: CEO Title: Manager Date: 20/12/2018 Date: 20/12/2018 Lists of Exhibits: Exhibit A: The Products Exhibit B: The Laboratory Exhibit C: Commercialization Timetable

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

EXHIBIT A THE PRODUCTS Each unit of Product consists of one Physician Kit and one Laboratory Kit. TM-B1 breast cancer screening test and TB-B2 breast cancer diagnostic test General Information: Physician Kit: Laboratory Kit: The Laboratory Kit consists of the Isolation Kit and the Analysis Kit. Isolation Kit: Item 7 (page 8) in the Isolation Kit are items that are not provided with the kit and the Reseller is responsible to purchase these items. Analysis Kit: Item 7 (page 8) in the Analysis Kit are the items that are not provided with the kit and the Reseller is responsible to purchase these items. Components with an expiration date: [please insert]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

EXHIBIT B THE LABORATORY [please insert description of the laboratory and its components]

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Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

EXHIBIT C COMMERCIALIZATION TIMETABLE Milestone Target Date Todos to obtain AMAR approval Q3 2019 Reseller to set-up a diagnostic Laboratory (internal or external) that complies with the requirements in the TM-B2 Isolation Kit Instruction for Use. Q3 2019 Reseller to commence 30-50 Women Pilot Trial. Isolation at Reseller's lab, and FTIR analysis at Todos's facility. Q3 2019 Reseller to commence commercial sales. Q4 2019 Todos to provide kits and computer analysis of files. Q4 2019 14

Source: TODOS MEDICAL LTD., 20-F, 3/28/2019

SOLUTION: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

PROBLEM: Execution Copy

CO-BRANDING AND SERVICES AGREEMENT

Co-Branding and Services Agreement, effective as of October 1, 1999 (this Agreement), between RSL COM PrimeCall, Inc., a Delaware corporation (PrimeCall), and deltathree.com, Inc. (formerly known as Delta Three, Inc.), a Delaware corporation (DeltaThree).

W I T N E S S E T H :

WHEREAS, PrimeCall is a leading provider and distributor of prepaid calling cards;

WHEREAS, DeltaThree is a leading on-line provider of Internet Protocol (IP) communications services and utilizes the Internet and networks based on IP to provide telecommunications products and services;

WHEREAS, each of PrimeCall and DeltaThree desires to co-brand a DeltaThree prepaid IP telephony calling card (the Calling Card);

WHEREAS, PrimeCall desires to begin selling and advertising its prepaid calling products on-line utilizing the Internet;

WHEREAS, PrimeCall has agreed to provide to DeltaThree certain services in connection with the Calling Card and DeltaThree has agreed to provide certain services in connection with the development of an on-line business to PrimeCall.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows:

ARTICLE I [Term]

Term

Section 1.01. Term. The term of this Agreement shall be effective as of the date first stated above and shall continue for a term of three (3) years, unless terminated earlier in accordance with the provisions of this Agreement (the Term); provided, however, that PrimeCall may elect to terminate this Agreement, upon thirty (30) days' written notice, at any time from and after the time that collectively RSL Communications, Ltd. and/or its Affiliates holds less than fifty percent (50%) of the voting control of DeltaThree's outstanding shares. Affiliate as used in this Agreement shall mean any person directly or indirectly controlling or controlled by or under direct or indirect common control with such person.

ARTICLE II [Co-Branding of Calling Card and Joint Marketing]

Co-Branding of Calling Card and Joint Marketing

Section 2.01 [Calling Card]. Calling Card. PrimeCall and DeltaThree shall jointly develop a DeltaThree prepaid calling card product (or modify and improve an existing PrimeCall product) which bears the logos of each of DeltaThree and PrimeCall. In order to lower the cost structure and increase the competitiveness of the Calling Card, DeltaThree and PrimeCall shall each use their reasonable best efforts to increase the percentage of the traffic derived from the use of the Calling Card which will be carried via the DeltaThree Network. For purposes of this Agreement, the DeltaThree Network shall mean Internet Protocol (IP) communications services, which utilize the Internet and networks, based on IP to provide telecommunications products and services. It is fully understood that the Calling Card is a DeltaThree product and accordingly all revenues derived therefrom will inure to the benefit of DeltaThree.

Section 2.02 [On-Line Marketing]. On-Line Marketing. Each of PrimeCall and DeltaThree agree to place, in a prominent location, a link on its home page website to the other's home page website.

Section 2.03 [Limited License]. Limited License. Throughout the Term of this Agreement, the parties hereby agree to grant to each other a limited license to use each other's proprietary marks solely in connection with the sale, distribution, marketing and promotion of each party's calling cards by the other party. Both parties hereto shall exercise such license in compliance with the quality and other standards established by the party owning such marks. Except as set forth herein, neither party shall use the other party's proprietary marks without the prior, express, written consent of the other party. All rights to either party's proprietary marks shall remain with the owner of the marks.

ARTICLE III [Services Provided by PrimeCall]

Services Provided by PrimeCall

Section 3.01 [Printing of Calling Cards]. Printing of Calling Cards. PrimeCall shall negotiate and

Source: DELTATHREE INC, S-1/A, 11/2/1999

contract on behalf of DeltaThree for the printing of the Calling Cards. PrimeCall will afford DeltaThree with the benefit of any discount pricing it receives with respect to the printing of its own calling cards. All agreements with respect to the printing of the Calling Cards shall be approved in advance by DeltaThree. DeltaThree shall reimburse PrimeCall for all costs incurred by PrimeCall in connection with the manufacturing and printing of the Calling Cards.

Section 3.02 [Toll-Free Access Number]. Toll-Free Access Number. PrimeCall shall procure on behalf of DeltaThree a unique toll-free 800 access number for users of the Calling Card. DeltaThree shall be responsible for all costs in connection therewith.

Section 3.03 [Pricing and Marketing]. Pricing and Marketing. PrimeCall shall provide DeltaThree with pricing and marketing services in connection with the Calling Card, including without limitation, developing a cost structure for the sale of the Calling Cards, pricing specific routes and determining discount rates. DeltaThree shall be responsible for all costs in connection therewith.

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Section 3.04 [Sales and Distribution]. Sales and Distribution. PrimeCall's sales force shall assist in selling the Calling Card and PrimeCall shall handle all aspects of the distribution of the Calling Card, including without limitation, the negotiation of agreements with distributors, inventory control, billing and collections. All such agreements shall be approved in advance by DeltaThree. DeltaThree shall be responsible for all costs in connection with such sales and distribution efforts.

Section 3.05 [Customer Service]. Customer Service. PrimeCall shall negotiate and contract on behalf of DeltaThree to out-source customer service for users of the Calling Card. DeltaThree shall reimburse PrimeCall for all customer service expenses directly related to users of the Calling Card. Notwithstanding the foregoing, the level of customer service shall be subject to the approval of DeltaThree.

Section 3.06 [Reporting]. Reporting. On or before the tenth day of each calendar month, PrimeCall shall prepare for DeltaThree a report detailing the total revenues and expenses associated with the sale and use of the Calling Cards in the previous month. In the event that DeltaThree disputes any amounts set forth on the report, DeltaThree shall provide PrimeCall with written notice of such dispute, which notice shall detail the reasons for the dispute, within seven (7) days of its receipt thereof. The parties shall negotiate in good faith to resolve any such disputes.

Section 3.07 [Procedures]. Procedures. The services to be provided by PrimeCall in accordance with this Article III [Services Provided by PrimeCall] shall be provided to DeltaThree in accordance with reasonable procedures for operation and may be changed from time to time if agreed upon by each of PrimeCall and DeltaThree.

ARTICLE IV [Services Provided by DeltaThree]

Services Provided by DeltaThree

Section 4.01 [Web Site Development and Services]. Web Site Development and Services. Within three (3) months of the date hereof, DeltaThree shall establish and administrate a PrimeCall web site (the PrimeCall Web Site) in consultation with PrimeCall which will enable PrimeCall to market and sell its calling cards via the World Wide Web and provide on-line support for such sales. The PrimeCall Web Site shall be a fully functional e-commerce site, with all ordering and billing performed on-line. DeltaThree shall provide ongoing upgrades to the PrimeCall Web Site, shall develop a database for the PrimeCall Web Site, and shall oversee all billing, collections and fulfillment for on-line orders. PrimeCall shall establish its own merchant account with Citibank or another accredited United States banking institution and provide DeltaThree with all information pertaining to such account to enable DeltaThree to process all on-line credit card transactions for PrimeCall. PrimeCall shall be fully liable for all charge-backs, refunds and commission payments associated with the processing of PrimeCall's on-line credit card transactions by DeltaThree. DeltaThree shall establish for PrimeCall an on-line interactive center whereby PrimeCall shall be able to monitor the on-line sales of its calling cards. All calling card and pricing information shall be

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provided by PrimeCall. DeltaThree shall be responsible for all costs and expenses in connection with the operation and maintenance of the PrimeCall Web Site and the services provided pursuant to this Section 4.01 [Web Site Development and Services] shall be provided at no additional cost to PrimeCall; provided, however, that PrimeCall shall be fully responsible for all costs associated with the purchase of hardware, software and domain names related to the PrimeCall website. PrimeCall agrees to cooperate and provide necessary support to assist DeltaThree in providing the services under this Section 4.01 [Web Site Development and Services] and shall be responsible for supplying DeltaThree with the content and graphics (look and feel) of the PrimeCall website. In addition, upon the execution of this Agreement, each party shall appoint an account manager to work directly on the implementation of this Agreement.

Section 4.02 [Reporting]. Reporting. On or before the tenth day of each calendar month, DeltaThree shall prepare for PrimeCall a report detailing the total

Source: DELTATHREE INC, S-1/A, 11/2/1999

revenues and expenses associated with the sale of PrimeCall's calling cards via the World Wide Web in the previous month. In the event that PrimeCall disputes any amounts set forth on the report, PrimeCall shall provide DeltaThree with written notice of such dispute, which notice shall detail the reasons for the dispute, within seven (7) days of its receipt thereof. The parties shall negotiate in good faith to resolve any such disputes.

Section 4.03 [Advertising and Promotion]. Advertising and Promotion. In addition to the link provided pursuant to Section 2.02 [On-Line Marketing] hereof, DeltaThree shall develop internet advertisements for PrimeCall and shall provide 500,000 advertising impressions on the DeltaThree home page during each month of the Term of this Agreement in the form of banners, box ads, or the equivalent. DeltaThree shall also conduct certain mutually agreed to targeted e-mail promotions upon the request of PrimeCall. The services provided pursuant to this Section 4.03 [Advertising and Promotion] shall be provided at no additional cost to PrimeCall.

ARTICLE V [Payments]

Payments

Section 5.01. Payment Terms. Any amounts due hereunder shall be calculated and paid in U.S. dollars on a monthly basis within twenty-five (25) business days following the receipt of the reports detailed in Sections 3.06 [Reporting] and 4.02 [Reporting] hereof or any other invoices provided for herein. All payments shall be made via wire transfer in accordance with written instructions from the parties.

ARTICLE VI [Termination]

Termination

Section 6.01 [Termination for Cause]. Termination for Cause. In the event that either PrimeCall or DeltaThree materially breaches any of its duties or obligations hereunder, which breach shall not be cured within thirty (30) days after written notice is given to the breaching party specifying the breach, then either PrimeCall or DeltaThree, as the case may be, may, by giving written notice thereof to the other, terminate this Agreement as of a date specified in such notice of termination, which

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date shall be no earlier than ten (10) days after the date of such notice.

Section 6.02 [Termination for Bankruptcy]. Termination for Bankruptcy. In the event of the Bankruptcy (as hereinafter defined) of either PrimeCall or DeltaThree, then the non-bankrupt party may, by written notice thereof to the party in Bankruptcy, terminate this Agreement as of a date specified in such notice of termination, which date shall be no earlier than ten (10) days after the date of such notice. For the purposes of this Agreement, Bankruptcy shall mean the happening of any of the following: (i) the filing of an application for, or a consent to, the appointment of a trustee for all or substantially all of the relevant party's assets, (ii) the filing of a voluntary petition in bankruptcy, or the filing of a pleading in any court of record admitting in writing the relevant party's inability to pay its debts generally as they come due, (iii) the making of a general assignment for the benefit of creditors, (iv) the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating the relevant party a bankrupt, or appointing a trustee of all or substantially all of such party's assets unless such order, judgment or decree is vacated or stayed on appeal within thirty (30) days or (v) the filing of an involuntary case or other proceeding against the relevant party seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law, which case or proceeding shall not have been dismissed within sixty days after filing.

Section 6.03 [Effect of Termination]. Effect of Termination. In the event of the termination of this Agreement, all rights and obligations of PrimeCall and DeltaThree shall terminate as of the effective date of such termination, except that (i) such termination shall not constitute a waiver of any rights that either PrimeCall or DeltaThree may have by reason of a breach of this Agreement, (ii) such termination shall not constitute a waiver of any right to receive payments that are due and owing pursuant to this Agreement and (iii) the provisions of Article VII [Limited Warranty] shall continue in full force and effect.

ARTICLE VII [Limited Warranty]

Limited Warranty

Section 7.01 [Disclaimer of General Warranty by PrimeCall]. Disclaimer of General Warranty by PrimeCall. PRIMECALL MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO EVENT SHALL PRIMECALL BE LIABLE TO DELTATHREE FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT DELTATHREE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF PRIMECALL FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, DELTATHREE'S DIRECT DAMAGES.

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Source: DELTATHREE INC, S-1/A, 11/2/1999

Section 7.02 [Disclaimer of General Warranty by DeltaThree]. Disclaimer of General Warranty by DeltaThree. DELTATHREE MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE. IN NO EVENT SHALL DELTATHREE BE LIABLE TO PRIMECALL FOR ANY SPECIAL, INCIDENTIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUES OR DATA WHETHER BASED ON BREACH OF CONTRACT, TORT OR OTHERWISE, WHETHER OR NOT PRIMECALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LIABILITY OF DELTATHREE FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, PRIMECALL'S DIRECT DAMAGES.

Section 7.03 [General Network Disclaimer] General Network Disclaimer. NEITHER PARTY REPRESENTS OR WARRANTS THAT ITS NETWORK, GATEWAYS OR, THE SERVICES PROVIDED HEREUNDER ARE COMPLETELY ERROR FREE OR WILL OPERATE WITHOUT PACKET LOSS OR INTERRUPTION NOR DO THEY WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET.

ARTICLE VIII [Confidentiality]

Confidentiality

Section 8.01 [Confidentiality]. Confidentiality. PrimeCall and DeltaThree each agree that for the longest period permitted by law each shall hold in strictest confidence and, without the prior written approval of the other party hereto, not to use for their own benefit or the benefit of any party other than the other party hereto, or disclose to any person, firm or corporation other than such party (other than as required by law) any confidential proprietary information concerning the business and affairs of the other party hereto; provided, however, that the foregoing limitations and restrictions shall not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by the directors, officers, shareholders, partners, affiliates, employees, agents or advisors of PrimeCall or DeltaThree, as the case may be, or (ii) is or becomes available to PrimeCall or DeltaThree on a non-confidential basis from a source other than the other party hereto or any of its advisors, agents or affiliates, provided that such source is not known by PrimeCall or DeltaThree, as the case may be, to be bound by a confidentiality agreement with or other obligation of secrecy to the other party hereto. Each of PrimeCall and DeltaThree recognize that the absence of a time limitation in this Section 8.01 [Confidentiality] is reasonable and properly required for the protection of the other party hereto and in the event that the absence of such limitation is deemed to be unreasonable by a court of competent jurisdiction, PrimeCall and DeltaThree each agree and submit to the imposition of such a limitation as said court shall deem reasonable.

Section 8.02 [Confidentiality]. Equitable Remedies PrimeCall and DeltaThree each specifically recognize that any breach of Section 8.01 [Confidentiality] will cause irreparable injury to the other party hereto and that actual damages may be difficult to ascertain, and in any event, may be inadequate. Accordingly

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(and without limiting the availability of legal or equitable, including injunctive, remedies under any other provisions of this Agreement), each of PrimeCall and DeltaThree agrees that in the event of any such breach, the other party hereto shall be entitled to injunctive relief in addition to such other legal and equitable remedies that may be available. In addition, PrimeCall and DeltaThree each agree that the provisions of Section 8.01 [Confidentiality] shall be considered separate and apart from the remaining provisions of this Agreement and shall be enforced as such.

ARTICLE IX [Miscellaneous]

Miscellaneous

Section 9.01 [Further Assurances]. Further Assurances. Each party will, at any time and from time to time after the date hereof, upon the request of the other, do, execute, acknowledge and deliver, or shall cause to be done, executed, acknowledged and delivered, all such other instruments as may be reasonably required in connection with the performance of this Agreement and each shall take all such further actions as may be reasonably required to carry out or further effect the transactions contemplated by this Agreement. Upon request, DeltaThree and PrimeCall will cooperate, and will use their respective best efforts to have their respective officers, directors and other employees cooperate, at the requesting parties' expense, during and after the Term in furnishing information, evidence, testimony and other assistance in connection with any actions, proceedings, arrangements or disputes involving DeltaThree and/or PrimeCall.

Section 9.02 [Survival of Representations]. Survival of Representations. All statements, certifications, indemnifications, representations and warranties made by the parties to this Agreement in this Agreement or in any certificate or list delivered pursuant hereto, and their respective obligations to be performed pursuant to the terms hereof and thereof, shall survive the Term notwithstanding (a) any examination or audit by or on behalf of any party hereto and (b) any notice of a breach or of a failure to perform not waived in writing.

Section 9.03 [Notices]. Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed given or delivered (i) when delivered personally or by private courier, (ii) when actually

Source: DELTATHREE INC, S-1/A, 11/2/1999

delivered by registered or certified United States mail, return receipt requested and postage prepaid or (iii) when sent by telecopy (provided, that, it is simultaneously electronically confirmed), addressed as follows:

If to DeltaThree:

430 Park Avenue, 5th Floor New York, NY 10022 Fax No.: 212-588-3674 Attention: Chief Financial Officer

With a copy to:

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430 Park Avenue, 5th Floor New York, NY 10022 Fax No.: 212-588-3674 Attention: General Counsel

If to PrimeCall:

430 Park Avenue, 5th Floor New York, NY 10022 Fax No.: (212) 588-3601 Attention: President

With a copy to:

430 Park Avenue, 5th Floor New York, NY 10022 Fax No.: 212-588-3601 Attention: General Counsel

or to such other address as such party may indicate by a notice delivered to the other party hereto pursuant to the terms hereof.

Section 9.04 [Independent Contractors]. Independent Contractors. At all times the parties hereto shall be considered independent contractors and this Agreement shall not create any agency, partnership or employment relationship between the parties. Except as specifically set forth herein, neither party shall have the right to act for or on behalf of or in the name of the other party.

Section 9.05 [No Modification Except in Writing]. No Modification Except in Writing. This Agreement shall not be changed, modified, or amended except by a writing signed by the party to be charged and this Agreement may not be discharged except by performance in accordance with its terms or by a writing signed by the party to be charged.

Section 9.06 [Waivers]. Waivers. The waiver, express or implied, by a party hereto of any rights hereunder or of any failure to perform or breach hereof by the other party shall not constitute or be deemed a waiver of any other right hereunder or any other failure to perform or breach hereof by the other party, whether of a similar or dissimilar nature.

Section 9.07 [Entire Agreement]. Entire Agreement. This Agreement and all other documents to be delivered in connection herewith set forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between them.

Section 9.08 [Severability]. Severability. If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected unless the provision held invalid shall substantially impair the benefits of the remaining portions of this Agreement.

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Section 9.09 [Assignment]. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned by DeltaThree without the prior written consent of PrimeCall. PrimeCall may assign this Agreement to any affiliate of PrimeCall or in connection with a merger or consolidation of PrimeCall or a sale of all or substantially all of PrimeCall's business. Except as provided in the preceding sentence, this Agreement may not be assigned by PrimeCall without the prior written consent of DeltaThree.

Section 9.10 [Publicity; Announcements]. Publicity; Announcements. Except to the extent required by law, all publicity related to the transactions contemplated hereby shall be subject to the mutual approval of the parties hereto and, except as otherwise may be required by law, no public announcement of any of the transactions contemplated hereby will be made by either party hereto without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld.

Section 9.11 [Governing Law]. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to the conflict of laws principles thereof. For purposes of this

Source: DELTATHREE INC, S-1/A, 11/2/1999

Agreement, each party hereby irrevocably submits to the nonexclusive jurisdiction of the courts of the State of New York, sitting in New York County, and the courts of the United States for the Southern District of New York. Each party irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court, any claim that any such suit, action or proceeding brought in such a court has been brought in an inconvenient forum and the right to object, with respect to any such suit, action or proceeding brought in any such court, that such court does not have jurisdiction over such party. In any such suit, action or proceeding, each party waives, to the fullest extent it may effectively do so, personal service of any summons, complaint or other process and agrees that the service thereof may be made by certified or registered mail, addressed to such party at its address set forth in Section 9.03 [Notices]. Each party agrees that a final non-appealable judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding.

Section 9.12 [Captions]. Captions. The captions appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope and intent of this Agreement or any of the provisions hereof.

Section 9.13 [Third Parties]. Third Parties. There are no intended third party beneficiaries to this Agreement.

Section 9.14 [Counterparts]. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original.

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

RSL COM PRIMECALL, INC.

By --------------------------------- Name: Arnold Goodstein Title: President and CEO

DELTATHREE.COM, INC.

By --------------------------------- Name: Amos Sela Title: President and CEO

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Source: DELTATHREE INC, S-1/A, 11/2/1999

SOLUTION:
Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party's obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.