Marketing Agreement THIS AGREEMENT (hereinafter referred to as the “Agreement”) is made on 18-11-2020 (hereinafter referred to as the “Commencement Date”), BETWEEN: Hamza Najam a company incorporated under the Laws of PK, havingits registered office situated house number 25, street number 25-A,, Wassan Pura, Lahore, Punjab (hereinafter referred to as the “Company”), and OTB Algo Ltd, a company incorporated in Israel, with registration number 515034666, having its registered office situated at 2 Granit St. Petach Tikva, 4951446 Israel (hereinafter referred to asthe “Client”). ‘The Company and the Client are hereinafter, wherever the context requires, referred to collectively as the “Parties” and individually as the “Party”. WHEREAS: ‘The Company isa Marketing company. The Client isan international firm providing marketing services in a wide range of activities. The Client wishes to be granted by the Company certain marketing services for the promotion of the Client's business and activities (hereinafter referred toas the “Services” and the Company agrees to provide such Services, all as set forth in this Agreement. The Parties wish to set down in wi the Company tothe Principal a ing their Agreement with regard to the provision of the Services by accordance with the terms and conditions of this Agreement. ITIS HEREBY AGREED as follows: 1. Terms of the Agreement 1.4. This Agreement is effective as of the day of signing of the present Agreement (hereinefter referred to as the “Effective Date’), 1.2. The Parties hereby state, declare, agree that, henceforth, they are only bound by the terms and purposes of the present Agreement, and the present Agreement supersedes any and all prior written or verbal agreements. representations, understandings and/or otherwise between the Parties, regarding the subject matter hereof. 2. Obligations and Representations of the Company 2.1. The Company will provide the Client with the Services, as the said Services are describedin this Agreement. 2.2. The Company will provide the Client with its full support with regards to the Services to be provided.2.3. The Company shall comply with the Client's reasonable instructions regarding the performance of the Services, as such instructions may be provided from time to time in accordance with the provisions of the present Agreement by the Client to the Company, provided that the Client shall reimburse the Company for any and all additional costs and/ or expenses incurred by the aforementioned Party asa result of such instructions provided by the Client. 2.4. The Company shall, upon the Client's reasonable request, provide the Client with any information and/ or explanations, for the purpose of ascertaining the performance by the Company of its obligations pursuant to the present Agreement. 3. Obligations and Representations of the Client 3.1. The Client undertakes to actively collaborate with the Company for the provision of the Services. 3.2. The Client undertakes to make avallable to the Company andall information deemed necessary in order for the Company to provide the Client with the Services hereunder, in order to fulfil its obligations under the present Agreement. 3.3. The Parties undertake not to cause and/or permit actions that may cause the breach or damage of any industrial, intellectual property rights of the other Party, its licensors and/or any other associated third party. The Parties to the Agreement undertake to notify the other Party if any infringement of such rights is suspected. If such rights are infringed due to a breach of this Agreement, each of the Parties are liable for any loss suffered to the other Party on a full indemnity basis. 3.4. The Client shall inform the Company promptly in writing of anything which may prevent the Client from fulfiling its obligations in accordance with this Agreement, and/ or of any non-compliance with the obligations herein. 3.5. Both parties agree and declare that they are solely responsible for obtaining and maintaining, at their own cost, any Regulatory License that may be required in relation to offers made to the market throughout the effective term of this Agreement, 3.6. The Client shall promptly inform the Company of any non-compliance, suspected non-compliance, including, without limitation, any investigation commenced by any governmental agency related to the Client's potential compliance and/ or non- compliance, which non-compliance and/or suspected non- compliance may affect andy or delay the provision of the Services by the Company to the Client. 4, Relationship Management 4.1. The Parties shall each appoint a representative, who shall be the authorized representative of that Party and empowered to act on its behalf in connection with this Agreement (the “Authorized Representative"). The identity of an Authorized Representative may be amended at any time by the Party appointing such Authorized Representative, subject to the provision of a notice in writing being provided tothe other Party within two (2) business days of such change. 4.2. Other representatives whom the Parties may reasonably require, shall attend meetings or participate in communications in addition to the Authorized Representatives. 4.3. The Authorized Representatives shall use all reasonable efforts to resolve complaints made by either Party in relation to this Agreement and will negotiate in good faith and takeall reasonable steps to remedy such complaints. 5 Guidelines regarding Sales and Marketing Activities5.1. Client's customers’ accounts ‘The Company and its employees are strictly forbidden from accessing the Client's customers’ accounts in any manner, except for via the admin access provided to the Company, for informative purposes only, as provided in this Agreement. 5.2. Advertising guidelines Advertising materials, marketing materials, publications and all marketing operation related issues will comply, where required, with the Regulator's marketing guidelines, in case the Company markets or promotes the regulated Client's website. If, for any reason, the Client will be approached by any Regulator with regards to any complaint concerning the Company's operations, publications, advertising or any marketing activity, the Company will be obligated to disclose to the Client all Information related to the complaint and act according to guidelines from the Client and the Regulator. 5.3. Promotion of the Client's Business ‘The Company shall ensure that any materlals utilized in promoting the client's business are Inter alla not libelous, obscene, sexually explicit, violent, or otherwise illegal, and do not infringe any intellectual property or other rights of third parties. 6.Li itation of Liability 6.4. The Parties hereto hereby warrant, guarantee and irrevocably undertake to indemnify and hold harmless each Party and its officers, directors, employees, and agents against all costs, expenses, fines, penalties, losses, judgments, damages, liabilities and other amounts (including without prejudice to the generality of the foregoing, lawyers, actuaries’, accountants’ and experts‘ fees and settlement amounts) arising out of any demand, suit, claim or proceeding in connection with this Agreement and resulting from (i) any failure of the Company to comply with any or all of the terms of this Agreement, (ii) any breach of any representation or warranty by the Company, or (iii) any act or omission by the Company, subsidiary or any officer, director, employer or agent of each of the foregoing. 6.2. Each Party's agreement to indemnify, defend, and hold harmless the other Party against third party claims is conditioned on the indemnified Party (i) providing written notice to the indemnifying Party of any claim, demand or action arising out of the indemnified activities within ten (10) days after the indemnified Party has knowledge of such claim, demand or action; (ii) permitting the indemnifying Party to assume full responsibility to investigate, prepare for and defend against any such claim, demand or action; (i assisting the indemnifying Party, at the indemnifying Party's reasonable expense, in the investigation of, preparation for and defense of any such claim, demand or action; and (iv) not compromising or settling such claim, demand or action without the indemnifying Party's prior written consent. Each of the Parties undertakes to make all reasonable commercial efforts to mitigate any losses which form the basis toan indemnification claim hereunder. 7.Force Majeure Without prejudice to Clause 9 of the Agreement, it is agreed by the Parties that either Party shall not be liable for any failure, hindrance or delay in performing its obligations under the Agreement where such failure, hindrance or delay arises directly or indirectly from circurnstances beyond its reasonable control, provided that the Party promptly notifies the other Party giving full particulars of the circumstances as soon as identified. 8. Independent ContractorThe Company is an independent contractor andas such shall not have any power and/or authority to act on behalf of the Client, nor proceed with the conclusion of any express, implied agreement, arrangement, commitment and/ or assume any action, incur any debt, make any representations on behalf of the Client, and the present Agreement shall relevantly be deemed not to create any relationship between the Parties which may be regarded as a partnership, franchise, joint venture, agency and/or employment relationship. 9. Proprietary Rights The Parties agree that the Client will remain the sole owner of any data, files, documents and/or material that the Company will produce for the purpose of this Agreement during the provision of the Services. 10. Term and Termination Either Party may terminate this Agreement through the provision of a fifteen (15) days prior written notice to the other Party. 11. Charges and Costs In consideration of the Services provided under this Agreement, the Client shall pay tothe Company the fees and any applicable excess fees defined and set forth in Appendix (the “Commercial Terms Exhibit’), which may be amended from time to time by an addendum to this agreement signed by both parties, and such terms will be in force from that date. Any addendum to this Agreement may only modify the specific terms described in Appendix A with all other terms remaining in full force and effect. 12. Notices and Invoices All notices, invoices, requests and other communications by one Party to the other shall be in wri (including electronic mail) and shall be provided to the addresses of the Parties provided (if such addresses have not been changed through the provision of a written notice provided by either Party to the other Party). Notices shall be treated as received, as follows: if delivered by hand, when delivered; if sent by registered/recorded post, upon being received and signed for; if sent by confirmed e-mail, when acknowledged/confirmed by the receiving Party. Any notices that would be treated as received out of the acceptable business hours shall be deemed to be provided to either Party on the next business day. 13. Amendments No modifications and/ or amendments to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and signed by a duly Authorized Representative of the Parties hereto. 14. Assignment The Parties shall not assign or transfer or purport to assign or transfer this Agreement, in whole or in part, or any rights or obligations hereunder, without prior written consent of other Party to the Agreement. 15. Confidentiality 15.1. Confidential Information’ means any and all information related to the current, future, proposed business, products and/or services of either Party that is disclosed to the other Party or to which either Party obtains access asa result of the present Agreement, and shall include, without limitation, third Parties information, trade secrets, costs, customer lists, personnel, know- how and/ or any and all data relating to the Services.15.2. Notwithstanding the foregoing, Confidential Information shall not include information that: Before or after it was disclosed to the recipient of such information, the said information was entered into the public domain not as a result of any act and/or omission of either Party to the agreement. * Is approved for public release through the provision of awritten authorization issued by either Party to the other Party; Is disclosed to the recipient of the information by a third party not in violation of any obligation of confidentiality. * Is independently developed by the receiving Party of the Confidential Information without reference and/or dependence to any of the Confidential Information received by the disclosing Party. 15.3. Neither Party shall disclose to any party, unless required to do so by any Law, Order andor Regulation, any information relating to the business or other matters of a confidential nature of the other Party of which it may in the course of its duties or otherwise become possessed, and each Party shall use all reasonable endeavors to prevent any such disclosure. The same confidentiality obligations shall apply toany subcontractors or third-party staff. The Party that sub-contracts or calls for third party intervention must ensure the conformity with these confidentiality obligations. 15.4. Without prejudice to Clause 10, the confidentiality obligations provided pursuant to Clause 15 of the Agreement shall bein force for 3 years after the termination and/ or expiration of the present Agreement. 15.5. Through the provision of a 15 (fifteen) day notice to either Party any and all Confidential Information and/or copies thereof shall be returned to the disclosing Party. The Party returning such Confidential Information to the other Party shall then certify the same in writing and shall state that no copies have been retained by the Party returning the Confidential Information to the other Party. However, either Party may archive any Confidential Information in accordance with applicable Regulatory and/or Legal requirements. 16. Data Processing 16.1 Definitions © “Data Subject’ any natural person; © “Controller” is the Client; * “Personal Data’ -the meaning set out in the Law on Processing of Personal Data (Protection of Individuals) 138 (|) of 2001 and Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data on the free movement of such data, and repealing Directing 95/46/EC and relates only to personal data of which the controller is the data controller; © “Processing” and “Process” and “Processor” - has the meaning set out in the Law on Processing of Personal Data (Protection of Individuals) 136 (1) of 2001 and Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data on the free movement of such data, and repealing Directing 95/46/EC. 16.2 The Parties agree that all personal data shall be exchanged in accordance with the Client's terms and conditions of this clause. 16.3 Obligations of the Processor: (a) It shall request Personal Data by the Controller in writing and allow reasonable time for their submission; (b) It shall process the Personal Data strictly in accordance with the terms and conditions and the terms of this Agreement with due care and skill and the Controller's instructions from time to time: and(c) It has full legal authority to enter into this Agreement; (d) It has in place appropriate safeguards and measures in order to protect all Personal Data. 16.4 The Processor shall ensure that only such of its employees who be required by the Processor to assist it in meeting its obligations under this Agreement shall have access to the Personal Data. 16.5 The Processor hereby confirms thatit has obtained the Data Subject's signed consent for all personal data in Processor's possession, and Processor agrees to assist the Controller promptly with all subject access requests which may be received from Data Subjects. 16.6 The Processor undertakes that it shall not use the Personal Data for any purposes which may be inconsistent with those notified to the Data Subject. 16.7 The Processor undertakes not to disclose the Personal Data to e third party in any circumstances other than at the specific request of the Controller or as otherwise specified in this Agreement. 16.8 The Processor shall promptly carry out any request from the Controller requiring the Processor to amend, transfer or delete the Personal Data or any part of the Personal Data. 16.9 The Processor shall notify the Controller Immediately upon recelving any notice or communication from any supervisory or government body which relates directly or indirectly to the processing of the Personal Data. 16.10 If requested in writing by the Controller from time to time, the Processor shall provide to the Controller a copy of the Personal Data in the format and on the media reasonably specified by the Controller. 16.11 If any Personal Datain the possession or control of the Processor become lost, corrupted or rendered unusable for any reason, the Processor shall promptly restore such Personal Data using its backup and/or disaster recovery procedures at no cost to the Controller. 16.12 Warranties - The Processor warrants that it will process all Personal Data in compliance with Law ‘on Processing of Personal Data (Protection of Individuals) 138 (I) of 2001 and Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data on the free movement of such data, and repealing Directing 95/46/EC. ‘The Processor warrants that it shall take appropriate technical and organizational measures against the unauthorized or unlawful processing of personal data and against the accidental loss or destruction of, or damage to, personal data (including adequate back up procedures and disaster recovery systems). 17. Choice of Law and Venue 17.1 Subject to this clause, the parties irrevocably agree that this Agreement shall be governed by, and construed solely in accordance with the Laws of the United Kingdom. The parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the parties fall to agree on the terms of settlement, either side may submit the dispute to confidential arbitration proceedings by a sole arbitrator according to ICC rules in London (if there is no other arbitration agreed between both parties), whose decision shall be final and binding. Arbitration shall be conducted in the English language.17.2 Nothing in this clause shall, or shall be construed so as to, limit the right of the Company to take Proceedings against the Client in the courts of any country in which the Client has assets or in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by applicable law. 18. Counterparts and Electronic Signatures This Agreement 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 Agreement. The counterparts of this Agreement may be executed and delivered by facsimile or other electronic means by any of the parties to any other party and the receiving party may rely onthe receipt of such document so executed and delivered by fat je or other electronic means asf the original had been received. IN WITNESS HEREOF THE PARTIES HAVE PUT THEIR HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN. Signed and delivered by: The Company: Bho Name Hamza Signature ino ro \ The Client: Signature Name Position ID# Appendix A ‘Commercial Terms Exhibit- Insertion Order This commercial Terms Exhibit is Appendix A toa Marketing Agreement (the “Primary Agreement”) dated as of the Effective Date (as defined below) (Appendix A serves asan integral part of the Marketing Agreement. Terms used but otherwise not defined herein shall have the meanings ascribed to them in the Primary Agreement. OTB Algo will pay affiliate commissions earned on a monthly basis, provided that the total commissions OTB Algo owes is greater than $500 (Five hundred United States Dollars). Accounts with a balance of less than $500 will be rolled over to the next month and will continue to rollover until such time as the $500 minimumis reached. Execution of this Commercial Terms Exhibit shall serve as extension of the Primary Agreement for all intents and purposes and may only modify the specific terms described in Appendix A of the Primary Agreement with all other terms remaining In full force and effect.Commercial Terms Exhibit- Insertion Order AFFILIATE DETAILS Affiliate Number 4606 Issue Date Affiliate Name Hamza Contact Person Status Active Affiliate Manager Related Group/Company Fees & Payments CAMPAIGN TYPE cPA Country Afghanistan Albania Algeria American Samoa Andorra Angola Anguilla Antarctica Antigua and Barbuda Argentina Armenia Aruba Australia Austria Azerbaijan Bahamas Bahrain Bangladesh Barbados 18-11-2020 Hamza Khaled Swilat 1so2 AF AL Dz AD AO Al AQ AG AR AM AW AU AT Bs BH BD BB Payout NA NA NA NA 250 NA 250 NA 250 250 NA 250 650 650 250 250 650 NA 250Belarus Belgium Belize Benin Bermuda Bhutan Bolivia Bosnia and Herzegovina Botswana Bouvet Island Brazil British Indian Ocean Territory Brunei Darussalam Bulgaria Burkina Faso Burundi ‘Cambodia ‘Cameroon Canada Cape Verde ‘Cayman Islands Central African Republic Chad Chile China Christmas Island Cocos (Keeling) Islands Colombia ‘Comoros ‘Congo ‘Congo, the Democratic Republic of the Cook Islands BY BE BZ BJ BM eT BO BA BW BV BR BN BG BF BI KH cM cA cv KY CF TD cL CN cx cc co KM cG cD cK NA 250 250 NA 250 250 250 NA NA NA 250 NA 250 250 NA 250 NA 250 250 NA 250 250 NA 250 NA NA NA 250 NA 250 250 NACosta Rica Cote D'ivoire Croatia ‘Cuba Cyprus Czech Republic Denmark, Djibouti Dominica Dominican Republic Equador Egypt El Salvador Equatorial Guinea Eritrea Estonia Ethiopia Falkland Islands (Malvinas) Faroe Islands Fiji Finland French Guiana French Polynesia French Southern Territories Gabon Gambia Georgia Germany Ghana Gibraltar Greece Greenland cR cl HR cu cy cz DK Db DM bo EC EG GQ ER EE ET FK FO FD FI GF PF TF GM GE DE GH Gl GR GL 250 NA 250 250 250 250 250 250 250 250 250 NA 250 NA NA 250 NA NA 250 250 250 250 NA NA 250 NA NA 250 250 250 250 250Grenada Guadeloupe Guam Guatemala Guinea Guinea-Bissau Guyana Haiti Heard Island and Mcdonald Islands Holy See (Vatican City State) Honduras HongKong Hungary Iceland India Indonesia Iran, Islamic Republic of Iraq Ireland Italy Jamaica Japan Jordan Kazakhstan Kenya Kiribeti Korea, Democratic People's Republicof Korea, Republic of Kuwait Kyrgyzstan Lao People's Democratic Republic Latvia GD GP GU GT GN cw HT HM VA HN HK HU IN ID IR JM JP JO KZ KE KI KP KR kw KG LA iv 250 250 NA 250 250 NA NA 250 NA NA 250 250 250 250 150 250 NA NA 250 650 250 250 NA 250 150 NA NA 250 650 NA NA 250Lebanon Lesotho Liberia Libyan Arab Jamahiriya Liechtenstein Lithuania Luxembourg Macao Macedonia, the Former Yugoslav Republic of Madagascar Malawi Malaysia Maldives Mali Malta Marshall Islands Martinique Mauritania Mauritius Mayotte Mexico Micronesia, Federated States of Moldova, Republic of Monaco Mongolia Montserrat Morocco Mozambique Myanmar Namibia Nauru Nepal LB Ls LR ly u ur Lu Mo. MK MG Mw MY MV ML MT MH MQ MR MU Mx FM MD MC MN Ms MA MZ MM NA NR NP. NA NA NA NA 250 250 250 250 250 NA NA 250 250 250 250 NA 250 NA 250 NA 250 NA NA 250 NA NA 250 NA NA 250 NA NANetherlands Netherlands Antilles New Caledonia New Zealand Nicaragua Niger Nigeria Niue Norfolk Island Northern Mariana Islands Norway, Oman Pakistan. Palau Panama Papue New Guinea Paraguay Peru Philipgines Pitcairn Poland Portugal Puerto Rico Qatar Reunion Romania Russia Rwanda Saint Helena Saint Kitts and Nevis Saint Lucia Saint Pierre and Miquelon NL AN NC NZ NI NE NG NU NF MP NO OM PK Pw PA PG PE PH PN PL PT PR QA RE RO RU RW SH KN Lc PM 650 250 250 250 250 NA 250 NA NA NA 250 650 NA NA 250 250 250 250 250 NA 250 250 250 650 NA 250 250 250 NA 250 250 NASaint Vincent and the Grenadines Samoa San Marino ‘Sao Tome and Principe Saudi Arabia Senegal Serbia Seychelles SierraLeone Singapore Slovakia Slovenia Solomon Islands Somalia South Africa South Georgia and the South Sandwich Islands Spain Sri Lanka Sudan Suriname Svalbard and Jan Mayen ‘Swaziland ‘Sweden Switzerland ‘Syrian Arab Republic Taiwan, Province of China Tajikistan Tanzania, United Republic of Thailand Timor-Leste Togo Tokelau vc ws SM SA SN cs sc SL SG SK sl SB so ZA Gs ES LK sD SR SJ sz SE cH sy w TZ TH TL 1G TK 250 NA 250 NA 650 250 250 250 NA 250 250 250 NA NA 250 NA 250 NA NA NA NA 250 250 650 NA 250 NA 150 250 NA 250 NATonga Trinidad and Tobago Tunisia Turkey Turkmenistan Turks and Caicos Islands Tuvalu Uganda Ukraine United Arab Emirates United Kingom United States Minor Outlying Islands Uruguay Uzbekistan Vanuatu Venezuela Viet Nam Virgin Islands, British Virgin Islands, Us. Wallis and Futuna Western Sahara Yemen Zambia Zimbabwe Kosovo Montenegro Aland Islands To 1 TN TR ™ Te UG UA AE GB UM uy UZ vu VE VN VG vl EH YE zM zw KV ME NA 250 NA 250 NA NA NA 250 250 650 650 NA 250 250 NA 250 NA NA NA NA NA NA NA NA NA NA NAIN WITNESS HEREOF THE PARTIES HAVE PUT THEIR HANDS THE DAY AND YEAR FIRST HEREINABOVE WRITTEN.