Payment Facilitator Merchant Agreement Page 11 of 23

conversion, (i) Provider will be bound by American Express’ then-current Card Acceptance Agreement; and (ii) American Express will set pricing and other fees payable by Provider for Card acceptance.

46.  Employee Non-Solicit.  During the term of this Agreement and for a one year period following any termination of this Agreement, neither party will, either directly or indirectly, on its own behalf or on behalf of its affiliates or others, solicit, divert or hire away, or attempt to solicit, divert or hire away any person who is (or was, at any time during the term of the Agreement or such one year period following) an employee of the other party. Notwithstanding the foregoing, it is understood that this employee non-solicitation provision shall not prohibit: (i) solicitation of any person who contacts a soliciting party on his or her own initiative without any solicitation by or encouragement from the soliciting party; (ii) generalized solicitations by advertising and the like which are not directed to specific individuals or employees of the protected party; (iii) solicitations of persons whose employment was previously terminated by the protected party; or (iv) solicitations of persons who have terminated their employment with the protected party without any prior solicitation by the soliciting party.

IN WITNESS WHEREOF, Processor and Provider have caused this Agreement to be executed by their authorized officers as of the dates set forth below.

WORLDPAY, LLC

By:

/s/ Brian Kessans

Name:

Brian Kessans

Title:

Head of Contract Mgmt

Date:

10/16/2019  I  19:37 E.D.T.

NETPAY INTERNATIONAL, INC.

By:

/s/ Alon Elbaz,       /s/ Limor Mamon

Name:

Alon Elbaz,            Limor Mamon

Title:

CEO,                     CFO

Date:

7/05/2019