THIS SERVICES AGREEMENT (this “Agreement”), effective as of May 11th, 2021 (the “Effective Date”), is entered into by and between, TBD, , a company duly incorporated under the laws of [•] (the “Company”), and TechnoArt Corporation, a company duly incorporated under the laws of the State of Delaware (“TechnoArt”). Each of the Company and TechnoArt may also be referred to herein as a “Party”, and together as the “Parties”.

WHEREAS, the Company wishes to enter into TechnoArt’s “Fast Track” acceleration program for the purpose of receiving the Services (as such term is defined below), under the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, TechnoArt wishes to render to the Company the Services in exchange for the Service Fee (as such term is defined below), under the terms and subject to the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and intending to be legally bound, the Parties agree as follows:

1. Services.

(a) During the Term (as such term is defined below), TechnoArt shall use commercially reasonable efforts to make the services generally described in Exhibit A available to the Company. In no event will TechnoArt be responsible for services provided by third parties.

(b) In addition to the services set forth in Section 1(a) the Company hereby engages TechnoArt, for the duration of the Term, and without any promise of success, to identify and introduce the Company to one or more Potential Party(ies) (as such term is defined below) for the purpose of such Potential Party(ies) entering into one or more Commercial Transactions (as such terms are defined below) with the Company.

The services set forth in Section 1(a) and in this Section 1(b) shall be referred to as the “Services”.

A “Potential Party” means any person or entity introduced by TechnoArt to the Company or any affiliate thereof, and any other person or entity introduced by another Potential Party or its affiliates. Each Potential Party will be recorded on a list attached hereto as Exhibit B (which will be updated each time TechnoArt introduces a Potential Party). The Parties agree that the entities listed on Exhibit B on the date hereof under the title “Initial Potential Parties” are Potential Parties. The Company undertakes to notify TechnoArt and update Exhibit B with the details of any Potential Party that is introduced to it by another Potential Party or its affiliates.

A “Commercial Transaction” means an offering or series of offerings of the Company’s products, assets or services (including the grant of any license or right of use thereof or other similar transaction) to a Potential Party and any sales, distribution or other commercial agreement and any transactions that are consequential to, related to or resulting from such transactions provided that the entering into definitive agreements with respect thereto occurs no later than 24 month following the end of the Term. For avoidance of doubt, in no event shall an Investment Transaction (as defined below) constitute a Commercial Transaction.

(c) Nothing herein shall be construed as obligating the Company to enter into any Commercial Transaction. The Company may, at its sole and independent discretion, refuse or reject any proposed Commercial Transaction with any or all of Potential Party(ies).

2. Consideration.

In consideration for the Services, TechnoArt shall be entitled to receive the following consideration:

(a) Commercial Transaction Fee. With respect to any Commercial Transaction, TechnoArt shall be entitled to receive from the Company an amount equal to 5% of any Commercial Transaction Proceeds (the “Service Fee”). “Commercial Transaction Proceeds” means the actual revenue generated by the Company from any Commercial Transaction resulting from the Company’s performance of its obligations under the relevant Commercial Transaction during the first twenty four (24) months from the entering of the Company into such Commercial Transaction.

(b) The Service Fee shall be paid to TechnoArt within five business days from the date on which the Company receives Commercial Transaction Proceeds (as the case may be), against a duly issued tax invoice from TechnoArt to the Company. The Service Fee shall be paid in the currency received by the Company into a bank account designated in writing by TechnoArt.

(c) The Service Fee is exclusive of value added tax, sales tax and any similar tax or levy, which shall be added to the Service Fee, if and as applicable.

(d) TechnoArt may instruct the Company to pay the Service Fee (or any part thereof) to one or more affiliates of TechnoArt.

3. Preemptive Right.

In addition to the Service Fee, TechnoArt shall be entitled to invest at least twenty five percent (25%) of any Investment Transaction (defined below) that occurs during the Term or within twenty four (24) months of the termination of this Agreement at a twenty percent (20%) discount to the cap in a convertible note or SAFE financing or the lowest price per share in a priced equity financing (the “Preemptive Right”). The Company shall notify TechnoArt in writing at least thirty (30) days prior to the consummation of any such Investment Transaction, and shall attach to such notice either a final term sheet or definitive investment agreement or a summary of the principal terms of the Investment Transaction (the “Investment Notice”). If TechnoArt wishes to exercise all or a portion of its Preemptive Right and participate in such Investment Transaction, it shall notify the Company of such decision within sixty (60) days of receipt of the Investment Notice, stating the amount it intends to invest within such Investment Transaction (an “Acceptance Notice”). Failure by TechnoArt to deliver an Acceptance Notice to the Company within such sixty (60) day period shall be deemed a waiver by TechnoArt of its Preemptive Right. If TechnoArt delivers a timely Acceptance Notice, it will be deemed to have entered into a binding agreement with the Company to invest the amount stated in its Acceptance Notice on the terms set forth in the Investment Notice. This Preemptive Right shall be assignable to a third party affiliate of TechnoArt.

An “Investment Transaction” means an investment or series of investments in the Company, including but not limited to equity, debt, convertible notes, and/or SAFEs.

4. Sale Transaction Fee.

In addition to the Service Fee, if the Company enters into a Sale of Control Transaction (as defined below) with a Potential Party that is introduced to the Company during the Term or during the one (1) year period after the Term (the “Tail Period”) by TechnoArt, then the

Company shall pay to TechnoArt a fee equal to five percent (5%) of the total Consideration (as defined below) and as calculated herein (the “Sale Fee”). The Sale Fee is due and payable to TechnoArt in cash or like kind securities (pro-rata as received/paid) on the date the Sale of Control Transaction is consummated or when payment is received, whichever is later. The Sale Fee will be calculated using the total Consideration paid for the Sale of Control Transaction. For purposes of this Agreement, “Consideration” shall mean the total value received by the Company in any Sale of Control Transaction(s) and shall include (i) the aggregate value of all cash, securities, property, the assumption (or forgiveness) of debt and any other obligations, and any other forms of payment received, directly or indirectly, by the Company or any of its investors, affiliates, creditors or security holders (including, without limitation, the holders of convertible securities, options, warrants, stock appreciation rights or similar rights, whether or not vested); and (ii) total amounts received under the terms of “Earn-Out” provisions, rights to receive periodic payments, licenses, royalties, and all other rights that may be at any time be paid to, transferred or contributed to, the Company or any of its investors, affiliates, creditors or security holders (including, without limitation, the holders of convertible securities, options, warrants, stock appreciation rights or similar rights, whether or not vested); in connection with an acquisition of the Company, or of the assets thereof. Any non-cash consideration, shall be valued at the fair market value thereof as of the day prior to the closing of the Sale of Control Transaction and as shall be mutually agreed upon by TechnoArt and the Company acting in good faith.

If the Sale of Control Transaction contemplates payment of consideration, the receipt of which is contingent on the passage of time or the occurrence of some future event or circumstance (including escrow amounts established pursuant to such agreement) (“Contingent Value”), then a ratable portion of the Sale Fee (determined by reference to the ratio of Contingent Value to total Consideration, inclusive of such Contingent Value) shall be withheld at closing of a Sale of Control Transaction and paid to TechnoArt only when, if and to the extent such Contingent Value is due. When any such Contingent Value is due, the Company shall pay to TechnoArt a ratable portion of such Contingent Value (determined by reference to the ratio of Contingent Value then due to total Contingent Value withheld at closing). From and after the date of closing, the Company will keep TechnoArt reasonably apprised (with updates delivered at least quarterly) of the status and expected outcomes of future Contingent Value payments and will provide reasonably prompt written notice of the date any payment of Contingent Value will become due.

For the purposes of this Agreement, “Sale of Control Transaction” shall mean any merger, consolidation, joint venture, partnership, spin-off, split-off, strategic alliance, business combination, tender or exchange offer, recapitalization, acquisition, sale, distribution, transfer or other sale or disposition of assets or equity interests, or other transaction, involving more than fifty percent (50%) of the business, assets or equity interests of the Company and/or any of its subsidiaries or affiliates, or any right or option to acquire any of the foregoing, in one or more transaction. For the avoidance of doubt, an acquisition of equity interest shall include, without limitation, a sale of equity by either or both of the Company and the existing holders thereof.

5. Expenses. Company shall bear all general and overhead costs related to discharging its obligations under this Agreement, unless otherwise agreed by the Company.

6. Term and Termination.

(a) The term of this Agreement shall commence on the Effective Date and shall continue in effect until the date that is twenty four (24) months following the Effective Date, unless terminated earlier pursuant to the terms hereof (such period, the “Term”).

(b) Either Party may terminate this Agreement by providing the other Party with at least thirty (30) days’ prior written notice, Company may not terminate this Agreement prior to the lapse of one hundred eighty (180) days from the Effective Date.

(c) Either Party may terminate this Agreement at any time with immediate effect, in case of (i) a material breach of this Agreement by the other Party, which, if curable, is not cured within seven days following the receipt of a written notice with respect to such material breach; (ii) if the other Party becomes insolvent or files or has filed against it a petition in bankruptcy, to the extent permitted by law.

(d) Notwithstanding anything herein to the contrary, the obligation to pay the Service Fee to TechnoArt and TechnoArt’s Preemptive Right shall survive the termination or expiration of this Agreement for any reason whatsoever.

7. Liability and Warranty. TechnoArt shall have no responsibility for any Commercial Transaction, nor for any representations, warranties or covenants that the Company may make directly to any third party, including any Potential Party. TechnoArt does not warrant or represent that its efforts will be successful or result in any Commercial Transaction being consummated or in any other material benefit to the Company. The Company shall have no claims and/or demands from or against TechnoArt with regards to its performance of the services under this Agreement and will keep TechnoArt fully indemnified from any claim and/or demand regarding its aforementioned performance of services hereunder.

8. Relationship of the Parties. Each of the Company and TechnoArt explicitly, voluntarily, irrevocably and unconditionally agrees that TechnoArt is an “independent contractor” and neither this Agreement nor the performance of the services hereunder shall be construed as creating between the Company and TechnoArt any partnership, joint venture, employment relationship or any other similar relationship, and neither Party hereto shall be liable for the debts or obligations of the other Party hereto.

9. No Circumvention. The Company shall, and shall cause its affiliates and representatives to, refrain from circumventing TechnoArt with respect to communications and engagements with any Potential Parties, and shall work and liaise with Potential Parties solely through TechnoArt or its designees, unless permitted otherwise in writing by TechnoArt.

10. Audit. The Company shall keep and maintain accurate records of all documents pertaining to Potential Parties and Commercial Transactions. TechnoArt shall be entitled, upon request (including through its designated agents and representatives), to review and copy such documentation and the books and accounts of the Company as may reasonably be required to enable monitoring of the Company’s compliance with its obligations under this Agreement.

11. Confidentiality. Both Parties shall hold in confidence, and shall not disclose any information relating to this Agreement (the “Confidential Information”) to any person. Either Party may disclose the Confidential Information only to its financial and legal advisors who have a need to know such Confidential Information in the course of their duties and who are bound to protect the confidentiality of such Confidential Information. Notwithstanding the foregoing provisions of this Section 10, each Party may state and publish that the Company is taking part in TechnoArt’s “Fast Track” program, and for such purpose TechnoArt may use the Company’s logo.

12. Due Authorization and Signature. Each Party represents that its execution, delivery and performance of its obligations under this Agreement has been approved in all respects by

its applicable corporate bodies, and that the person signing this Agreement on its behalf is authorized to do so; and that its entering into this Agreement does not conflict with any other agreement it is obligated by, or any law applicable to it.

13. Miscellaneous. (a) This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Delaware, without regard to its conflicts or choice of law rules, and the courts of Florida shall have exclusive jurisdiction over the Parties and subject matter hereof; (b) This Agreement sets forth the entire agreement and understanding between the Company and TechnoArt relating to the subject matter herein supersedes any prior discussions and agreements between the Parties with respect that subject matter; (c) No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by both Parties; (d) This Agreement shall not be construed against any Party by reason of the drafting or preparation thereof; (e) If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each Party remain valid, binding and enforceable; (f) This Agreement may be executed in several counterparts by electronic means or otherwise, each of which shall be deemed an original but all of which shall constitute one and the same instrument; (g) Other than explicitly set forth herein, neither Party may assign or transfer any of its rights or obligations under this agreement to any third party without the other Party’s prior written consent, which shall be given at such other Party’s sole and exclusive discretion, provided, however, that TechnoArt may assign this Agreement or any portion thereof to an affiliate of TechnoArt; (h) Any notice, request, consent, or communication (each, a “Notice”) under this Agreement shall be effective if it is in writing and (i) personally delivered, (ii) sent by certified or registered mail, postage prepaid, return receipt requested, (iii) sent by an internationally recognized overnight delivery service, with delivery confirmed, or (iv) sent by facsimile or electronic mail, with receipt confirmed (electronically or otherwise). A Notice shall be deemed to have been given as of (w) the date when personally delivered, (x) seven business days after being deposited with the postal service, certified or registered mail, properly addressed, return receipt requested, postage prepaid, (y) two business days after being delivered to said overnight delivery service properly addressed, or (z) the business day following confirmation of receipt of the facsimile or electronic mail, as the case may be.

IN WITNESS WHEREOF the Parties have executed this Agreement on and as of the date written above:

Company: TechnoArt Corporation



Title: By: Name: Shani Peled Title: CEO

Exhibit A


1. Ongoing business guidance, including assistance in business planning, introducing the Company to advisors and other relevant parties from various disciplines. Introductions to TechnoArt’s network of investors and partners for potential investment opportunities in the Company.

2. Services by third parties under the terms specified below:

(a) UNIK – public relations;

(b) Shulman Rogers – legal services;

(c) Deloitte – accounting services;

(d) Selina – Work space;

(e) Howden – insurance services;

Exhibit B

Potential Parties

Initial Potential Parties