Software Agreement

This Software Agreement (Agreement) entered into on the 7th of August, 2016 (the Effective
Date), by and between SpotOption Technologies Ltd (SpotOption Ltd), a company incorporated
under the laws of British Virgin Islands, registration number 1762001, and [________],a company
incorporated under the laws of _________________________, registration number _____________
(Client).

Whereas, SpotOption Ltd is the owner of the Trading Platform, as hereinafter defined, and is
engaged in, inter alia, providing the Trading Platform to businesses engaged in online
binary options trading; and
Whereas, Client wishes to establish a brand name and presence in the binary options industry and
therefore wishes to receive from SpotOption Ltd, a license to use the Trading Platform (as
defined below) for the purpose of trading in binary options through the Client Website, as
defined below, and advertising, marketing and promoting binary options trading (the
Client Activity); and
Whereas, SpotOption Ltd and Client (collectively, the Parties and each a Party) desire to
regulate their relationship pertaining to the Trading Platform, all as set forth herein.

NOW, THEREFORE, the Parties agree, stipulate and declare as follows:

1. Interpretations and Definitions

1.1. The headings of the Articles in this Agreement are for the purpose of convenience and
reference only and shall not be used in the interpretation of nor modify nor amplify the terms
of this Agreement nor any Article hereof.
1.2. For the purposes of this Agreement, the following terms shall have the meaning detailed
next to them:
1.2.1. Affiliates means those entities which manage and/or own certain websites through
which the Client Branded Pages are accessed;
1.2.2. Agreement means this Agreement and any Annexes attached hereto, as amended
from time to time;
1.2.3. Client Branded Pages means the branded website pages of the Client to be located
on the Client Website, from which binary option trading will be accessible by
Customers;
1.2.4. Client Marketing Activities means Client's advertising, marketing and promotion
activities related to Client Activity;
1.2.5. Client Website means any and/or all of the websites, as set out in Annex A hereto,
that are operated by the Client located on the Internet and any other URLs as may be
notified to SpotOption Ltd in writing from time to time, as well as any mobile
application or any other Customer-facing interface used by the Client to offer binary
options trading to Customers;
1.2.6. Commencement Date means the first commencement of trade by a Customer on the
Client Website.
1.2.7. Customers means Client's customers who have established a trading account with
the Client or otherwise engage in trading in binary options through the Client Website;
1.2.8. Initial Term has the meaning set out in Article 9;
1.2.9. Intellectual Property Rights means all patents, trade marks and service marks,
registered designs, design rights and copyright, moral rights, rights in semi-conductor
chip topographies, utility models, rights in databases and other protectable lists of
information, rights in confidential information, trade secrets, inventions and know-

1
 how, trade and business names, domain names, get-ups, logos and trade dress
(including all extensions, revivals and renewals, where relevant) in each case whether
registered or unregistered and applications for any of them and the goodwill attaching
to any of them and any rights or forms of protection of a similar nature and having
equivalent or similar effect to any of them which may subsist anywhere in the world;
1.2.10. SpotOption Ltd Brands means the trade marks Spot Option, "SpotOption" or
such other trade marks and service marks that from time to time may be operated or
licensed by SpotOption Ltd;
1.2.11. SpotOption Fees means the fees payable by Client to SpotOption Ltd, in accordance
with Article 6 below, comprising of the Setup Fee, the Ongoing Usage Fees, the
Minimum Monthly Fees and the Third Party Fees as further detailed in Annex 1;
1.2.12. SpotOption Ltd Related Entities means all entities existing within the same group
of companies in which SpotOption Ltd exists;
1.2.13. Net Revenue means the revenue generated by Customers trading in binary options
on the Client Website, the calculation of which is set forth in Annex 1, attached hereto;
1.2.14. Software Services means the services provided by SpotOption Ltd to Client as
described in Annex 2;;
1.2.15. Term has the meaning set out in Article 9; and
1.2.16. Trading Platform means SpotOption Ltd's proprietary binary options trading
platform, including any updates and upgrades made generally available to SpotOption
Ltd's customers.

2. The License
2.1 SpotOption Ltd grants to Client a limited, non-exclusive, non-transferable, non-assignable,
royalty bearing right and license to use the Trading Platform to trade in binary options through
the Client Website, and to advertise, market and promote trade in binary options in accordance
with the terms and conditions contained herein (the License). All other rights and licenses
not expressly granted to the Client herein are reserved by SpotOption Ltd.
2.2 Client shall not modify, decompile, reverse engineer, disassemble, reduce to human readable
format, or alter the Trading Platform, or any component thereof, or change its characteristics in
any manner, or attempt, or allow or enable another, to perform any of these actions in any way
or manner (the Unlicensed Activities).
Any attempt to perform any of the Unlicensed Activities shall automatically terminate the
License and this Agreement. Without derogating from the generality of the foregoing, Client
may further be subject to any liability or remedy allowed by law or equity for the benefit of
SpotOption Ltd for any damages suffered by SpotOption Ltd.
2.3 Nothing in this Agreement shall prohibit or limit SpotOption Ltd from granting rights and/or
licenses with respect to the Trading Platform to any other third party.
2.4 Client acknowledges that binary options trading is subject to laws and regulations in various
jurisdictions, including licensing and compliance requirements, and that the License is granted
solely for use of the Trading Platform in accordance with such laws and regulations as
applicable. The Client undertakes to use the Trading Platform in accordance with all applicable
laws and regulations, including but not restricted to any applicable licensing requirements.
Client recognizes that compliance with any such laws and regulations is the sole responsibility
of the Client and that SpotOption Ltd makes no warranties or representations in this respect.

2
2.5 SpotOption Ltd may in its sole discretion restrict the availability of the Trading Platform (or
any part thereof) for trading with potential and/or existing Customers if SpotOption Ltd
believes that any applicable law or regulation (and/or any actual or proposed changes thereto)
require it to do so or that the continued provision of services by any Client by way of the
Trading Platform to such Customers will expose SpotOption Ltd, any of its affiliates or any
person associated with any of them, to the risk of legal, regulatory or economic sanctions.
SpotOption Ltd may, in its sole discretion, further restrict the availability of the Trading
Platform (or any part thereof) for trading with potential and/or existing Customers, if
SpotOption Ltd believes that such restriction is necessary to prevent fraud, abuse or other illicit
activity.

3. SpotOption Ltd Obligations

SpotOption Ltd shall, or shall procure that a third party shall:

3.1. refrain from using the Database (as defined in Article 8.1 below) and act in accordance
with the provisions set forth in Article 8;
3.2. use all reasonable endeavours to ensure uninterrupted availability and operation of the
Trading Platform; and
3.3. provide back-end support, technology infrastructure required for trading in binary
options via the Client Branded Pages and Trading Platform.

4. Client Obligations
4.1. The Client shall:
4.1.1. provide to SpotOption Ltd the Clients certificate of incorporation and a certificate of
incumbency and good standing, as well as any additional information required by
SpotOption Ltd from time to time, at its sole discretion, in order to allow SpotOption
Ltd to conduct a preliminary know your customer process in accordance with
applicable law and industry standards, and in accordance with SpotOption Ltds risk
mitigation policies. Such information may include names of all directors and ultimate
beneficial owners with a controlling interest in the Client, as well as corroborating
documentation as required by SpotOption Ltd in its sole discretion. Client
acknowledges that implementation of this Agreement is subject to satisfactory
completion of this process by SpotOption Ltd;
4.1.2. use its best efforts to actively and effectively conduct the Client Activity, including
advertise, market and promote the Client Branded Pages and the Trading Platform as
widely as possible in accordance with this Agreement;
4.1.3. ensure that Client Activity shall not be directed toward minors, include pornographic
content or depiction of violence, violate any applicable law, contain anti-religious or
anti-race or gender content or otherwise objectionable content and/or include material
that is in breach of and/or infringes any Intellectual Property Rights belonging to third
parties;
4.1.4. cooperate with SpotOption Ltd regarding any copyright, trade mark or branding that
appears on the Client Branded Pages and/or the Trading Platform and at all times
refrain from making any use whatsoever (either on the Client Website or otherwise) of
the SpotOption Ltd Brands;
In addition, the Client shall not make any use of and/or reference (either on the Client
Website or otherwise) to SpotOption Exchange Ltd's (a Cyprus Investment Firm
regulated by CySec) name, trade mark and license number, without the express written
approval of SpotOption Exchange Ltd.
In case of a breach of this section 4.1.4 by the Client, SpotOption Ltd may, in its sole
discretion, terminate the License and this Agreement. Without derogating from the

3
 above, Client may further be subject to enforcement under law and equity for the
benefit of SpotOption Ltd or SpotOption Exchange Ltd as appropriate.

4.1.5. except as otherwise set forth in this Agreement, bear all costs and expenses incurred in
connection with the Client Activity, including advertising, marketing and promotion of
binary option trading on the Client Branded Pages and/or the Trading Platform as well
as all other related operational costs;
4.1.6. transfer to SpotOption Ltd the SpotOption Fees in accordance with the provisions of
this Agreement;
4.1.7. during the Term and for an additional term of 1 year thereafter, refrain, directly or
indirectly, from supplying, using, advertising, marketing or promoting, over the
Internet or otherwise, any third party trading platform relating to binary options
trading;
4.1.8. acquire the necessary server / hosting infrastructure, at a standard acceptable to
SpotOption Ltd and, inter alia, store and process all Customer data relating to Clients
Customers;
4.1.9. be solely responsible for pre-defining the Clients trading risk parameters and risk
policy, following consultation with and with the assistance of SpotOption Ltd's
Analysis Department and in a manner and using such format to be defined by
SpotOption Ltd from time to time, and for monitoring at all times the Clients current
trading position, exposure and risk level. SpotOption Ltd shall bear no responsibility
for or liability in connection with determining the Clients risk parameters and/or
ensuring that the Clients trading activity conforms with the risk parameters or policy
as determined by the Client and/or monitoring or controlling the Clients current
trading position, exposure and risk level; and
4.1.10. be responsible for obtaining and maintaining all licenses and approvals for the conduct
of trading by way of the Trading Platform, as necessary and applicable, as well as for
compliance with any and all laws and regulations applicable to the Clients
performance under this Agreement, including applicable trading laws.
4.1.11. shall comply with all of SpotOption Ltd's policies and guidelines published on
SpotOption Ltd's official website (www.spotoption.com) as amended by SpotOption
Ltd from time to time. SpotOption Ltd will notify the Client of any such amendment by
publishing the amended versions on the relevant page on the Internet sites. The Client
remains responsible for checking on a regular basis and ensuring that it is aware of the
correct and current policies and guidelines.
4.2. SpotOption Ltd shall under no circumstances be held liable for and the Client
accordingly indemnifies and hold harmless SpotOption Ltd and the SpotOption Ltd
Related Entities against any and all claims, liability, damage, expense, loss, or cost
(including reasonable legal fees) suffered by SpotOption Ltd or the SpotOption Ltd
Related Entities by reason of the Clients and/or an Affiliates trading activity,
advertising, marketing and promotional efforts.

5. Affiliates
5.1 The Client shall be entitled to procure the promotional services of Affiliates on the basis that
the Client Branded Pages shall be accessible to Customers on the Affiliates websites over the
Internet.
5.2 The Client is fully responsible for the actions and omissions of its Affiliates and hereby
indemnifies SpotOption Ltd against all and any loss of whatsoever nature, which SpotOption
Ltd may suffer as a result of the Affiliates actions or omission to act in regard to the Client
Branded Pages, and/or the Trading Platform.

4
6. Fees and Payment
6.1 Client shall pay SpotOption Ltd a setup fee for the development of the Client Website, as set
forth in Annex 1 (the "Setup Fee"), based on Client's graphical design and content. The Setup
Fee is based on an agreed set of requirements and may accordingly be increased in the sole and
absolute discretion of SpotOption Ltd should the Clients requirements exceed the agreed set
of requirements.
6.2 Any further work required to enhance the Client Branded Pages integration with the Trading
Platform (including without limitation further design, development and/or IT related work)
shall be charged on a project basis to be agreed upon between the Parties or, if no agreement
can be reached, at the standard hourly rate charged by SpotOption Ltd at the time for the
requisite work done on the basis that same shall be paid by the Client on presentation of
invoice to the Client in respect of that work done.
6.3 In consideration for the license and the Software Services granted to Client hereunder, Client
shall pay SpotOption Ltd the fees as detailed in Annex 1.
6.4 In certain circumstances, and as may be agreed upon between SpotOptions Ltd and the Client
from time to, SpotOption Ltd will provide Client with certain services provided by third parties
(the Third Party Fees). Client agrees that it shall pay SpotOption Ltd all Third Party Fees,
including VAT and all other amounts in respect thereto within 10 days of the end of each
calendar month.
6.5 Client shall pay SpotOption Ltd the SpotOption Fees within 10 days of the end of each
calendar month during the term of this Agreement, with respect to the preceding calendar
month.
6.6 Each Party shall be responsible for payment of its respective taxes due under any applicable
law.
6.7 Both Parties hereby acknowledge that the calculation of Net Revenue as currently formulated
by SpotOption Ltd is as set out in Annex 1.

7. Warranties
7.1 SpotOption Ltd and the Client each warrant and represent to the other that:
7.1.1. it is duly empowered and authorised to enter into this Agreement and to perform its
obligations contained herein;
7.1.2. by entering into this Agreement and fulfilling the obligations contained herein it does
not and will not contravene any applicable law, regulation and/or code of conduct; and
7.1.3. it owns or is fully licensed to provide any of the Intellectual Property Rights it makes
available to the other during this Agreement.
7.2. SpotOption Ltd does not warrant that the Trading Platform will be free from error or that
access to the Trading Platform will be uninterrupted throughout the Term. SpotOption Ltd
shall make reasonable commercial efforts to ensure that access to the Trading Platform can be
made by Customers at all times during the Term excluding reasonable periods for down time,
maintenance and related support. SpotOption Ltd will employ best endeavours to provide a
response to critical problems within 2 hours.

7.3. The Client warrants and represents that a valid copy of its Certificate of Incorporation and
Certificate of Incumbency are attached as Annex 4 and Annex 5.

7.4. The Client warrants and represents that it is a foreign entity which was incorporated outside of
Israel, that it is not an Israeli resident entity for tax purposes, that the control and management
of its business are not conducted and/or directed from Israel, that the services rendered
hereunder are not for the benefit of any Israeli entity or individual, that it does not have a place
of business in Israel and that it does not target and does not engage with Israeli Customers.

5
7.5. Limited Warranty. The Warranties above are exclusive and in lieu of all other warranties and
SpotOption Ltd does not make any warranty, either express or implied with respect to the
Trading Platform, its quality, merchantability, or fitness for a particular purpose. No oral or
written information or advice given by SpotOption Ltd or its employees shall create a warranty
or make any modification, extension or addition to this warranty. Without derogating from the
generality of the aforesaid, it is specifically stated and clarified that SpotOption Ltd bears no
responsibility or liability in connection with any use or risk factors tools and programs, such as
setting of rates, trading in binary options, etc.

7.6. Exemptions. No warranty shall apply to defects, failures, damages or losses resulting from
corrections, repairs or service necessitated by: (i) the Client's system, equipment or its use; (ii)
any act or omission by anyone other than SpotOption Ltd; (iii) power shortages, irregularities
or failures; (iv) modification of the Trading Platform by anyone other than SpotOption Ltd; or
(v) any other cause beyond SpotOption Ltd's control. To the extent that the Trading Platform,
any developments or any other deliverable or services provided by SpotOption Ltd shall
include content, data or materials of third parties, no warranty is provided with respect to such
materials and they are provided as is.

8. Database
8.1. All information relating to the Customers, including all personal identifiable information in
respect of each Customer (the Database), shall be exclusively owned by Client and hosted
and controlled exclusively by the Client in accordance with Article 4.1.8 of this Agreement.

8.2. SpotOption Ltd shall have no access to the Database other than as required to fulfil its
obligations in accordance with this Agreement. In connection with such access, and for the
Term of this Agreement, SpotOption Ltd shall use best efforts to retain the confidentiality of
the Database, and will refrain from using the Database or actively contacting any Customer for
the purpose of providing Services, without Client's prior consent. SpotOption Ltds agreement
not to use the Database or actively contact any Customer, as aforesaid, will continue after
termination of the Agreement.

8.3. The provisions of this Article 8 notwithstanding, SpotOption Ltd shall be free to engage with
any third party which independently approaches SpotOption Ltd for its services, including any
Customer.

8.4. The Parties hereby undertake that they and their subsidiaries and affiliates shall keep in
confidence each other's confidential and trade secret information, the existence of this
Agreement and the terms and conditions hereof, and they shall not use the same for any
purpose except for fulfilling their respective obligations under the Agreement.

9. Duration
Subject to the provisions of Articles 2.2 and 10, this Agreement shall commence on the
Effective Date and shall continue until the end of 5 (five) years from the Commencement Date
(the "Initial Term"). Upon the expiration of the Initial Term, the term of this Agreement shall
automatically renew for successive periods of 5 (five) years each (each a "Renewal Term"),
unless and until either party delivers written notice of non-renewal to the other party at least 5
(five) months prior to the expiration of the Initial Term or any Renewal Term. The Initial Term
together with all Renewal Terms will be defined as the "Term".

10. Termination
10.1. This Agreement may be terminated immediately on notice by either of the Parties:
10.1.1. if the other Party commits any material breach of this Agreement and, in the case of a
material breach capable of remedy, fails to remedy it within 7 (seven) days after receipt

6
 of notice giving details of the material breach and requiring it to be remedied; or
10.1.2. if the other Party commits a breach of this Agreement, which is not a material breach,
and, in the case of a breach capable of remedy, fails to remedy it within 30 (thirty) days
after receipt of notice giving details of the breach and requiring it to be remedied; or
10.1.3. if a receiver or administrative receiver is appointed over any of the property or assets
of either Party or if either Party makes any voluntary arrangement with its creditors or
becomes subject to an administration order or has an administrator appointed or goes
into liquidation (except for the purposes of amalgamation or reconstruction not
involving insolvency and in such a manner that the entity resulting from such
restructure effectively agrees to be bound by or assumes the obligations imposed on
that Party under this Agreement) or anything analogous to any of the foregoing under
the law of any jurisdiction occurs in relation to a Party; or
10.1.4. if a Party ceases to carry on business.
10.2. This Agreement may be terminated immediately on notice by SpotOption Ltd if the Client
uses, or attempts to use, the Trading Platform in any manner which is illegal or unlawful, or
that is reasonably likely, in the sole and absolute opinion of SpotOption Ltd to bring
SpotOption Ltd, SpotOption Ltd Related Entities, and/or the Trading Platform into disrepute or
adversely effect the goodwill of SpotOption Ltd and/or the Trading Platform.

11. Consequences of Termination

On termination of this Agreement for any reason:

11.1. The License shall terminate forthwith;
11.2. The Client Website shall be disintegrated from the Trading Platform; and
11.3. The termination of this Agreement for any reason shall be without prejudice to any
rights or liabilities of any Party which have accrued prior to such termination (including
rights to use of the Trading Platform in respect of the period before termination, and for
this purpose the provisions of this Agreement in relation to payment of amounts related
to the usage of the Trading Platform shall continue to apply) and shall not affect or
prejudice any provision of this Agreement which expressly or by implication comes into
effect or continues in effect after termination.

12. Intellectual Property Rights

12.1. All right, title and interest in and to the Trading Platform (including all software components
and any work products of special development services), documentation, updates, upgrades,
modifications and all Intellectual Property Rights thereto, are and shall remain solely in and
with SpotOption Ltd. or its third party licensors, notwithstanding any advice, suggestions or
other contribution to any of the above, which may be provided by the Client.
12.2. The Client acknowledges that it has no Intellectual Property Rights of whatsoever nature in and
to the Trading Platform and/or any binary option trading platform that may be supplied by
SpotOption Ltd or to the SpotOption Ltd Brands.
12.3. Without derogating from the provisions of Articles 12.1 and 12.2 above, SpotOption Ltd
acknowledges that it has no Intellectual Property Rights of whatsoever nature in and to the
Database and/or, any content, copyrighting, creative or ideas on the Client Website or Client
Branded Pages, as well as the user interface.
12.4. The Client acknowledges that the License granted to the Client under this Agreement to use the
Trading Platform and other SpotOption Ltd's proprietary softwares does not include any right
to use any third party's Intellectual Property. Client recognizes that the procurement of rights to
use third party's Intellectual Property is under the sole responsibility of the Client and that
SpotOption Ltd makes no warranties or representations in this respect. If the use of the Trading
Platform as provided by SpotOption Ltd requires the use of third-party Intellectual Property,
the Client will pay SpotOption Ltd's costs in providing the right to use such third-party rights,
such costs to be added to all other payments owed by the Client to SpotOption Ltd.

7
13. Liability
13.1. Each Party's aggregate liability to the other Party under this Agreement shall not exceed US$
250,000.
The provisions of section 13.1 as mentioned above will not apply in respect of clients
obligation and liability to pay to SpotOption Ltd the SpotOption Fees in accordance with the
provisions of this Agreement and in respect to any payment due to SpotOption Ltd in
accordance with section 4.2 above
13.2. In no event will either Party be liable to the other Party, in contract, tort (including negligence
and breach of statutory duty) or otherwise for any indirect, special or consequential loss, loss
of profits, revenue, contracts or anticipated savings, loss or damage arising from loss, damage
or corruption of data, cost or expense of any kind whatsoever and howsoever caused.

13.3. The limitation of liability in this Article shall not apply in respect of the Client's
indemnification obligations as set out in Article 4 relating to any third party claims (expressly
including claims by Customers and any regulatory authority) arising from the Client's or its
Related Entities illegal or unlawful acts or omissions.

14. Miscellaneous
14.1. SpotOption Ltd is an independent contractor and nothing contained in this Agreement shall be
deemed to create a joint venture, partnership, employment, agency or similar arrangement
between the Parties. No Party possesses the power or authority to bind the other, or to assume
or create any obligation or responsibility, expressed or implied, on behalf of the other. No
Party shall represent to anyone that it possesses such power or authority.

14.2. This Agreement and any matters relating hereto shall be governed by, and construed in
accordance with British Virgin Islands law and shall be subject to the exclusive jurisdiction of
the courts of British Virgin Islands. The Parties irrevocably agree that the courts of British
Virgin Islands shall have exclusive jurisdiction to hear any claim, disputes, controversies or
matter arising out of or in connection with or in relation to this Agreement and each Party
waives any objection to proceedings in such courts on the grounds that such courts are an
inconvenient forum.

14.3. This Agreement constitutes the complete understanding and agreement of the Parties and
supersedes all prior negotiations, understandings and agreements with respect to the subject
matter of this Agreement. This Agreement may not be altered, amended, modified or
supplemented in any respect except by writing signed by an authorized representative of each
Party.

14.4. If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason,
the validity or enforceability of any or all of the remaining portions shall not be affected.

14.5. Neither Party shall assign, transfer, or sell any of its rights pursuant to this Agreement, or
delegate any of its duties pursuant to this Agreement, without the express prior written consent
of the other Party, except that SpotOption Ltd may assign or transfer this Agreement, in whole
or in part, to any of its affiliates or to any successors in interest of substantially all of the assets
of that part of SpotOption Ltds business to which this Agreement relates, provided that such
assignee will agree to abide by the terms of this Agreement. Any attempted assignment,
transfer, sale or delegation in derogation of this Article shall be void.

14.6. Subject to any provisions herein with regard to assignment, all covenants and agreements
herein shall bind and inure to the benefit of the respective heirs, executors, administrators,
successors and assigns of the Parties hereto.

14.7. Any notice under this Agreement shall be in writing and shall be deemed to have been duly
given for all purposes (a) when received or 7 (seven) days after it is mailed by prepaid

8
 registered mail; (b) upon the transmittal thereof by facsimile or via email; or (c) upon the
manual delivery thereof, to such address listed above or other address of which notice as
aforesaid is actually received. Further additional contacts of the Client are set out in Annex 3,
Notice to these additional contacts shall not be considered as notice in terms of this Section 14.

14.8. The failure of a Party to require performance of any provision of this Agreement shall not be
construed as a waiver of that Partys rights to insist on performance of that same provision, or
any other provision, at some other time. No right may be waived except in a writing signed by
the Party entitled to assert the right. The waiver by a Party of any right created by this
Agreement in one or more instances shall not be construed as a further continuing waiver of
such right or any other right created by this Agreement.

14.9. Neither Party shall be responsible for delays or failures in performance resulting from acts
beyond the control of such Party; such acts to include (but not limited to) natural disasters,
labor conflicts, acts of war or civil disruption, or governmental regulations imposed after the
fact.

IN WITNESS WHEREOF, the Parties have signed this Agreement, as of the date first hereinabove
set forth.

__________________________ ________________________
SpotOption Technologies Ltd [_____________]

By: _______________________ By: ______________________

Title: _____________________ Title: _____________________

9
 Annex A - Client Websites

Domain Name Start Date Label Name End Date Signature

10
 Annex 1 - Fees and Payment

1. Calculation of Net Revenue:

Net Revenue shall be calculated on a calendar month basis, and shall equal Deposits
Withdrawals Returned Transactions.
Whereas:
"Deposits" means the total amount of funds deposited by the Customers to their accounts
with the Trading Platform during the Term;
"Returned Transactions" means the total amount of Deposits that were denied by the
Customers;
"Withdrawals" means the total amount of funds withdrawn by the Customers from their
accounts with the Trading Platform during the Term.

2. Setup Fee
Client shall pay SpotOption Ltd a onetime Setup Fee of US$ 13,500, as follows:
(i) 75% within 5 business days of the Effective Date; and
(ii) the remaining 25% within 5 business days of launch of the Client Website.

3. Ongoing Usage Fees

Subject to the Minimum Monthly Fees indicated below, SpotOption Ltd shall be entitled to
the following fees commencing as of the Commencement Date:

Client's Monthly Net Revenues SpotOption Ltd Percentage of the

Net Revenue Bracket

$1 - $250,000 13%

$250,001 - $500,000 12%

$500,001 - $750,000 11%

$750,001 - $1,000,000 10%

$1,000,001 + $2,000,000 9%

$2,000,001 + $3,000,000 8%

$3,000,001 + $4,000,000 7%

11
 $4,000,001 + $5,000,000 6%

$5,000,000 + 5%

4. Minimum Monthly Fees:

SpotOption Ltd shall be entitled to minimum monthly Ongoing Usage Fees of US$ 2,500.
It is agreed by the parties that during the first 3 months following the Commencement Date
the minimum monthly Trading Fees shall amount US$ 500.

5. Third Party Fees

Client shall pay SpotOption Ltd all Third Party Fees as set out in Annex 1A.
6. VAT
All fees described in this Agreement are exclusive of VAT (if applicable).

12
 Annex 1A Third Party Payments

Note: The services listed hereunder are services that are provided by 3rd parties and not by
SpotOption Ltd.

SpotOption Ltd. only engages these services on your behalf and assumes no liability whatsoever in
connection with such services.

All invoices in respect of third party services reflect payments expended on your behalf by
SpotOption for these service providers.

Third Party Service Provider Payment Terms

13
 Annex 2 - Scope of Software Services

The following Software Services will be provided by SpotOption Ltd, subject to the provisions of
Article 6 of this Agreement, for the Term of this Agreement and according to Client's demand:

1. Design and Development of the Clients Branded Website

2. CMS - Management Software For Clients Branded Website

3. CRM Back Office Software

4. Full API Integration and Support

5. Trading Platform
6. Risk analysis
7. Download, IPhone and Android Applications
8. Training on the use of the Software Services upon prior written request
9. Participation in weekly webinars

14
 Annex 3 Contact Details

Position Name of Contact Email Telephone Skype

Accounting Officer

IT Representative

Sales Representative

Risk Representative

Marketing Representative

Management Representative

15
Annex 4 Client's Certificate of Incorporation

16
Annex 5 Client's Certificate of Incumbency

17