TOBAHMAOZ INC.

TOBAHMAOZ INC.

TRANSITION IPO DIRECTOR CONTRACT

Name of Director (herein “Director”):

Xxxxxx X. Xxxxxx

Position

Director

Name of Company (herein “Company”):     TobahMaoz Inc.

Commencement Date:

November 20, 2012

Initial Termination Date:

1 year from Commencement or Completion of

IPO, whichever occurs first

Annual Stipend:

$50,000 net; estimated value is

$15,676 per quarter burdened (estimated), or

$62,704 annually burdened (estimated).

Transition IPO Contract Value:

$62,704 (estimated)

THIS   CONTRACT   is   entered   into   between   TobahMaoz   Inc.,   a   Wyoming   corporation

(“Company”), and Director for the following purposes and upon the following conditions:

1.   Appointment. Company hereby appoints Director as provided herein and Director hereby

accepts such appointment upon the terms and conditions hereinafter set forth.

2.   Term. This Agreement is for a one-year term, subject to the termination provisions of

Paragraph 3. This Agreement will be automatically renewed for a one-year term, unless; (1) the

Board of Directors (the ‘Board”) delivers written notice of non-renewal at least sixty (60) days

before expiration of the initial term; (2) it is terminated sooner pursuant to the terms of this

Agreement; or (3) the Director delivers written notice of resignation to the Board of Directors.

Thereafter, this Agreement will be automatically renewed for successive one-year terms under

the same condition.

3.   Early Termination. In the event of early  termination due to change of ownership,

dismissal, or for any other reason, the full contract value will be paid in full on the same day as

the Board action. For example, if dismissed on day one of the contract or contract renewal, then

$50,000 (net) will be immediately due and payable.

4.   Compensation.

4.1.      For  the  full  term  of  this  Agreement,  Company  shall  pay  Director  an  annual

stipend in the amount provided above, payable in quarterly installments. Company shall review

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such stipend at least one month prior to each anniversary of this Agreement; provided, however,

that such stipend shall not be decreased without the consent of Director. Director shall be eligible

to receive such bonuses and cost of living increases to his stipend as the Board approves from

time to time.

4.2.

Meeting Bonus. A meeting bonus will be paid to Director for each Board meeting

attended at the rate of $2,500 per meeting.

5.   Duties. Director is engaged in the Position listed above to discharge the normal duties

associated with said Position, as specifically directed by the Board or officers having authority of

Director under the bylaws or pursuant to the general operating policies adopted by the Board or

Company.

6.   Extent  of Service. This  is  a non-captive  and non-exclusive Agreement.  Director will

xxxxxx as  much of his time, attention, and energies  to the business  of Company as  deemed

necessary.

7.   Business Expenses.

7.1.      Director will be provided with a cell phone and an iPad for use in communicating

with company personnel. The Company will pay for the equipment and any monthly fees.

7.2.

Travel. Company will pay all expenses for travel, transportation, food, lodging,

and expenses for any location or time frame for board meetings called and held away from home.

8.   Death  or  Disability.  The  Director’s  appointment  by the  Company pursuant  hereto  is

subject to termination during the Term of this Agreement as follows:

8.1.

Death. Director’s appointment hereunder shall terminate upon his death. In such

event, the Director’s compensation shall be paid through the date of Director’s death. Eligibility

for all other benefits shall be determined by the terms of any applicable plan or program.

8.2.

Disability. The Company may, by written notice to the Director, terminate the

Director’s  appointment  if, as  a result  of the Director’s  incapacity due to physical  or mental

illness, the Director shall have been absent from his duties hereunder for sixty consecutive days

or for a total of ninety days in any three hundred sixty five day period (the “Disability Period”).

In the event of such termination, the Director shall receive the same benefits payable in the event

of death; provided however that if any time during the Term of this Agreement the Company

should adopt a disability policy, the terms of such policy shall govern.

9.   Confidentiality.

9.1.

Director’s Duty Regarding Confidential Information. Director shall regard and

preserve as confidential all Confidential Information pertaining to Company’s business. Such

Confidential Information shall be deemed confidential whether obtained by Director by reason of

his appointment with Company or before or during the term hereof. Director shall not, without

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the prior written consent of Company, use for his own benefit or purposes, or disclose to others,

either during his appointment or at any time thereafter, and except as required in connection with

his appointment with  Company, any  Confidential Information connected with the business

developments of Company. Director shall not, without such prior written consent, take or retain

or copy any Confidential Information of Company. Director represents and warrants that

Director has not, before execution of this Agreement, made any disclosures of the type

prohibited by this Paragraph 9. Director shall promptly disclose to Company all discoveries,

improvements, inventions, and ideas, conceived or made by Director, either by Director or with

others, during Director’s appointment hereunder, and which are related to the actual or

anticipated business or activities of Company. All such discoveries, improvements, inventions,

and ideas shall automatically be exclusive property of Company and shall be treated as

Confidential Information unless otherwise permitted under this  Paragraph 9. Director shall

execute any and all documents that Company may reasonably request to evidence that such

discoveries, improvements, inventions and ideas are the exclusive property of Company,

including, without limitation, assignments of the same.

9.2.

Definition  of Confidential  Information.  As  used  in  this  Agreement,  the  term

“Confidential Information” shall mean all business information of any nature and in any form

which  at  the  time  or  times  concerned  is  not  generally  known  to  those  persons  engaged  in

business similar to that conducted or contemplated by Company, other than by act or acts of an

Director not authorized by Company to disclose such information, and which relates to any one

or more of the aspects of the present or past business of Company or any of its predecessors,

including  but  not  limited  to  patents  and  patent  applications,  inventions  and  improvements,

whether patentable or not, development projects, policies, processes, formulas, techniques,

know-how and other facts relating to sales, advertising, franchising, promotions, financial

matters,  customers,  customers’  lists,  customers’  purchases  or  requirements,  licenses  and  any

trade secrets.

10. Return  of  Books  and  Papers.  Upon  the  termination  of  Director’s  appointment  with

Company for any reason, Director shall deliver promptly to Company all manuals and

memoranda; all cost, pricing and other financial data; all customer information; all other written

or printed materials which are the property of the Company (and any copies of them); and all

other materials which may contain confidential information relating to the business of Company

that Director xxx then have in his possession, whether prepared by Company or not.

11. Specific  Performance.  Director  acknowledges  that  a  breach  of  any of  the  covenants

contained in Paragraphs 10 hereof may result in material, irreparable injury to the Company for

which there is no adequate remedy at law, that it will not be possible to measure damages for

such injuries precisely and that, in the event of such a breach, any payments remaining under the

terms of this Agreement shall cease and the Company without posting any bond shall be entitled

to obtain a temporary restraining order and a preliminary or permanent injunction restraining

Director from engaging in activities prohibited by Paragraphs 10 hereof or such other relief as

may be required to enforce any of the covenants contained in Paragraphs 10 hereof.

12. Notices.  For  the  purposes  of  this  Agreement,  notices  and  all  other  communications

provided for in this Agreement shall be in writing and shall be deemed to have been duly given

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when  delivered by  hand  or  mailed by  United States  overnight express  mail,  or  nationally

recognized  private  delivery  service  on  an  overnight  basis,  return  receipt  requested,  postage

prepaid, addressed as follows:

If to the Director:

Xxxxxx X. Xxxxxx

If to the Company:      TobahMaoz Inc.

13. Waiver of Breach. The waiver by  Company of a breach of any  provision of this

Agreement by Director shall not operate or be construed as a waiver of any subsequent breach by

Director.

14. Inurement. The rights and obligations of Company under this Agreement shall inure to

the benefit of and shall be binding upon the successors and assigns of Company.

15. Representations and Warranties. The Director hereby represents and warrants that he is

free to enter this Agreement and to render his services pursuant hereto and that neither the execution

nor delivery of this Agreement, nor the performance of his duties hereunder, violates the provisions

of any other contract to which he is a party or by which he is bound. It is further provided that

Director shall indemnify Company for any and all damages and/or expenses (including attorney’s

fees) that may result from a breach of such representations.

16. Counterparts. 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

instrument, and in pleading or proving any provision of this Agreement, it shall not be necessary

to produce more than one of such counterparts.

17. Survival. Paragraphs 3, 4, 5, shall survive the termination of this Agreement.

18. Entire Agreement. This instrument contains the entire contract of the parties. It may not

be changed orally but only by an contract in writing signed by the party against whom

enforcement of any waiver, change, modification, extension or discharge is sought.

19. Paragraph Headings. Paragraph headings have been chosen and used for convenience in

referring to the various actions and paragraphs of the Agreement and are not to be accorded by

meaning or significance beyond such use in any interpretation of any provision of this

Agreement.

20. Governing Law. This Agreement shall be governed by and construed and enforced in

accordance with the law (other than the law governing conflict of law questions) of the state of

Wyoming.

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