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0001144204-11-049027 Sample Contracts

UNDERWRITING AGREEMENT between WHITESMOKE, INC. and RODMAN & RENSHAW, LLC as Representative
Underwriting Agreement • August 22nd, 2011 • WhiteSmoke, Inc. • Services-prepackaged software • New York

The undersigned, WhiteSmoke, Inc., a company formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement with Rodman & Renshaw, LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which you are acting as Representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Standard Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • August 22nd, 2011 • WhiteSmoke, Inc. • Services-prepackaged software

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of the date set forth below, by and between WhiteSmoke Inc., a Delaware corporation, with offices at 501 Silverside Road, Wilmington, Delaware 19809 (“Parent”), WhiteSmoke Israel Ltd., a wholly owned subsidiary of Parent, private company organized under the Laws of the State of Israel, whose principal office is located at 11 Kehilat Saloniki Street, Tel-Aviv, Israel (the “Company”, and together with Parent, the “Group”), and Itay Meroz, I.D. no. 024606485 whose address is Hameri 60 Givatyim, Israel (the “Employee”), dated July 1, 2011.