Exhibit 10.1

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 5, 2021, by and among Gix Media Ltd. (formerly known as Linkury Ltd.), an Israeli company (the “Gix Media”), Viewbix Inc., a Delaware corporation (“Viewbix Parent”) and Vmedia Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Viewbix Parent (“Merger Sub”). Gix Media, Viewbix Parent and Merger Sub are each referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, upon satisfaction of closing conditions set forth herein, Merger Sub (as the target company (“Chevrat Ha’Ya’ad”)) will merge with and into Gix Media (as the absorbing company (“HaChevra Ha’Koletet”)), with Gix Media being the surviving entity and a wholly-owned subsidiary of Viewbix Parent by way and upon the terms and conditions set forth in this Agreement and in accordance with the provisions of Sections 314-327 of the Israeli Companies Law 5759 – 1999 (the “Companies Law”), pursuant to which all activity, assets and liabilities of Merger Sub will be transferred to Gix Media, Merger Sub will cease to exist and Gix Media shall continue as the surviving company becoming a wholly-owned subsidiary of Viewbix Parent (the “Merger”);

WHEREAS, in connection with the Merger, all Gix Media ordinary shares, having no par value per share (the “Gix Media Shares”), outstanding immediately prior to the Merger, will be exchanged for shares of common stock, par value $0.0001 of Viewbix Parent (“Viewbix Parent Common Stock”);

WHEREAS, Gix Media’s board of directors believes, after considering various long- and short-term strategic alternatives, that the consummation of the Merger, including the transactions thereunder, create more value for Gix Media stakeholders; and

WHEREAS, the board of directors of Gix Media and Merger Sub have each (i) determined that considering the financial position of Gix Media and Merger Sub, no reasonable concern exists that Gix Media as the absorbing and surviving company will be unable to fulfill its obligations to its creditors, (ii) determined that the Merger is fair to, and in the best interests of, Gix Media and the shareholders of Gix Media or Viewbix and the stockholders of Viewbix, as applicable, (iii) deemed advisable and approved this Agreement, the Merger, and the other actions contemplated by this Agreement, and (iv) determined to recommend that its shareholders vote to approve this Agreement, the Merger, and the other actions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, the Parties hereto, intending to be legally bound, agree as follows:

Gix Media represents and warrants to Viewbix Parent and Merger Sub that, as of the date hereof, except for those representations and warranties that speak of a different date:

3.1 Organization, Standing and Corporate Power of Gix Media. Gix Media is duly incorporated, validly existing and in good standing under the laws of the State of Israel and has the requisite corporate power and authority to carry on its business as now being conducted. Gix Media is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to Gix Media. As used herein the term “Material Adverse Effect” or “Material Adverse Change” shall mean any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of the Parties or Gix Media taken as a whole.

3.2 Capitalization. The authorized share capital of Gix Media as of the date of this Agreement consists of: (i) 500,000,000 ordinary shares, no par value, (the “Gix Media Ordinary Shares”), of which 7,876,830 shares are issued and outstanding as of the date of this Agreement. Gix Media does not hold any of its share capital in treasury. All of the outstanding shares of Gix Media Share Capital have been duly authorized and validly issued, and are fully paid and nonassessable.

Except for the Bank Leumi Lien, none of the outstanding shares of Gix Media Share Capital are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of Gix Media having a right to vote on any matters on which the shareholders of Gix Media have a right to vote; (iii) there is no outstanding contract pursuant to which Gix Media is compelled to take action vis-à-vis the voting or registration of, or restricting any person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Gix Media Share Capital. Gix Media is not under any obligation, and no contract pursuant to which Gix Media is a party includes any provision, pursuant to which Gix Media may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Gix Media Share Capital or other securities, or to register such shares with the SEC. For purposes of this Agreement, “Bank Leumi Lien” refers to such charge, mortgage, pledge, security interest, restriction, claim, lien, encumbrance, option, right to acquire or adverse interest held by Bank Leumi in connection with shares of Gix Media pursuant to that Loan and Security Agreement, dated October 13, 2021 (the “Leumi LSA”).

3.3 Authority; Non-Contravention. Gix Media has all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Gix Media and the consummation by Gix Media of the transactions contemplated by this Agreement have been (or at Merger Effective Date will have been) duly authorized by all necessary corporate action on the part of Gix Media. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Gix Media, enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Gix Media under, (i) the articles of association of Gix Media, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Gix Media or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Gix Media or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Gix Media or could not prevent, hinder or materially delay the ability of Gix Media to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Gix Media in connection with the execution and delivery of this Agreement by Gix Media or the consummation by Gix Media, as the case may be, of any of the transactions contemplated by this Agreement.

3.4 No Disqualification Event. Neither Gix Media, nor any of their respective directors, executive officers, general partners, managing members or other officers is subject to any Disqualification Event except for a Disqualification Event that: (i) is contemplated by Rule 506(d)(2) of the Securities Act; and (ii) a description of which has been furnished in writing to Viewbix Parent and/or Merger Sub prior to the date hereof.

3.5 Disclosure. The information relating to Gix Media to be supplied by or on behalf of Gix Media for inclusion or incorporation by reference in any reports required by the SEC in connection with the Merger will not, on the date such SEC report is first filed with the SEC or mailed to the Viewbix Parent and/or Merger Sub Shareholders (as applicable), contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading at the time and in light of the circumstances under which such statement is made.

3.6 Legal Proceedings. There is no pending legal proceeding, and, to the knowledge of Gix Media, no Person has threatened in writing to commence any legal proceeding: (i) that involves Gix Media, or to the knowledge of Gix Media, any director or officer of Gix Media (in his or her capacity as such) or any of the material assets owned or used by Gix Media; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereunder. To the knowledge of Gix Media, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such legal proceeding.

3.7 Tax. Except as otherwise set forth in writing to Viewbix Parent and Merger Sub, Gix Media has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Viewbix Parent has no knowledge of a tax deficiency or audit which has been or might be asserted or threatened against it.

Viewbix Parent represents and warrants to Gix Media that, as of the date hereof, except for those representations and warranties that speak of a different date, and subject to the SEC Reports (as defined below) and the schedule of exceptions attached hereto:

4.1 Organization, Standing and Corporate Power of Viewbix Parent. Viewbix Parent is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has the requisite corporate power and authority to carry on its business as now being conducted. Viewbix Parent is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to Viewbix Parent.

4.2 Capital Structure. The authorized capital stock of Viewbix Parent consists of 490,000,000 shares of common stock, $0.0001 par value, of which 34,753,669 shares are issued and outstanding as of the date of the hereof. Except as disclosed in Viewbix Parent’s SEC Reports, there are no outstanding bonds, debentures, notes or other indebtedness or other securities of Viewbix Parent having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of Viewbix Parent. Except as disclosed in Viewbix Parent’s pubic securities filings, there are no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which Viewbix Parent is a party or by which it is bound obligating Viewbix Parent to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of Viewbix Parent or other equity or voting securities of Viewbix Parent or obligating Viewbix Parent to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. There are no outstanding contractual obligations, commitments, understandings or arrangements of Viewbix Parent to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of Viewbix Parent or any other securities of Viewbix Parent. There are no agreements or arrangements pursuant to which Viewbix Parent is or could be required to register Viewbix Parent Common Stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of Viewbix Parent or with respect to any securities of Viewbix Parent. The issuance of the Viewbix Parent Common Stock will not trigger any anti-dilution rights of any existing securities of Viewbix Parent. Except as disclosed in Viewbix Parent’s pubic securities filings, as of the Merger Effective Date, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from Viewbix Parent, or otherwise require Viewbix Parent to issue, any shares of capital stock of Viewbix Parent or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of Viewbix Parent.

4.3 Authority; Non-Contravention. Viewbix Parent has all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Viewbix Parent and the consummation by Viewbix Parent of the transactions contemplated by this Agreement have been (or at Merger Effective Date will have been) duly authorized by all necessary corporate action on the part of Viewbix Parent. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Viewbix Parent, enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Viewbix Parent under, (i) the certificate of incorporation or bylaws of the Viewbix Parent, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Viewbix Parent or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Viewbix Parent or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Viewbix Parent or could not prevent, hinder or materially delay the ability of Viewbix Parent to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Viewbix Parent in connection with the execution and delivery of this Agreement by Viewbix Parent or the consummation by Viewbix Parent, as the case may be, of any of the transactions contemplated by this Agreement, except, as required, such other consents, approvals, orders, authorizations, registrations, declarations, filings or notices as may be required under the “blue sky” laws of various states.

4.4 SEC Reports. Since January 1, 2020, Viewbix Parent has filed all forms, reports and documents with the SEC that have been required to be filed by it under applicable laws prior to the date hereof  (all such forms, reports and documents, together with all documents filed or furnished on a voluntary basis and all exhibits and schedules thereto, the “SEC Reports”). As of its filing date (or, if amended or superseded by a filing prior to the date of this Agreement, on the date of such amended or superseded filing), (i) each Company Report complied as to form in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and/or the Sarbanes-Oxley Act, as the case may be, each as in effect on the date such Company Report was filed, and (ii) each Company Report did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. To the Knowledge of the Company, none of the SEC Reports is the subject of ongoing SEC review or investigation. The financial statements included in the SEC Reports comply in all material respects with the applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. The financial statements included in the SEC Reports have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis (“GAAP”), and fairly represent the financial position of Viewbix Parent and as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the omission of certain footnotes. Except as set forth in the SEC Reports, Viewbix Parent has no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a balance sheet of Viewbix Parent or in the notes thereto. As of the Merger Effective Date, all liabilities of Viewbix Parent shall have been paid off and shall in no event remain liabilities of Viewbix Parent following the Merger Effective Date, other than immaterial liabilities that will be scheduled prior to the Merger Effective Date.

4.5 No Material Change. Since December 31, 2020, and except as disclosed in its SEC Reports, (i) Viewbix Parent has not incurred any liabilities or obligations, indirect, or contingent, or entered into any oral or written agreement or other transaction which exceeds US$10,000; (ii) Viewbix Parent has not paid or declared any dividends or other distributions with respect to its capital stock, or redeemed or purchased or otherwise acquired any of its stock and Viewbix Parent is not in default in the payment of principal or interest on any outstanding debt obligations, except as set forth herein; (iii) Viewbix Parent has not initiated any compensation arrangement or agreement with any employee or executive officer; (iv) Viewbix Parent has not entered into any contract; (v) there has not been any change in the capital stock of Viewbix Parent; and (vi) there has not been any other event which has caused, or is likely to cause, a material adverse effect on Viewbix Parent.

4.6 Litigation. Except as disclosed in the SEC Reports, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending against or, to the knowledge of Viewbix Parent, threatened against Viewbix Parent. Viewbix Parent is not subject to any order, writ, judgment, injunction, decree or award of any court or any governmental authority.

4.7 Compliance. Viewbix Parent has not been advised, nor does Viewbix Parent have reason to believe, that it is not conducting its business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting its business.

4.8 Material Agreements. All material agreements to which Viewbix Parent is a party are included as part of or specifically identified in the SEC Reports to the extent required by the rules and regulations of the SEC as in effect at the time of filing (“Material Agreements”). Except for the Material Agreements, Viewbix Parent has no contracts. Neither Viewbix Parent nor, to Viewbix Parent’s knowledge, any other party to the Material Agreements, is in breach of or default under any of such contracts.

4.9 Taxes. Except as disclosed in the SEC Reports or as otherwise set forth in writing to Gix Media, Viewbix Parent has filed all necessary federal, state and foreign income and franchise tax returns and has paid or accrued all taxes shown as due thereon, and Viewbix Parent has no knowledge of a tax deficiency which has been or might be asserted or threatened against it.

4.10 Conformity of Descriptions. The Viewbix Parent Common Stock, when issued, will conform in all material respects to the descriptions of Viewbix Parent’s shares of common stock contained in Viewbix Parent’s SEC Reports and other filings with the SEC.

4.11 Investment Company. Viewbix Parent is not, and is not an affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

4.12 Disclosure Controls. Viewbix Parent has disclosure controls and procedures (as defined in Rule 13a-15 under the Securities Exchange Act of 1934, as amended) that are designed to ensure that material information relating to Viewbix Parent is made known to Viewbix Parent’s principal executive officer and Viewbix Parent’s principal financial officer or persons performing similar functions.

4.13 Disclosure. All disclosure provided to Gix Media regarding Viewbix Parent, its business and the transactions contemplated hereby, including the exhibits to this Agreement, furnished by Viewbix Parent with respect to the representations and warranties made herein are true and correct with respect to such representations and warranties and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Viewbix Parent acknowledges and agrees that Gix Media makes or has made no representations or warranties with respect to the transaction contemplated hereby other than those specifically set forth in Section 9 hereof.

Merger Sub represents and warrants to Gix Media that, as of the date hereof, except for those representations and warranties that speak of a different date:

5.1 Organization, Standing and Corporate Power of Merger Sub. Merger Sub is duly incorporated, validly existing and in good standing under the laws of the State of Israel and has the requisite corporate power and authority to carry on its business as now being conducted. Merger Sub is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect with respect to Merger Sub. As used herein the term “Material Adverse Effect” or “Material Adverse Change” shall mean any change or effect that either individually or in the aggregate with all other such changes or effects is materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations of the Parties or Merger Sub taken as a whole.

5.2 Capitalization. None of the outstanding shares of Merger Sub Share Capital are entitled or subject to any preemptive right, right of repurchase or forfeiture, right of participation, right of maintenance or any similar right; (ii) there are no outstanding bonds, debentures, notes or other indebtedness of Merger Sub having a right to vote on any matters on which the shareholders of Merger Sub have a right to vote; (iii) there is no outstanding contract pursuant to which Merger Sub is compelled to take action vis-à-vis the voting or registration of, or restricting any person from purchasing, selling, pledging or otherwise disposing of (or from granting any option or similar right with respect to), any shares of Merger Sub Share Capital. Merger Sub is not under any obligation, and no contract pursuant to which Merger Sub is a party includes any provision, pursuant to which Merger Sub may become obligated, to repurchase, redeem or otherwise acquire any outstanding shares of Merger Sub Share Capital or other securities, or to register such shares with the SEC.

5.3 Authority; Non-Contravention. Merger Sub has all requisite authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated by this Agreement have been (or at Merger Effective Date will have been) duly authorized by all necessary corporate action on the part of Merger Sub. This Agreement has been duly executed and delivered by and constitutes a valid and binding obligation of Merger Sub, enforceable in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any breach or violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of or “put” right with respect to any obligation or to loss of a material benefit under, or result in the creation of any lien upon any of the properties or assets of Merger Sub under, (i) the articles of association of Merger Sub, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument, permit, concession, franchise or license applicable to Merger Sub or their respective properties or assets, or (iii) subject to the governmental filings and other matters referred to in the following sentence, any judgment, order, decree, statute, law, ordinance, rule, regulation or arbitration award applicable to Merger Sub or their respective properties or assets, other than, in the case of clauses (ii) and (iii), any such conflicts, breaches, violations, defaults, rights, losses or liens that individually or in the aggregate could not have a Material Adverse Effect with respect to Merger Sub or could not prevent, hinder or materially delay the ability of Merger Sub to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any governmental entity is required by or with respect to Merger Sub in connection with the execution and delivery of this Agreement by Merger Sub or the consummation by Merger Sub, as the case may be, of any of the transactions contemplated by this Agreement.

5.4 No Disqualification Event. Neither Merger Sub, nor any of their respective directors, executive officers, general partners, managing members or other officers is subject to any Disqualification Event except for a Disqualification Event that: (i) is contemplated by Rule 506(d)(2) of the Securities Act; and (ii) a description of which has been furnished in writing to Gix Media prior to the date hereof.

5.5 Disclosure. The information relating to Merger Sub to be supplied by or on behalf of Merger Sub for inclusion or incorporation by reference in any reports required by the SEC in connection with the Merger will not, on the date such SEC report is first filed with the SEC, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading at the time and in light of the circumstances under which such statement is made.

5.6 Legal Proceedings. There is no pending legal proceeding, and, to the knowledge of Merger Sub, no Person has threatened in writing to commence any legal proceeding: (i) that involves Merger Sub, or to the knowledge of Gix Media, any director or officer of Merger Sub (in his or her capacity as such) or any of the material assets owned or used by Merger Sub; or (ii) that challenges, or that would reasonably be expected to have the effect of preventing, delaying, making illegal or otherwise interfering with, the transactions contemplated hereunder. To the knowledge of Merger Sub, no event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that would reasonably be expected to, give rise to or serve as a basis for the commencement of any such legal proceeding.

Simultaneous with the date hereof, Gix Media shall prepare and, after coordinating in good faith with Viewbix Parent and Merger Sub, and its Israeli counsel, file with the ITA an application for a tax ruling (“Tax Ruling”) that will seek to determine that (i) with respect to holders of Gix Media Shares and/or Gix Media Warrants that are non-Israeli residents (as defined in the Israel Income Tax Ordinance [New Version], 1961 (the “Income Tax Ordinance”) or as will be determined by the ITA), (A) exempting Viewbix Parent, Merger Sub and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Merger or clarifying that no such obligation exists, or (B) instructing Viewbix Parent, Merger Sub and their respective agents on how such withholding is to be executed, the rate or rates of withholding to be applied and how to identify any such non-Israeli residents; and (ii) with respect to holders of Gix Media Shares and/or Gix Media Warrants that are Israeli residents (as defined in the Ordinance or as will be determined by the ITA) (other than Gix Media Shares subject to Section 102 of the Ordinance) (x) exempting Viewbix Parent, Merger Sub and their respective agents from any obligation to withhold Israeli tax from any consideration payable or otherwise deliverable pursuant to the Merger, or clarifying that no such obligation exists, or (y) instructing Viewbix Parent, Merger Sub and their respective agents on how such withholding is to be executed, the rate or rates of withholding to be applied. Gix Media shall inform and update Viewbix Parent and Merger Sub, and its Israeli counsel, of any correspondence, meetings, discussions and calls with the ITA with respect to the Tax Ruling. The final text of the Tax Ruling shall be subject to the approval of Viewbix Parent and Merger Sub, such approval not to be unreasonably withheld, conditioned or delayed. If the Tax Ruling is not obtained, each of Viewbix Parent, Merger Sub, and its Israeli counsel,, the Exchange Agent and their respective agents (each, a “Payor”) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration payable pursuant to this Agreement (i.e. the shares of Viewbix Parent Common Stock) such amounts as are required to be deducted and withheld, if any, under applicable tax law. To the extent that amounts are so withheld and timely remitted to the applicable governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made. The Parties shall cooperate in good faith to eliminate or reduce any such deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding. To the extent that the Payor is obliged to withhold Israeli taxes, each Gix Media shareholder (each, a “Payee”) shall provide the Payor with the amount in cash due with regards to such Israeli taxes prior to the Merger Effective Date. In the event that the Payee fails to provide the Payor with the full cash amount necessary to satisfy such Israeli taxes (as determined in the sole discretion of the applicable Payor) prior to the Merger Effective Date, the Payor shall be entitled to sell the Payee’s shares of Viewbix Parent Common Stock to the extent necessary to satisfy the full amount due with regards to such Israeli taxes (after taking into account any taxes due, if any, with respect to the sale of such Viewbix Parent Common Stock). Each Payee hereby waives, releases and absolutely and forever discharges the Payor from and against any and all claims for any losses in connection with the forfeiture or sale of any portion of the shares of Viewbix Parent Common Stock otherwise deliverable to such Payee in compliance with the withholding requirements under this section‎.

[Signature page follows]

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

[Signature Page of Merger Agreement]