Viewbix Inc

Any compensation received by our officers, directors, and management personnel will be determined from time to time by our Board of Directors. Our officers, directors, and management personnel will be reimbursed for any out-of-pocket expenses incurred on our behalf.

The following table sets out the compensation paid for the fiscal years ended December 31, 2023 and 2022 as applicable, to our principal executive officer, the two other most highly paid executive officers and one additional individual for whom disclosure would have been provided pursuant to paragraph (m)(2)(ii) of Item 402 of Regulation S-K, but for the fact that the individual was not serving as an executive officer at the end of the fiscal year ended December 31, 2023:

The table is in U.S. dollars

Director’s Compensation

The following table sets forth the compensation we paid our non-executive directors during the fiscal year ended December 31, 2023.

Effective as of October 1, 2022, our non-executive directors are each entitled to a quarterly compensation fee of NIS 10,000 (approximately $2,710).

Compensation Policies and Practices as They Relate to the Company’s Risk Management

We believe that our compensation policies and practices for all employees, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

Compensatory Arrangements

Except for our Chief Executive Officer, Chief Financial Officer and Chairman of the Board, we do not have any formal employment or consulting agreement with any of our officers. Any future compensation will be determined by the Board of Directors, and, as appropriate, an employment agreement will be executed.

Chairman of the Board

We have entered into a management consulting agreement, through Viewbix Israel, with Mr. Yoram Baumann, which provides for the following compensation in connection with his services as the Company’s and Gix Media’s Chairman of the Board of Directors: (i) a gross monthly consulting fee of NIS 50,000 (approximately $14,200), which as of December 1, 2022 was increased to 65,000 (approximately $18,500) and (ii) certain additional performance-based cash awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) the completion of an equity or debt financing above $5 million and (c) the completion of certain merger/sale transactions (collectively the “Chair’s Bonus Payments”). The Chair’s Bonus Payments, in the aggregate, are limited to an annual amount equal to six (6) months’ consulting fees, all subject to Gix Internet’s compensation policy.

The foregoing description of Mr. Baumann’s consulting agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 10.6 hereto.

Chief Executive Officer

We have entered into an employment agreement, through Viewbix Israel, with Mr. Amihay Hadad, our Chief Executive Officer, pursuant to which as of December 1, 2022, he is entitled to receive the following terms of compensation: (i) a gross monthly base salary of NIS 50,000 (approximately $14,200) and (ii) certain additional performance-based cash awards, including (a) the Company’s achievement of certain pre-determined financial targets (as evaluated pursuant to adjusted EBITDA metrics), (b) completion of certain merger and acquisition transactions, and (c) pursuant to the discretion of the Board of Directors following a review of Mr. Hadad’s performance upon the completion of the fiscal year (collectively the “Bonus Payments”). The Bonus Payments, in the aggregate, are limited to an amount equal to six (6) months’ base salary*.*In accordance with the terms of Mr. Hadad’s employment agreement, he will also receive additional benefits customary for a chief executive officer of his experience and for companies of similar stature and standing to that of the Company.

The foregoing description of Mr. Hadad’s employment agreement is qualified in its entirety by reference to the full text of the employment agreement, a copy of which is filed as Exhibit 10.5 hereto.

Chief Executive Officer of Gix Media

Gix Media previously entered into an employment agreement with, Mr. Itay Brookmayer, Gix Media’s former Chief Executive Officer, pursuant to which he was entitled to receive the following terms of compensation: (i) a monthly base salary of NIS 50,000 (approximately $14,200); (ii) an annual target bonus of up to six monthly salaries pursuant to certain pre-determined EBITDA metrics objectives as set forth in his employment agreement and (iii) additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Gix Media. Effective as of June 15, 2023, Mr. Brookmayer’s employment agreement with Gix Media was terminated.

VP Research and Development of Gix Media

Gix Media entered into an employment agreement with, Mr. Ofer Restatcher, Gix Media’s VP Research and Development, pursuant to which, effective as of January 1, 2022, he is entitled to receive a monthly base salary of NIS 48,000 (approximately $13,600). In accordance with the terms of Mr. Restatcher’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Gix Media.

Chief Operations Officer of Cortex

Cortex entered into an employment agreement with, Mr. Asael Sharabi, Cortex’s Chief Operations Officer, pursuant to which, effective as of January 1, 2023, he is entitled to receive a monthly base salary of NIS 35,983 (approximately $9,920). In accordance with the terms of Mr. Sharabi’s employment agreement, he will also receive additional benefits customary for an executive officer of his experience and for companies of similar stature and standing to that of Cortex. In addition, Cortex entered into a services agreement with Mr. Asael Sharabi, pursuant to which Mr. Sharabi provides additional operational and financial services for a monthly fee of NIS 17,500 plus VAT (approximately $4,825).

Outstanding Equity Awards

As of the end of the year ended December 31, 2023, there were 51,020 RSUs outstanding under the 2023 Plan, all which were granted to Mr. Shmuel Bendahan, the Chief Executive Officer of Gix Media. The RSUs were granted on July 20, 2023, and began vesting on July 1, 2023. 25,510 (50%) shares of Common Stock underlying the RSUs vested immediately upon the vesting commencement date and the remaining 50% will vest on July 1, 2024, 12 months after the vesting commencement date, all in accordance with the terms and conditions of the 2023 Plan.

Option Grants

Other than the foregoing grant to Mr. Bendahan, during the year ended December 31, 2023, the Board of Directors did not authorize the issuance of equity awards to executive officers and directors to purchase shares of Common Stock.

Aggregated Option Exercises and Fiscal Year-End Option Value

There were no stock options exercised during the year ending December 31, 2023, by our executive officers.

Long-Term Incentive Plan (“LTIP”) Awards

There were no awards made to Named Executive Officers in the last completed fiscal year under any LTIP.

Indebtedness of Management

No officer, director or security holder known to us to own of record or beneficially more than 5% of our common stock or any member of the immediate family or sharing the household (other than a tenant or employee) of any of the foregoing persons is indebted to us in the years 2023 and 2022.