Group 107 Ltd.

Related Party Transaction • Jan 12, 2022

This is an English translation of a Hebrew immediate report that was published on January 12, 2022 (reference no.: 2022-01-005811) (hereafter: the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

January 12, 2022

To To Israel Securities Authority Tel Aviv Stock Exchange www.isa.gov.il www.tase.co.il

Re: Immediate report

The Company is hereby honored to announce that on January 12, 2022, The Central Company for Innovation and Encouragement High Tech Ltd. ("Central Company"), a fully owned subsidiary of the Company, has entered into a binding Letter of Intent (the "LOI"), with a third party (the "Licensee"), pursuant to which Central Company has granted the Licensee an exclusive license to use and further develop certain unregistered intellectual property rights in the field of "digital wallets" developed by Central Company (the "Paynow IP").

The Licensee -is subsidiary of a global group, which provides a wide range of innovative Fintech solutions. and is currently in a process of development of a digital banking platform intended for distribution to clients in the Philippines and other countries.

The license granted as aforesaid will revoke upon after 12 months following the execution of the LOI, unless the Licensee pays Central Company an amount of USD 10,000, in which case such license shall become perpetual.

The LOI also provides for Central Company to provide the Licensee with certain strategic, R&D and business development consulting services, in consideration for which the Licensee shall pay Central Company consulting fees in an amount equal to 5% of the Revenues (as defined in the LOI) received by the Licensee and any affiliate thereof in connection with the use of the Paynow IP or any part thereof.

In the company's estimation the LOI constitutes a seal of approval for its ability to independently develop technology and may assist the Company to engage with other potential global customers. Moreover, the Company estimates that the LOI may be the first step in its attempt to commercialize technology developed by the Company.

Please note that the above information and forecasts regarding the ability to expand to other projects around the world and the possibility that these activities are expected to advance the Company in its commercial activities as well as the receipt of the abovementioned consulting fees is forward looking information within the meaning of the Securities Law, 1968, for which there is no certainty that it will take place at all or might take place in a materially different way from what is stated above. Any forward-looking information contained in this immediate report is based, in addition to existing information of the Company, on current Company expectations and assessments. Although the Company believe the assumptions upon which any forward-looking statements are based are reasonable, any of the assumptions could prove to be in accurate and the forward-looking statements based on these assumptions could be incorrect

Sincerely,

Group 107 Ltd.

Signed by:

Adi Katz, CEO and Director