1.

Obligations, Representations and Warranties

2.

Credit Facility

2.1.

It is agreed that, subject to all the conditions set forth in this Agreement and the Credit Documents, the Bank will provide the Company with a Credit Facility for the purpose of financing current operations in the ordinary course of the Company’s business, in a total amount not exceeding $30,000,000 (thirty million US dollars) which will be in effect until one year from the date of signing this Agreement (hereinafter: the “ Determining Date”) and will be available for utilization for the purpose of providing short-term credit to the Company, whereby the last date for its utilization will be no later than the Determining Date (the “Credit Facility”).

2.2.

Commitment Period - The Company shall be entitled to utilize the Credit Facility up to and no later than the Determining Date. For the avoidance of doubt, it is clarified that, as of the Determining Date, the balance of the Credit Facility that has not been utilized by the Company will be cancelled and that all credit amounts that will be provided to the Company under the Credit Facility shall be repaid in full up to and no later than the Determining Date, except for credits whose final repayment date falls after the Determining Date, which will continue to be amortized as usual in accordance with their terms.

2.3.2.

Interest Rates:

2.3.3.

Utilization of the Credit Facility will be subject to the fulfillment of all the conditions listed below, to the Bank’s satisfaction: (a) the Company is not in breach of any of the terms of the Credit Documents; (b) no event has occurred that entitles the Bank under the Credit Documents to call for the immediate repayment of the Company’s debts and obligations to the Bank, in whole or in part; (c) all the Credit Documents are valid, binding on the Company vis-à-vis the Bank and enforceable without limitation, in accordance with their terms; and (d) in the Bank’s opinion, no change has occurred that prevents, prohibits or restricts the Bank’s ability to provide the credit in question, in whole or in part, including a change in the local or international money market, or a change resulting from a demand, directive or request that was issued or referred by the Bank of Israel or by another competent authority, whether the aforementioned demand, directive or request arises from a change in the law or from an agreement made or to be made from time to time between the Bank and the Bank of Israel or another competent authority, and also, in the Bank’s opinion, no legal impediment to the provision of the credit in question, in whole or in part, arises under any Legal Provision.

2.3.4.

For the avoidance of doubt, it is agreed that the continued management of the credits is subject to all the Bank’s rights and subject to all the Company’s obligations under the Credit Documents and/or under any law and nothing in this Agreement shall derogate, in any way, from the Bank’s rights and/or the customers’ obligations under any other document.

3.

Commissions

3.1.

General -The Company shall pay the Bank the expenses and charges as detailed in the Credit Documents and in addition, as detailed below.

3.2.

Non -Utilization Fee of Credit Facility - The Company shall pay the Bank a non-utilization fee at an annual rate of 0.29% of the amount of the Credit Facility that is not utilized throughout the period from the date of this Agreement until the Determining Date. The fee will be paid at the end of each quarter or on the Determining Date, as the case may be, for the quarter that ended or the period that elapsed from the end of the last quarter until the Determining Date, as the case may be (and in respect of the first quarter - for the relative period until the end of the quarter in which the Credit Facility was provided), and according to a daily calculation that will be carried out by the Bank in accordance with the Bank’s records of the actual utilizations made on that day, all in a cumulative basis, calculated quarterly.

4.

Cancellation/Reduction of the Credit Facility

5.

Miscellaneous

5.1.

This Agreement constitutes and shall always constitute an integral part of the Credit Documents, in such a way that they should be read together, in continuation and in one sequence and as one whole, as being part of their conditions, and as complementing and supplementing each other.

5.2.

It is hereby clarified that in any event of an explicit contradiction between the provisions of the Credit Documents and/or the Account Opening Conditions Booklet and the provisions of this Agreement, the provisions of this Agreement shall apply.

5.3.

Any breach of this Agreement, which is not remedied within 10 days from the date the Company becomes aware of the occurrence of the breach, will be and will be considered as a breach of the Credit Documents and an additional Event of Default that will entitle the Bank the right to call for the immediate repayment of the credit along with all consequences resulting therefrom.

5.4.

The Bank’s waiver to the Company of any breach or non-fulfillment of one or more of the obligations towards the Bank, whether that obligation is included or will be included in any other document, shall not be considered as a justification or excuse for an additional breach or non-fulfillment of any such condition or obligation and the Bank’s failure to exercise any right granted to the Bank under this document and/or any other document and/or under any law, shall not be construed as a waiver of such right.

5.5.

The addresses of the parties for the purposes of this Agreement shall be as specified in the Credit Documents, unless notice is received by either party from the other party regarding the determination of another address in Israel and the Bank confirms receipt of the notice in writing.

5.6.

This Agreement shall be governed by the laws of the State of Israel, without the rules of private international law, and shall be interpreted and implemented in accordance with the laws of the State of Israel.

5.7.

The sole and exclusive place of jurisdiction for the purposes of this Agreement shall be the competent courts in the city of Tel Aviv-Yafo, Israel.

5.8.

The appendices to this Agreement constitute an integral part thereof.

1.

To sign vis-à-vis the Bank the attached document titled: “Credit Agreement”.

2.

To authorize Mrs. Noa Frig Ben-David to sign on behalf of the Company the aforementioned document.

1.

The resolutions adopted and mentioned in the aforementioned minutes are in accordance with the Company’s articles of incorporation, were recorded in the minute book and signed by the Chairman.

2.

All approvals (including in accordance with Part Six of the Companies Law, 5759-1999, to the extent required), resolutions and all necessary legal actions have been duly obtained and carried out, including by the Company’s competent bodies, in such a way that renders the aforementioned resolutions binding upon the Company in all respects vis-à-vis the Bank.

3.

Mrs. Noa Frig Ben-David is duly authorized and her signature at the bottom of the Company’s seal binds the Company, for all intents and purposes.

4.

In addition, I hereby confirm to you that as of the date written at the bottom of this letter, to the best of my knowledge: there is no pending application against the Company for the appointment of a temporary or permanent receiver, no order has been issued against it for the appointment of a temporary or permanent receiver and/or any application for the issuance of a temporary or permanent winding-up order, no temporary or permanent winding-up order has been issued against the Company, and there is no judgment or order against the Company that has not been executed and fully paid as stated therein. Furthermore, no lien and/or charge of any kind encumbers the Company’s assets, in whole or in part, except as detailed in the Company’s extract at the Companies Registrar attached as Appendix A.