Exhibit 4.5


 


ASIA PITUACH
(A.D.B.M.) LTD.

(the “Company”)


To


__________


 


Dear Sir,


 


Re:
Letter of Exculpation


 


		Whereas:	The necessary resolutions were duly adopted by the Company to exculpate you in advance from liability for any damage caused
due to a breach of the duty of care owed to the Company with respect to acts performed by you during the course of your service
as an Officeholder in the Company, as set forth below; and



 


		Whereas:	The Company is interested in exculpating you from liability, in accordance with and subject to the terms and conditions of
this Letter;



 


Now,
therefore, subject to the provisions of any law and the provisions of this Letter of Exculpation, the Company hereby undertakes
towards you as follows:


 


1.       General


 


		1.1	The preamble and supplement hereto constitute an integral
part hereof.



 


		1.2	The section headings are intended solely for convenience of reading and shall not be used for interpretation
of this Letter.



 


2.      
Definitions


 


In this Letter of Exculpation, the following terms shall
be assigned with the meanings appearing alongside them, unless explicitly stated otherwise:


 


		2.1	“Companies
                                                                                                                     Law” - the Companies Law, 5759-1999, as shall be in effect from time to time, including any amendments or
                                                                                                                     modifications thereto.



 


		2.2	“Officeholder” - as
such term is defined in the Companies Law, including an Officeholder who is a Controlling Shareholder and/or an Officeholder who
is an employee of the Company.



 


		2.3	“Act” - as such term
is defined in the Companies Law, including a resolution and/or omission during your service as an Officeholder in the Company and/or
its subsidiaries, including your acts prior to the date of this Letter.



 


3.       Exculpation


 


		3.1	The Company hereby exculpates you, in advance, from any liability towards the Company due to any
damage sustained and/or to be sustained to it, if any, due to your breach of the duty of care to the Company.



 


		3.2	The Company does not exculpate you from liability towards it for any of the following:



 


		3.2.1	Breach of fiduciary duty;



 


		3.2.2	Breach of the duty of care committed intentionally or recklessly, other than a breach of the duty
of care committed solely by negligence;



 


		3.2.3	Acts made with an intention to illegally reap a personal
gain;



 


		3.2.4	A fine, civil fine or monetary sanction, to the extent such is levied on you.



 






    


     

    

 


		4.	The Company’s undertakings under this Letter of Exculpation shall inure to your benefit and/or
to the benefit of your estate without time limit, also following the termination of your service as an Officeholder in the Company,
provided the Acts with respect to which such undertakings are given were and/or shall be performed during the course of your service
as an Officeholder of the Company.



 


		5.	This Letter of Exculpation may not be transferred, assigned and/or charged and nothing in this
Letter of Exculpation and/or any of the terms hereof may create any undertaking towards any third party and/or confer any rights
whatsoever upon such third party, and neither this Letter of Exculpation nor any of the terms hereof shall be deemed to be an undertaking
and/or contract in favor of any third party.



 


		6.	In the event of a conflict between any provisions in this Letter of Exculpation and the provisions
of any law which cannot be stipulated against, or which may not be amended or supplemented, such provision of the law shall prevail,
but without derogating from and/or affecting the validity and effect of the other provisions of this Letter of Exculpation.



 


		7.	This Letter of Exculpation shall come into effect upon your signing a copy of this Letter where
indicated and delivery of the signed copy to the Company.







		8.	This Letter of Exculpation may not be amended, unless signed by both the Company and you.







		9.	To avoid doubt, it is hereby provided that this Letter of Exculpation does not constitute a contract
in favor of a third party and may not be assigned.



 


		10.	Under no circumstances shall any waiver, laches, avoidance of action or the granting of an extension
on the part of the Company or you be considered as waiver by the Company or you of any rights under this Letter and under any law
and shall not prevent such party from taking all legal and other actions necessary to exercise such rights.



 


		11.	This Letter of Exculpation shall be governed by Israeli Law and the competent court in Tel Aviv
shall have exclusive jurisdiction to hear any disputes arising from the implementation of this Letter.



 






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In Witness Whereof, the Company has hereunto set its hand,
through its duly authorized signatories.


 


(Signature + Stamp: ASIA PITUACH (A.D.B.M.) LTD. 520036062)


The Company


 


I hereby acknowledge receipt of this Letter and my agreement to
all its terms and conditions.


 


(Signature)


 


Name: ______________________


 


Date: ____________


 


 


 






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Schedule to Exhibit 4.5


 


The following directors
and executive officers are parties to Exculpation Agreements with the Company which are substantially identical in all material
respects to the representative Exculpation Agreement filed herewith and are dated as of the respective dates listed below. The
other Exculpation Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation S-K.


 


	Name of Signatory	 	Date
	 	 	 
	Michael Gally	 	January 5, 2016
	Chairman of the Board of Directors	 	 
	 	 	 
	Haim Siboni	 	January 5, 2016
	Chief Executive Officer	 	 
	 	 	 
	Eli Yoresh	 	January 5, 2016
	Chief Financial Officer	 	 
	 	 	 
	Ariel Dor 	 	January 5, 2016
	Chief Operations Officer	 	 
	 	 	 
	Ehud Aharoni	 	January 5, 2016
	Director	 	 
	 	 	 
	Avishay Cohen	 	January 5, 2016
	Director	 	 
	 	 	 
	Shaul Gilad	 	January 5, 2016
	Director	 	 
	 	 	 
	Zeev Levenberg	 	January 5, 2016
	Director	 	 


 


 


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