Exhibit 4.27


 


Summary
of Economic Terms of Loan Agreements dated January 14, 2016


 


Lender:
Bank Leumi Le'Israel Ltd. (the “Bank”)


 


Borrower:
BOS-Dimex Ltd.


 


	Principal
    Amount of Loan 	NIS
    5,788,600 comprised of NIS 2,365,812 (Dimex Loan A) and  NIS 3,422,788 (Dimex Loan B) 
	Loan
    Currency	NIS
	Term	36
    months 
	Principal
    payment	Dimex
        Loan A – Monthly payment

        

        Dimex
        Loan B – Balloon loan

	Interest
    payment 	Paid
    monthly
	Interest
    rate	Prime
    plus 3.81%


 


		1.	Security
                                         Interests. The security interests granted by BOS-Dimex to the Bank in connection
                                         with its previous loans shall remain in full force and effect, as follows:



 


		A.	A
                                         first priority floating charge on the Company’s assets and rights and a first priority
                                         fixed charge on the Company’s unpaid share capital of the Company and its goodwill
                                         which was created on December 2, 2007 and was registered as “Charge number 4”
                                         on the Israeli Registrar of Companies’ records (the “ROC Records”);



 


		B.	A
                                         first priority floating charge on the Company’s assets and rights and a first priority
                                         fixed charge on the Company’s unpaid share capital of the Company and its goodwill
                                         which was created on March 9, 2008 and was registered as “Charge number 5”
                                         on the ROC Records;



 


		C.	A
                                         first priority floating and fixed charge on checks and deeds created on February 9, 2009
                                         and registered as “Charge number 6” on the ROC Records;



 


		D.	A
                                         first priority fixed charge on all Company funds and rights in deposits and accounts
                                         No. 148200/80 in the Bank’s business branch No. 671 in Rishon Le’zion, that
                                         was created on February 26, 2013 and was registered as “Charge number 10”
                                         on the ROC Records; and



 


		E.	A
                                         first priority fixed charge on all chattel detailed in the addendum to the deed of pledge
                                         and on all related rights including existing insurance rights and/or future insurance
                                         rights derived from the insurance policy on such chattel, created on May 27, 2015 and
                                         registered as “Charge number 12” on the ROC Records.



 


		F.	A
                                         first priority pledge on all rights of BOS-Dimex pursuant to its Agreement for the Sale
                                         of Business Operations with iDnext Ltd. and Next-Line Ltd. of January 1, 2016. Pledge
                                         was created on December 21, 2015 and was registered as “Charge number 13”
                                         on the ROC Records.



 


		G.	A
                                         first priority pledge on all rights of BOS-Dimex pursuant to its Service Agreement with
                                         iDnext Ltd. and Next-Line Ltd. of November 24, 2015. Pledge was created on December 21,
                                         2015 and was registered as “Charge number 14” on the ROC Records.



 


		2.	BOS-Dimex
                                         undertook not to make any investments without the prior written consent of the Bank,
                                         except for investments in the ordinary course of business and in an aggregate amount
                                         not exceeding NIS 200,000 per year.



 


		3.	In
                                         an event of an investment in the share equity of BOS, BOS-Dimex and/or BOS-Odem, 50%
                                         of the proceeds of such investment shall be applied towards repayment of the Dimex Loan
                                         A and Odem Loan A (as defined below).



 


		4.	In
                                         the event that the EBDITA in any of the calendar years 2016, 2017 and 2018 (according
                                         to the audited financial statements for the respective year) is greater than the amounts
                                         set forth below, the excess amount shall be applied towards repayment of Dimex’
                                         Loan B:



 


	Year	EBDITA
	2016	US$940,000
	2017	US$1,040,000
	2018	US$980,000


 


		5.	In
                                         an event that BOS-Dimex will receive an Israeli-government sponsored loan, 75% of the
                                         proceeds of such loan shall be applied towards payment on account of the Dimex Loan A
                                         and the Odem Loan A, in equal shares.



 




     


     


    

  


Borrower:
BOS-Odem Ltd.


 


	Principal	NIS
    8,724,060 comprised of NIS 2,365,812 (Odem Loan A) and  NIS 6,358,248 (Odem Loan B)
	Loan
    Currency	NIS
	Term	36
    months 
	Principal
    payment	Odem
        Loan A – Monthly payment

        

        Odem
        Loan B – Balloon loan

	Interest
    payment	Monthly
	Interest
    rate	Prime
    plus 3.81%


 


		1.	Security
                                         Interests. The security interests granted by BOS-Odem to the Bank in connection with
                                         its previous loans shall remain in full force and effect, as follows:



 


		A.	A
                                         first priority floating charge on the Company’s assets and rights and a first priority
                                         fixed charge on the Company’s unpaid share capital of the Company and its goodwill
                                         which was created on June 3, 1992 and was registered as “Charge number 1”
                                         on the ROC Records;



 


		B.	A
                                         first priority floating and fixed charge on checks and deeds created on May 8, 1994 and
                                         registered as “Charge number 2” on the ROC Records;



 


		C.	A
                                         charge on funds and rights that the Company may receive from its clients from time to
                                         time, and/or deeds that will be deposited at the Bank, that was created on June 15, 2005
                                         and was registered as “Charge number 7” on the ROC Records;



 


		D.	A
                                         first priority fixed charge on all Company funds and rights in deposits and accounts
                                         No. 120800/08 and/or in deposits and accounts that may replace the abovementioned account,
                                         and all consideration, incomes and rights derived from the accounts and/or funds, that
                                         was created on May 6, 2008 and was registered as “Charge number 9” on the
                                         ROC Records;



 


		E.	A
                                         first priority fixed charge on all Company funds and rights in deposits and accounts
                                         No. 120800/08 in the Bank’s business branch No. 671 in Rishon Le’zion and/or
                                         in deposits and accounts that may replace the abovementioned account, and all consideration,
                                         incomes and rights derived from the accounts and/or funds, that was created on February
                                         26, 2013 and was registered as “Charge number 14” on the ROC Records; and



 


		F.	A
                                         first priority fixed charge on all chattel detailed in the addendum to the deed of pledge
                                         and on all related rights including existing insurance rights and/or future insurance
                                         rights derived from the insurance policy on such chattel, created on May 11, 2015 and
                                         registered as “Charge number 16” on the ROC Records.



 


		2.	BOS-Odem
                                         undertook not to make any investments without the prior written consent of the Bank,
                                         except for investments in the ordinary course of business and in an aggregate amount
                                         not exceeding NIS 200,000 per year.



 


		3.	In
                                         an event of an investment in the share equity of BOS, BOS-Dimex and/or BOS-Odem, 50%
                                         of the proceeds of such investment shall be applied towards repayment of the Odem Loan
                                         A and Dimex Loan A.



 


		4.	In
                                         the event that the EBDITA in any of the calendar years 2016, 2017 and 2018 (according
                                         to the audited financial statements for the respective year) is greater than the amounts
                                         set forth below, the excess amount shall be applied towards repayment of Odem’s
                                         Loan B:



 


	Year	EBDITA
	2016	US$800,000
	2017	US$715,000
	2018	US$715,000


 


		5.	In
                                         an event that BOS-Odem will receive an Israeli-government sponsored loan, 75% of the
                                         proceeds of such loan shall be applied towards payment on account of the Odem Loan A
                                         and Dimex Loan A, in equal shares.



 




    	 	2	 



     


    

 


Appendix
6.1.1 to BOS-Dimex’ Loan Agreement


 


To


Bank
Leumi Le’Israel Ltd.


 


To
Whom It May Concern:


 


Whereas
as one of the conditions for the provision of credit, bank services, and the receipt of various undertakings and guarantees from
us, the undersigned, BOS-Dimex Ltd. (the “Company”), you requested that we sign this document, and we have
agreed to the same;


 


Therefore,
we hereby declare and undertake as follows:


 


		1.	Financial
                                         Covenants



 


We
agree that providing credit and bank services to our Company and/or for our guarantee, and their continued management, will be
contingent on our Company’s compliance with the following financial covenants at all times:


 


		1.1.	In
                                         each of the calendar years listed on the table below, the operating profit to service
                                         the debt of the Company will not be less than the amount listed on the table below beside
                                         each relevant year:



 


	Year	EBITDA
	2016	USD
    920,000
	2017	USD
    1,015,000
	2018	USD
    960,000


 


A
deviation of up to 15% will not be considered to be a violation of the aforesaid condition.


  


		1.2.	In
                                         each of the calendar years listed on the table below, the debt coverage ratios of the
                                         Company will not exceed the amount listed on the table below, beside each relevant year:



 


	Year	Debt
    Coverage Ratio (*)
	2016	2.57
	2017	1.77
	2018	1.31


 


(*)
Excluding debt of the Company to sellers of activity of Next Line Ltd. and iDnext Ltd., pursuant to Section 6.2 of the agreement
dated November 24, 2015 between the Company and the aforesaid companies.


 


In
the event of a deviation in EBITDA of up to 15% of the values listed in Section 1.1 above, due to which a deviation occurs in
the debt coverage ratios in any year, the aforesaid deviation will not be considered to be a violation of this condition.


 


		1.3.	In
                                         each of the calendar years listed in the table below, the Company’s equity will
                                         not be less than the amount listed on the table beside the same relevant year:



 


	Year	Equity
    (*)
	2016	USD
    5,304,000
	2017	USD
    5,683,000
	2018	USD
    6,023,000


 


(*)
In the event that during 2015, a decrease in intangible assets is recorded in the financial statements, the values listed on the
table will be updated accordingly.


 






     


     


    

 


In
this Section 1, the following terms shall be defined as follows:


 


“Financial
Statements” shall mean – the annual financial statements of the Company on a solo basis, published by the Company
in accordance with the generally accepting accounting standards, including, inter alia, a balance sheet, income statement,
statement of cash flow, statement of changes to equity and any other report or note required under the accounting standard rules
and/or by any of the competent authorities.


 


“Operating
Profit to Service the Debt (EBITDA)” – the aggregate amount of operating profit from ongoing activity, pursuant
to the most recent annual financial statements, before financing expenses (interest, linkage differentials, exchange rate and
currency differentials and fees) and taxes, in addition to depreciation and amortization expenses recorded in the same period.
For the avoidance of doubt, the definition of the EBITDA will not include sections in accordance with the following:


 


		a.	Revaluation
                                         gains/losses of real estate for investment.



 


		b.	Capital
                                         gains/losses.



 


		c.	Investment
                                         revaluation gains/losses.



 


		d.	Gains
                                         from the elimination of negative goodwill.



 


		e.	Management
                                         fees to the parent company of B.O.S. Better Solutions Ltd. – insofar as the management
                                         fees are recorded as an expense in the Company’s profit and loss statement, provided
                                         that the amount thereof does not exceed the amount set forth for management fees which,
                                         when paid, are excluded from the letters of subordination that the Company and its shareholders
                                         have signed and/or will sign vis-à-vis the Bank.



 


“Debt
Coverage Ratio” – the amount received from the division of the aggregate amount of the balance of the liabilities
towards banks, financial institutions, bondholders and other lenders of any kind, including debt to shareholders/affiliates that
is not discounted (*), with the Operating Profit to Service the Debt.


 


(*)
Excluding debt of the Company to the sellers of the activity of Next-Line Ltd. and iDnext Ltd. under Section 6.2 of the agreement
dated November 24, 2015, between the Company and the aforesaid companies.


 


“Equity”
– equity as presented in the financial statements including paid up share capital, undistributed surplus and reserves.


 


		1.4.	The
                                         financial covenants determined in Sections 1.1-1.3 above (hereinafter: the “Financial
                                         Covenants”) are based on accounting standards, accounting rules, accounting
                                         estimates and policy (hereinafter: the “Accounting Treatment”), as
                                         applied in the Company’s most recent financial statements, as of the date of this
                                         document (hereinafter: the “Recent Financial Statements”).



 


Accounting
Treatment that is different from that on the basis of which the Recent Financial Statements were prepared, including but not only
due to the application of the IFRS (international financial reporting standards), new/other/any accounting standards in Israel
or abroad, changes to estimates and/or changes to accounting policy (all of the above will be hereinafter, jointly and severally,
the “New Accounting Measurements”), may lead to changes that impact the Financial Covenants.


 


Therefore,
the Company agrees as follows:


 


At
any time in which it appears to the Bank, at its sole discretion, that changes have occurred and/or will occur in the Company’s
financial statements due to New Accounting Measurements, the Bank may, after consulting with the Company but without being required
to receive the Company’s consent, notify the Company of the changes that the Bank requires in the Financial Covenants (hereinafter:
the “Amended Financial Covenants”), in order to adjust them to the changes as stated, with the intention of
adjusting them to the original financial purpose based on which the Financial Covenants were determined.


 


In
a case in which the Bank notifies the Company of Amended Financial Covenants, they will bind the Company as of the date on which
the Bank’s notice was provided, and this document will be considered to include the Amended Financial Covenants, as of the
delivery of the Bank’s notice.


 


		1.5.	In
                                         addition, and without derogating from the above, it is agreed that in the fourth quarter
                                         of 2018, updated financial covenants will be set that will apply to the Company as of
                                         2019 and thereafter.



 






    	 	2	 



     


    

 


		2.	Undertaking
                                         to refrain from changing ownership and control of the Company



 


We
undertake that there will be no change to the holdings percentages of the shareholders in the share capital and voting rights
in the Company compared to the current percatnages on the signing date of this document, without the prior written consent of
the Bank.


 


“Control”
for the purpose of this document is as defined in the Israeli Securities Law, 5728-1968.


 


		3.	Undertaking
                                         to refrain from performing a merger



 


We
undertake not to perform, undertake to perform or initiate any proceedings to perform a merger with another/other corporation/s
or to perform a split without the prior written consent of the Bank to the same. For the same purpose, we undertake to immediately
provide the Bank with any information and document that the Bank requires, at its discretion, in order to determine its position
regarding the merger.


 


The
Company’s undertakings as stated in this section above apply both regarding a merger under the Eighth Part or the Ninth
Part of the Companies Law, 5759-1999 and regarding any action that results in the acquisition of substantially all assets of the
Company by another person or corporation, or any action in consequence of which shares of the Company are acquired that grants
the purchaser control of the Company, or any action in consequence of which the Company, directly or indirectly, acquires substantially
all assets of another corporation, or shares of another corporation that grants it control over the same corporation.


 


		4.	Undertaking
                                         to furnish financial statements



 


We
undertake to provide you with the following reports:


 


		4.1.	By
                                         no later than April 30 of each year, annual financial statements of the Company, on a
                                         consolidated basis as well as of the Company alone, including, inter alia, a balance
                                         sheet, income statement, cash flow and any other report required by the competent authorities
                                         (hereinafter: the “Financial Statements”), annual, audited by a certified
                                         external accountant, and referring to December 31 of the previous year.



 


		4.2.	By
                                         no later than 45 days from the end of each quarter, quarterly financial statements of
                                         the Company on a consolidated basis, relating to the recently ended quarter.



 


		4.3.	By
                                         no later than 30 days from the end of each quarter, reports signed and approved by the
                                         CFO of the Company regarding inventory, receivables, liabilities of the Company to the
                                         bank system, and payables of the Company. The aforesaid reports will include, inter
                                         alia, the following details as well:



 


		4.3.1.	A
                                         floating charge report, such as the sample attached.



 


		4.3.2.	Inventory
                                         report – including details regarding the raw materials, raw materials in transit
                                         (paid for by the Company), work in progress, ancillary materials, and finished products.
                                         Additionally, reports regarding the aforesaid inventory components will include details
                                         regarding the credit of the Company’s suppliers for the inventory components and
                                         details regarding the credit secured by bank guarantees.



 


		4.3.3.	Receivables
                                         report – including details of receivables in Israel and abroad, checks and
                                         deeds for collection, advances from customers (that are not provided against a bank guarantee)
                                         and details about aging of receivables and names of the main customers.



 


		4.3.4.	Report
                                         of the total liabilities to the bank system and other creditors (detailed based on
                                         each of the banks and other creditors separately) – including details regarding
                                         short-term credit (including from the State of Israel), long term loans, documentary
                                         import credit of the Company, guarantees and total credit.



 


		4.3.5.	Report
                                         of additional debt balances – including details of debts to employees (for
                                         wages, vacation, severance and pension), provisions to income tax originally for the
                                         employees, debts to local authorities and debts to government institutions (such as income
                                         tax, purchase tax, national insurance, property tax, etc.).



 


		4.3.6.	Report
                                         of suppliers – including detail regarding suppliers in Israel, suppliers abroad
                                         and details regarding aging suppliers and listing names of the main suppliers.



 


		4.3.7.	Report
                                         of budget versus actual performance.



 






    	 	3	 



     


    

 


		4.4.	Before
                                         the end of each calendar year, the Company undertakes to provide the Bank with a budget
                                         for the subsequent calendar year; however, providing the aforesaid annual budget to the
                                         Bank by no later than January 30 of each subsequent year will not be considered to be
                                         a violation.



 


		4.5.	By
                                         no later than 14 business days from the publication of any financial report, approval
                                         of an accountant of the Company or the CFO of the Company, at the Company’s selection,
                                         regarding its compliance with the financial covenants set forth in this document, which
                                         will include an attached explanation and calculation regarding the manner with which
                                         the Company complied with the aforesaid financial covenants.



 


		4.6.	At
                                         the request of the Bank, any document, report or additional information in addition to
                                         other clarifications, insofar as required, including and without derogating from the
                                         generality of the above, a detailed business plan and reports that the Company will provide
                                         to its shareholders, all in the manner and form requested by the Bank.



 


		5.	Undertaking
                                         to furnish additional reports



 


We
undertake to provide you with a copy of any approval, notice, report or other document that we are required to provide the Companies
Registrar and/or the Securities Authority under any law, upon its delivery to the Companies Registrar and/or Securities Authority
as stated.


 


		6.	Undertaking
                                         to refrain from issuing bearer securities



 


We
undertake not to issue bearer certificates without the Bank’s prior written consent.


 


We
declare that as of the signing of this document, the Company has not issued bearer securities.


 


		7.	Undertakings
                                         vis-à-vis third parties



 


		a.	We
                                         undertake to notify the Bank, a reasonable time in advance and in writing, of our intention
                                         to make undertakings towards any third party, including but not limited to by way of
                                         an issuance, which do or may limit, in any manner, our right to create securities in
                                         favor of the Bank that are required and/or may be required to secure credit and/or existing
                                         and/or anticipated services of the Bank, and to provide the Bank with the wording of
                                         the undertaking as stated before its final formation. We are aware that undertakings
                                         towards a third party as stated may cause termination and/or reduction of the credit
                                         limits before they expire and/or terminate an undertaking to provide credit and/or bank
                                         services, if provided and/or will be provided, and we agree to the same.



 


		b.	We
                                         undertake to notify the Bank, a reasonable time in advance and in writing, of our intention
                                         to undertake, towards any third party, including but not limited to by way of an issuance,
                                         financial covenants the breach of which would or may entitle the same third party to
                                         call our debts for immediate repayment. In such a case, the Bank may, at its discretion,
                                         notify us of the changes required to the covenants that we have undertaken vis-à-vis
                                         the Bank (the “Amended Covenants”), and at the Bank’s request,
                                         the Amended Covenants will bind us, as of the date on which the aforesaid notice was
                                         provided.



 


		8.	Validity
                                         of the undertakings



 


Our
aforesaid undertakings will remain in force as long as we owe or will owe you any amounts on account of the loans, credit and/or
other bank services that you have provided and/or will provide us in the future and/or as long as the undertakings and guarantees
towards you or for your benefit is in force.


 


In
any event in which we fail to meet the Financial Covenants, in whole or in part, or if we violate any of the other undertakings
set forth in this document above, in whole or in part – in addition to any other remedy to which we will be entitled under
any law or under any other undertaking of ours towards you, included or that will be included in any document – you may
call all or part of our debts and undertakings towards you for immediate repayment, and you may collect them from us in addition
to any amount that, in the Bank’s opinion, may cover the losses and/or expenses incurred by the Bank as a result of calling
for immediate repayment as stated.


 


It
is clarified that failure to take proceedings by the Bank for a breach of a previous undertaking or non-fulfillment of one or
more of our undertakings towards the Bank, whether the same undertaking is included in this document or is included or will be
included in another document, will not be considered to be abandonment or waiver on the Bank’s part of its rights and/or
justification or a pretext for the continued existence of the breach and/or the existence of any additional breach or additional
non-fulfillment of any condition or undertaking of ours as stated.


  


Sincerely,


 


Bos
Dimex Ltd.


 




     


     


    

  


Appendix
6.1.1 to BOS-Odem’s Loan Agreement


 


To


Bank
Leumi Le’Israel Ltd.


 


To
Whom It May Concern:


 


Whereas
as one of the conditions for the provision of credit, bank services, and the receipt of various undertakings and guarantees from
us, the undersigned, BOS-Odem Ltd. (the “Company”), you requested that we sign this document, and we have agreed
to the same;


 


Therefore,
we hereby declare and undertake as follows:


 


		1.	Financial
                                         Covenants



 


We
agree that providing credit and bank services to our Company and/or for our guarantee, and their continued management, will be
contingent on our Company’s compliance with the following financial covenants at all times:


 


		1.1.	In
                                         each of the calendar years listed on the table below, the operating profit to service
                                         the debt of the Company will not be less than the amount listed on the table below beside
                                         each relevant year:



 


	Year	EBITDA
	2016	USD
    786,000
	2017	USD
    702,000
	2018	USD
    700,000


 


A
deviation of up to 15% will not be considered to be a violation of the aforesaid condition.


 


		1.2.	In
                                         each of the calendar years listed on the table below, the debt coverage ratios of the
                                         Company will not exceed the amount listed on the table below, beside each relevant year:



 


	Year	Debt
    Coverage Ratio (*)
	2016	2.97
	2017	2.92
	2018	2.52


 


In
the event of a deviation in EBITDA of up to 15% of the values listed in Section 1.1 above, due to which a deviation occurs in
the debt coverage ratios in any year, the aforesaid deviation will not be considered to be a violation of this condition.


 


		1.3.	In
                                         each of the calendar years listed in the table below, the Company’s equity will
                                         not be less than the amount listed on the table beside the same relevant year:



 


	Year	Equity
    (*)
	2016	USD
    2,564,000
	2017	USD
    2,946,000
	2018	USD
    3,343,000


 


In
this Section 1, the following terms shall be defined as follows:


 


“Financial
Statements” shall mean – the annual financial statements of the Company on a solo basis, published by the Company
in accordance with the generally accepting accounting standards, including, inter alia, a balance sheet, income statement,
statement of cash flow, statement of changes to equity and any other report or note required under the accounting standard rules
and/or by any of the competent authorities.


 






     


     


    

 


“Operating
Profit to Service the Debt (EBITDA)” – the aggregate amount of operating profit from ongoing activity, pursuant
to the most recent annual financial statements, before financing expenses (interest, linkage differentials, exchange rate and
currency differentials and fees) and taxes, in addition to depreciation and amortization expenses recorded in the same period.
For the avoidance of doubt, the definition of the EBITDA will not include sections in accordance with the following:


 


		a.	Revaluation
                                         gains/losses of real estate for investment.



 


		b.	Capital
                                         gains/losses.



 


		c.	Investment
                                         revaluation gains/losses.



 


		d.	Gains
                                         from the elimination of negative goodwill.



 


		e.	Management
                                         fees to the parent company of B.O.S. Better Solutions Ltd. – insofar as the management
                                         fees are recorded as an expense in the Company’s profit and loss statement, provided
                                         that the amount thereof does not exceed the amount set forth for management fees which,
                                         when paid, are excluded from the letters of subordination that the Company and its shareholders
                                         have signed and/or will sign vis-à-vis the Bank.



 


“Debt
Coverage Ratio” – the amount received from the division of the aggregate amount of the balance of the liabilities
towards banks, financial institutions, bondholders and other lenders of any kind, including debt to shareholders/affiliates that
is not discounted (*), with the Operating Profit to Service the Debt.


 


“Equity”
– equity as presented in the financial statements including paid up share capital, undistributed surplus and reserves.


 


		1.4.	The
                                         financial covenants determined in Sections 1.1-1.3 above (hereinafter: the “Financial
                                         Covenants”) are based on accounting standards, accounting rules, accounting
                                         estimates and policy (hereinafter: the “Accounting Treatment”), as
                                         applied in the Company’s most recent financial statements, as of the date of this
                                         document (hereinafter: the “Recent Financial Statements”).



 


Accounting
Treatment that is different from that on the basis of which the Recent Financial Statements were prepared, including but not only
due to the application of the IFRS (international financial reporting standards), new/other/any accounting standards in Israel
or abroad, changes to estimates and/or changes to accounting policy (all of the above will be hereinafter, jointly and severally,
the “New Accounting Measurements”), may lead to changes that impact the Financial Covenants.


 


Therefore,
the Company agrees as follows:


 


At
any time in which it appears to the Bank, at its sole discretion, that changes have occurred and/or will occur in the Company’s
financial statements due to New Accounting Measurements, the Bank may, after consulting with the Company but without being required
to receive the Company’s consent, notify the Company of the changes that the Bank requires in the Financial Covenants (hereinafter:
the “Amended Financial Covenants”), in order to adjust them to the changes as stated, with the intention of
adjusting them to the original financial purpose based on which the Financial Covenants were determined.


 


In
a case in which the Bank notifies the Company of Amended Financial Covenants, they will bind the Company as of the date on which
the Bank’s notice was provided, and this document will be considered to include the Amended Financial Covenants, as of the
delivery of the Bank’s notice.


 


		1.5.	In
                                         addition, and without derogating from the above, it is agreed that in the fourth quarter
                                         of 2018, updated financial covenants will be set that will apply to the Company as of
                                         2019 and thereafter.



 


		2.	Undertaking
                                         to refrain from changing ownership and control of the Company



 


We
undertake that there will be no change to the holdings percentages of the shareholders in the share capital and voting rights
in the Company compared to the current percatnages on the signing date of this document, without the prior written consent of
the Bank.


 


“Control”
for the purpose of this document is as defined in the Israeli Securities Law, 5728-1968.


 






    	 	2	 



     


    

 


		3.	Undertaking
                                         to refrain from performing a merger



 


We
undertake not to perform, undertake to perform or initiate any proceedings to perform a merger with another/other corporation/s
or to perform a split without the prior written consent of the Bank to the same. For the same purpose, we undertake to immediately
provide the Bank with any information and document that the Bank requires, at its discretion, in order to determine its position
regarding the merger.


 


The
Company’s undertakings as stated in this section above apply both regarding a merger under the Eighth Part or the Ninth
Part of the Companies Law, 5759-1999 and regarding any action that results in the acquisition of substantially all assets of the
Company by another person or corporation, or any action in consequence of which shares of the Company are acquired that grants
the purchaser control of the Company, or any action in consequence of which the Company, directly or indirectly, acquires substantially
all assets of another corporation, or shares of another corporation that grants it control over the same corporation.


 


		4.	Undertaking
                                         to furnish financial statements



 


We
undertake to provide you with the following reports:


 


		4.1.	By
                                         no later than April 30 of each year, annual financial statements of the Company, on a
                                         consolidated basis as well as of the Company alone, including, inter alia, a balance
                                         sheet, income statement, cash flow and any other report required by the competent authorities
                                         (hereinafter: the “Financial Statements”), annual, audited by a certified
                                         external accountant, and referring to December 31 of the previous year.



 


		4.2.	By
                                         no later than 45 days from the end of each quarter, quarterly financial statements of
                                         the Company on a consolidated basis, relating to the recently ended quarter.



 


		4.3.	By
                                         no later than 30 days from the end of each quarter, reports signed and approved by the
                                         CFO of the Company regarding inventory, receivables, liabilities of the Company to the
                                         bank system, and payables of the Company. The aforesaid reports will include, inter
                                         alia, the following details as well:



 


		4.3.1.	A
                                         floating charge report, such as the sample attached.



 


		4.3.2.	Inventory
                                         report – including details regarding the raw materials, raw materials in transit
                                         (paid for by the Company), work in progress, ancillary materials, and finished products.
                                         Additionally, reports regarding the aforesaid inventory components will include details
                                         regarding the credit of the Company’s suppliers for the inventory components and
                                         details regarding the credit secured by bank guarantees.



 


		4.3.3.	Receivables
                                         report – including details of receivables in Israel and abroad, checks and
                                         deeds for collection, advances from customers (that are not provided against a bank guarantee)
                                         and details about aging of receivables and names of the main customers.



 


		4.3.4.	Report
                                         of the total liabilities to the bank system and other creditors (detailed based on
                                         each of the banks and other creditors separately) – including details regarding
                                         short-term credit (including from the State of Israel), long term loans, documentary
                                         import credit of the Company, guarantees and total credit.



 


		4.3.5.	Report
                                         of additional debt balances – including details of debts to employees (for
                                         wages, vacation, severance and pension), provisions to income tax originally for the
                                         employees, debts to local authorities and debts to government institutions (such as income
                                         tax, purchase tax, national insurance, property tax, etc.).



 


		4.3.6.	Report
                                         of suppliers – including detail regarding suppliers in Israel, suppliers abroad
                                         and details regarding aging suppliers and listing names of the main suppliers.



 


		4.3.7.	Report
                                         of budget versus actual performance.



 


		4.4.	Before
                                         the end of each calendar year, the Company undertakes to provide the Bank with a budget
                                         for the subsequent calendar year; however, providing the aforesaid annual budget to the
                                         Bank by no later than January 30 of each subsequent year will not be considered to be
                                         a violation.



 


		4.5.	By
                                         no later than 14 business days from the publication of any financial report, approval
                                         of an accountant of the Company or the CFO of the Company, at the Company’s selection,
                                         regarding its compliance with the financial covenants set forth in this document, which
                                         will include an attached explanation and calculation regarding the manner with which
                                         the Company complied with the aforesaid financial covenants.



 






    	 	3	 



     


    

 


		4.6.	At
                                         the request of the Bank, any document, report or additional information in addition to
                                         other clarifications, insofar as required, including and without derogating from the
                                         generality of the above, a detailed business plan and reports that the Company will provide
                                         to its shareholders, all in the manner and form requested by the Bank.



 


		5.	Undertaking
                                         to furnish additional reports



 


We
undertake to provide you with a copy of any approval, notice, report or other document that we are required to provide the Companies
Registrar and/or the Securities Authority under any law, upon its delivery to the Companies Registrar and/or Securities Authority
as stated.


 


		6.	Undertaking
                                         to refrain from issuing bearer securities



 


We
undertake not to issue bearer certificates without the Bank’s prior written consent.


 


We
declare that as of the signing of this document, the Company has not issued bearer securities.


 


		7.	Undertakings
                                         vis-à-vis third parties



 


		a.	We
                                         undertake to notify the Bank, a reasonable time in advance and in writing, of our intention
                                         to make undertakings towards any third party, including but not limited to by way of
                                         an issuance, which do or may limit, in any manner, our right to create securities in
                                         favor of the Bank that are required and/or may be required to secure credit and/or existing
                                         and/or anticipated services of the Bank, and to provide the Bank with the wording of
                                         the undertaking as stated before its final formation. We are aware that undertakings
                                         towards a third party as stated may cause termination and/or reduction of the credit
                                         limits before they expire and/or terminate an undertaking to provide credit and/or bank
                                         services, if provided and/or will be provided, and we agree to the same.



 


		b.	We
                                         undertake to notify the Bank, a reasonable time in advance and in writing, of our intention
                                         to undertake, towards any third party, including but not limited to by way of an issuance,
                                         financial covenants the breach of which would or may entitle the same third party to
                                         call our debts for immediate repayment. In such a case, the Bank may, at its discretion,
                                         notify us of the changes required to the covenants that we have undertaken vis-à-vis
                                         the Bank (the “Amended Covenants”), and at the Bank’s request,
                                         the Amended Covenants will bind us, as of the date on which the aforesaid notice was
                                         provided.



 


		8.	Validity
                                         of the undertakings



 


Our
aforesaid undertakings will remain in force as long as we owe or will owe you any amounts on account of the loans, credit and/or
other bank services that you have provided and/or will provide us in the future and/or as long as the undertakings and guarantees
towards you or for your benefit is in force.


 


In
any event in which we fail to meet the Financial Covenants, in whole or in part, or if we violate any of the other undertakings
set forth in this document above, in whole or in part – in addition to any other remedy to which we will be entitled under
any law or under any other undertaking of ours towards you, included or that will be included in any document – you may
call all or part of our debts and undertakings towards you for immediate repayment, and you may collect them from us in addition
to any amount that, in the Bank’s opinion, may cover the losses and/or expenses incurred by the Bank as a result of calling
for immediate repayment as stated.


 


It
is clarified that failure to take proceedings by the Bank for a breach of a previous undertaking or non-fulfillment of one or
more of our undertakings towards the Bank, whether the same undertaking is included in this document or is included or will be
included in another document, will not be considered to be abandonment or waiver on the Bank’s part of its rights and/or
justification or a pretext for the continued existence of the breach and/or the existence of any additional breach or additional
non-fulfillment of any condition or undertaking of ours as stated.


  


Sincerely,


 


Bos-Odem
Ltd.