Exhibit 4.28


 


“A”


 


Letter
of Subordination and Additional Undertakings –


 


For
signature by the shareholders and controlling shareholders


 


	To: 	Date: January 14, 2016
	Bank
Leumi of Israel Ltd.	 







 


		Whereas	Bank
                                         Leumi Le’Israel Ltd. (the “Bank”) has provided or agrees to
                                         allocate to BOS-[Dimex/Odem] Ltd. (the “Company”), from time to time,
                                         as the Bank sees fit, credit and/or other bank services in amounts and under the terms
                                         agreed upon or that will be agreed upon by the Bank and the Company; and
	 	 	 
		Whereas	The
                                         Bank has received and/or will receive from the Company various undertakings and guarantees
                                         towards the Bank or for its benefit; and
	 	 	 
		Whereas	As
                                         one of the conditions for providing the credit and/or other bank services as stated,
                                         the Bank has requested that we sign this document, and we have agreed to the same;



 


Therefore,
we the undersigned, shareholders and/or controlling shareholders of the Company, all jointly and each of us severally, hereby
declare and undertake towards you, in our name and on behalf of companies under our control and our family members, as follows:


 


For
the purpose of this document, the following terms will have the meanings beside them:


 


“Corporations
Under Our Control” – any company or other corporation under our control or the control of any of us.


 


“Control,
“Relative” – as defined in the Securities Law, 5728-1968, as in force from time to time.


 


		1.	We,
                                         Corporations Under Our Control, and our Relatives, will not demand, receive, collect,
                                         issue, directly or indirectly or in any other manner or form, any amount from or on account
                                         of capital deeds that the Company has issued and/or will issue for us and/or for the
                                         benefit of any of us and/or from or on account of loans provided and/or that will be
                                         provided to the Company, including payments of principal, interest, fees and expenses
                                         (all of the aforesaid amounts are hereinafter: the “Loans”).



 


Additionally,
we undertake that we, Corporations Under Our Control, and our Relatives will not request, receive, collect or issue from the Company
(from its profits, capital or any other source), directly or indirectly, in any manner or form, dividend (as defined in the Companies
Law, 5759-1999, as amended from time to time), interest, management fees, indemnification fees, compensation, consulting fees
or any amounts of cash or cash equivalents (the aforesaid amounts are hereinafter: “Dividends”) and will not
demand or request from the Company an undertaking to provide Dividends as stated.


 


Without
derogating from the generality of the above, it is hereby clarified, for the avoidance of doubt alone, that within our undertaking
as stated above, we, Corporations Under Our Control, and our Relatives, will not receive any credit and/or any assistance in the
receipt of credit and/or guarantees in our favor from the Company, without the Bank’s prior written consent.


 


Additionally,
we will not provide another/others, directly or indirectly, all or any part of our rights, existing or future, towards the Company
for the Dividends and/or Loans, without the Bank’s prior written consent.


 


Notwithstanding
the above, as long as B.O.S. Better Online Solutions Ltd., the controlling shareholder of the Company (the “Parent Company”)
is a reporting corporation as defined in the Companies Law, 5759-1999, and as long as no event occurs that grants the Bank the
right to call debts of the Company towards it for immediate repayment, the Company may distribute Dividends and/or repay the Loans
and/or provide loans to the Parent Company, subject to the provisions of the Companies Law and the law, in an aggregate amount
(of Dividends in addition to payment and/or receipt of Loans) that does not exceed, in any calendar year, the amount appearing
on the table below on the line for the same year, provided that the funds that the shareholders receive in accordance with this
Section is used by the Parent Company to cover up to 50% of the expenses actually paid (cash flow) by the Parent Company in the
same calendar year alone, as they appear in the annual audited and quarterly financial statements of the Parent Company, which
are presented to the Bank upon their publication each quarter, with respect to the previous quarter, in addition to approval from
the auditor or reviewer (as applicable) regarding the amount of the aforesaid expenses.


 



     

     

    

 


The
following are the excluded amounts (in USD thousands):


 


	 	Year	 	Amount	 
	 	2016	 	 	256.0	 
	 	2017	 	 	256.0	 
	 	2018	 	 	256.0	 



 


		2.	Without
                                         derogating from the above, in the event that we or any of us, and/or Corporations Under
                                         Our Control and/or our Relatives and/or others as stated above, receives from the Company
                                         any amount on account of or in connection with the Loans or Dividends, we will provide
                                         the Bank with any such amount immediately upon its receipt by any of us as stated. The
                                         Bank may charge, as it sees fit, any amount that it receives as stated for clearance
                                         on account of the amounts owed and/or that will be owed to the Bank from the Company
                                         in any manner.



 


		3.	We
                                         undertake to provide you with an undertaking of the Company to act in accordance with
                                         our undertaking towards you, as set forth in this document, in the version attached and
                                         marked “B.”



 


		4.	The
                                         records of the Bank and its accounts will be used as prima facie evidence in connection
                                         with the Company’s debts to the Bank.



 


		5.	The
                                         provisions of this letter will bind all of the parties signed hereon, even in the event
                                         that some of the Company’s shareholders or the controlling shareholders thereof
                                         have not signed it.



 


Our
undertakings as stated above will be in force as long as the Bank is owed or will be owed from the Company any amounts on account
of the credit loans and/or other bank services, existing currently or that will exist in the future, and/or as long as the various
undertakings and guarantees of the Company towards the Bank or towards it are valid.


 


	BOS
        Ltd.

         

        Better
        Online Solutions

         

        [Signatures]
	 	 	 	 
	BOS
    Better Online Solutions Ltd.	 	 	 	 


 






    	 	2	 



     

    

 


Form
of Subordination Letters of BOS-Dimex Ltd.


 


[Translated
from Hebrew]


  


"B"


  


Letter
of Subordination and Additional Undertakings for the Company’s Signature


 





	To:	Date: January
14, 2016
	Bank
Leumi Le’Israel Ltd.	 









 


	Whereas,	from time to time, as the Bank sees fit and as per our
request, you agree to provide or allocate to us, the undersigned corporation (the “Company”), credit
and/or other bank services in amounts and under the terms agreed upon or that will be agreed upon by the Bank and the Company;
and
	 	 
	Whereas, 	The Bank has received and/or will receive from the Company
various undertakings and guarantees towards the Bank or for its benefit; and
	 	 
	Whereas, 	As one of the conditions for providing the credit and/or
other bank services as stated, the Bank has requested that we sign this document, and we have agreed to the same; and
	 	 
	Whereas,	the shareholders in the Company and/or holders of controlling
interest in the Company had declared and undertook towards the Bank pursuant to a similar letter of subordination marked as “A”;




 


Therefore,
we the undersigned hereby declare and undertake towards you as follows:





 


For
the purpose of this document, the following terms will have the meanings beside them:


 


“Corporations
under the control of the shareholders” – any company or other corporation that is, at the time of the signing
of this letter or that in the future will be, under the control of any of the shareholders or any of the holders of controlling
interests in the Company that declared and undertook towards the Bank pursuant to a similar letter of subordination marked as
“A”.


 


“Subsidiary
company”, “control” “family member” “personal interest” – as per their definition
in the Securities Law 5728- 1968 as will be valid from time to time.


 


“The
shares of the company” includes also securities that can be converted into company shares as well as securities that
can be realized via shares in the company.


 


		1.	We
                                         shall not pay in any form or manner whatsoever, either directly or indirectly, to any
                                         of our stockholders or any of the holders of controlling interest among us who obligated
                                         themselves towards you as aforesaid, and/or to a family member of any of them and/or
                                         to corporations under the control of any of them and/or to another third party who will
                                         supplant them or act on their behalf, any amount from or on account of capital deeds
                                         that the Company has issued and/or will issue for its stockholders or holders of controlling
                                         interest and/or from or on account of loans provided and/or that will be provided to
                                         the Company, including payments of principal, interest, fees and expenses (all of the
                                         aforesaid amounts are hereinafter: the “Loans”) all without receiving
                                         the Bank’s prior written approval.






 



    	 	3	 



     

    

 


Likewise
we will not pay and we will not obligate to pay in any form or manner whatsoever either directly or indirectly, from the company
(from its profit or its capital or from any source whatsoever) dividends (as defined in the Companies Law 5759-1999 as may be
amended from time to time) or interest or management fees or indemnification fees or compensation fees or consultancy fees or
amounts of money or monetary equivalents (these amounts will be called below “Dividends”) to our shareholders
or to the holders of controlling interest among us, irrespective of whether they obligated themselves towards you according to
the undertaking marked “A” or not, and/or to a family member of any of them, and/or to companies or corporations where
one of our shareholders is a stakeholder in them and/or to any third party whatsoever who shall replace any of the aforesaid or
act on his behalf, all without receiving the Bank’s prior written approval.


 


Without
derogating from the generality of the above, it is hereby clarified, for the avoidance of doubt alone, that within our undertaking
as stated above, we will not provide and we will not obligate to provide, in any form or manner whatsoever either directly or
indirectly, to any of our stockholders or any of the holders of controlling interest among us who obligated themselves towards
you as aforesaid, and/or to a family member of any of them and/or to corporations under the control of any of them and/or to another
third party who will supplant them or act on their behalf, any credit and/or any assistance in the receipt of credit and/or guarantees
in favor of any of them, without the Bank’s prior written consent.


 


Notwithstanding
the above, as long as B.O.S. Better Online Solutions Ltd., the controlling shareholder of the Company (the “Parent Company”)
is a reporting corporation as defined in the Companies Law, 5759-1999, and as long as no event occurs that grants the Bank the
right to call debts of the Company towards it for immediate repayment, the Company may distribute Dividends and/or repay the Loans
and/or provide loans to the Parent Company, subject to the provisions of the Companies Law and the law, in an aggregate amount
(of Dividends in addition to payment and/or receipt of Loans) that does not exceed, in any calendar year, the amount appearing
on the table below on the line for the same year, provided that the funds that the shareholders of the Company receive in accordance
with this Section is used by the Parent Company to cover up to 50% of the expenses actually paid (cash flow) by the Parent Company
in the same calendar year alone, as they appear in the annual audited and quarterly financial statements of the Parent Company,
which are presented to the Bank upon their publication each quarter, with respect to the previous quarter, in addition to approval
from the auditor or reviewer (as applicable) regarding the amount of the aforesaid expenses.


 


The
following are the excluded amounts (in USD thousands):


 


	 	Year	 	Amount	 
	 	2016	 	 	256.0	 
	 	2017	 	 	256.0	 
	 	2018	 	 	256.0	 



 


		2.	Should
                                         any demand whatsoever be made by our shareholders and/or by any other party from the
                                         aforesaid, for any payment on account of the amounts of the Loans or Dividends or with
                                         reference to them, we will inform you of this immediately and upon your request we will
                                         coordinate with you actions to cancel the demand for payment.



 


		3.	The
                                         Company undertakes not to purchase, not to provide financing for the purchase and not
                                         to undertake to purchase or to provide financing for the purchase of Company securities,
                                         in any form or manner whatsoever including and without derogating from the generality
                                         of the aforesaid by providing a guarantee, either directly or indirectly, by the Company
                                         or by its subsidiary company or by a corporation under its control, without receiving
                                         the prior written consent of the bank. 






 


		4.	For
                                         the avoidance of doubt alone, it is being clarified that, if for any reason whatsoever,
                                         we should violate the obligations under this letter, all or some of them, then in addition
                                         to any other relief that you will be entitled to under any law or as a result of any
                                         other obligation towards you included or that will be included in another document, you
                                         will be entitled to call for the immediate payment of all or part of the amounts that
                                         are due to you or will be due to you from us, directly and/or indirectly at that time,
                                         whether their payment date has arrived by that time or not, and collect them from us
                                         with the addition of any amount that in your opinion will suffice to cover the losses
                                         and/or the expenses that you will incur as a result of a call for immediate payment as
                                         aforesaid.



 


		5.	Our
                                         undertakings as stated above will be in force as long as the Bank is owed or will be
                                         owed from the Company any amounts on account of the credit loans and/or other bank services,
                                         existing currently or that will exist in the future, and/or as long as the various undertakings
                                         and guarantees of the Company towards the Bank or on its behalf are valid.



 


	BOS-Dimex
        Ltd.

         

        [Signatures]
	 	 	 	 
	BOS-Dimex
    Ltd.	 	 	 	 


 






    	 	4	 



     

    

 


Form
of Subordination Letters of BOS-Odem Ltd.


 


[Translated
from Hebrew]


 


"B"


  


Letter
of Subordination and Additional Undertakings for the Company’s Signature


 





	To:	 	Date: January
14, 2016
	Bank
Leumi Le’Israel Ltd.	 	 



 


	Whereas,	from
    time to time, as the Bank sees fit and as per our request, you agree to provide or allocate to us, the undersigned corporation
    (the “Company”), credit and/or other bank services in amounts and under the terms agreed upon or
    that will be agreed upon by the Bank and the Company; and
	 	 
	Whereas,
    	The
    Bank has received and/or will receive from the Company various undertakings and guarantees towards the Bank or for its benefit;
    and
	 	 
	Whereas,
    	As
    one of the conditions for providing the credit and/or other bank services as stated, the Bank has requested that we sign this
    document, and we have agreed to the same; and
	 	 
	Whereas,	the
    shareholders in the Company and/or holders of controlling interest in the Company had declared and undertook towards the Bank
    pursuant to a similar letter of subordination marked as “A”;




 


Therefore,
we the undersigned hereby declare and undertake towards you as follows:


 


For
the purpose of this document, the following terms will have the meanings beside them:


 





“Corporations
under the control of the shareholders” – any company or other corporation that is, at the time of the signing
of this letter or that in the future will be, under the control of any of the shareholders or any of the holders of controlling
interests in the Company that declared and undertook towards the Bank pursuant to a similar letter of subordination marked as
“A”.


 





“Subsidiary
company”, “control” “family member” “personal interest” – as per their definition
in the Securities Law 5728- 1968 as will be valid from time to time.


 





“The
shares of the company” includes also securities that can be converted into company shares as well as securities that
can be realized via shares in the company.


 





		1.	We
                                         shall not pay in any form or manner whatsoever, either directly or indirectly, to any
                                         of our stockholders or any of the holders of controlling interest among us who obligated
                                         themselves towards you as aforesaid, and/or to a family member of any of them and/or
                                         to corporations under the control of any of them and/or to another third party who will
                                         supplant them or act on their behalf, any amount from or on account of capital deeds
                                         that the Company has issued and/or will issue for its stockholders or holders of controlling
                                         interest and/or from or on account of loans provided and/or that will be provided to
                                         the Company, including payments of principal, interest, fees and expenses (all of the
                                         aforesaid amounts are hereinafter: the “Loans”) all without receiving
                                         the Bank’s prior written approval.



 



    	 	5	 



     

    

 


Likewise
we will not pay and we will not obligate to pay in any form or manner whatsoever either directly or indirectly, from the company
(from its profit or its capital or from any source whatsoever) dividends (as defined in the Companies Law 5759-1999 as may be
amended from time to time) or interest or management fees or indemnification fees or compensation fees or consultancy fees or
amounts of money or monetary equivalents (these amounts will be called below “Dividends”) to our shareholders
or to the holders of controlling interest among us, irrespective of whether they obligated themselves towards you according to
the undertaking marked “A” or not, and/or to a family member of any of them, and/or to companies or corporations where
one of our shareholders is a stakeholder in them and/or to any third party whatsoever who shall replace any of the aforesaid or
act on his behalf, all without receiving the Bank’s prior written approval.


 





Without
derogating from the generality of the above, it is hereby clarified, for the avoidance of doubt alone, that within our undertaking
as stated above, we will not provide and we will not obligate to provide, in any form or manner whatsoever either directly or
indirectly, to any of our stockholders or any of the holders of controlling interest among us who obligated themselves towards
you as aforesaid, and/or to a family member of any of them and/or to corporations under the control of any of them and/or to another
third party who will supplant them or act on their behalf, any credit and/or any assistance in the receipt of credit and/or guarantees
in favor of any of them, without the Bank’s prior written consent.


 


Notwithstanding
the above, as long as B.O.S. Better Online Solutions Ltd., the controlling shareholder of the Company (the “Parent Company”)
is a reporting corporation as defined in the Companies Law, 5759-1999, and as long as no event occurs that grants the Bank the
right to call debts of the Company towards it for immediate repayment, the Company may distribute Dividends and/or repay the Loans
and/or provide loans to the Parent Company, subject to the provisions of the Companies Law and the law, in an aggregate amount
(of Dividends in addition to payment and/or receipt of Loans) that does not exceed, in any calendar year, the amount appearing
on the table below on the line for the same year, provided that the funds that the shareholders of the Company receive in accordance
with this Section is used by the Parent Company to cover up to 50% of the expenses actually paid (cash flow) by the Parent Company
in the same calendar year alone, as they appear in the annual audited and quarterly financial statements of the Parent Company,
which are presented to the Bank upon their publication each quarter, with respect to the previous quarter, in addition to approval
from the auditor or reviewer (as applicable) regarding the amount of the aforesaid expenses.


 


The
following are the excluded amounts (in USD thousands):





 


	 	Year	 	Amount	 
	 	2016	 	 	256.0	 
	 	2017	 	 	256.0	 
	 	2018	 	 	256.0	 



 


		2.	Should
                                         any demand whatsoever be made by our shareholders and/or by any other party from the
                                         aforesaid, for any payment on account of the amounts of the Loans or Dividends or with
                                         reference to them, we will inform you of this immediately and upon your request we will
                                         coordinate with you actions to cancel the demand for payment.



 


		3.	The
                                         Company undertakes not to purchase, not to provide financing for the purchase and not
                                         to undertake to purchase or to provide financing for the purchase of Company securities,
                                         in any form or manner whatsoever including and without derogating from the generality
                                         of the aforesaid by providing a guarantee, either directly or indirectly, by the Company
                                         or by its subsidiary company or by a corporation under its control, without receiving
                                         the prior written consent of the bank. 



 


		4.	For
                                         the avoidance of doubt alone, it is being clarified that, if for any reason whatsoever,
                                         we should violate the obligations under this letter, all or some of them, then in addition
                                         to any other relief that you will be entitled to under any law or as a result of any
                                         other obligation towards you included or that will be included in another document, you
                                         will be entitled to call for the immediate payment of all or part of the amounts that
                                         are due to you or will be due to you from us, directly and/or indirectly at that time,
                                         whether their payment date has arrived by that time or not, and collect them from us
                                         with the addition of any amount that in your opinion will suffice to cover the losses
                                         and/or the expenses that you will incur as a result of a call for immediate payment as
                                         aforesaid.



 


		5.	Our
                                         undertakings as stated above will be in force as long as the Bank is owed or will be
                                         owed from the Company any amounts on account of the credit loans and/or other bank services,
                                         existing currently or that will exist in the future, and/or as long as the various undertakings
                                         and guarantees of the Company towards the Bank or on its behalf are valid.



 


	BOS-Odem
        Ltd.

         

        [Signatures]
	 	 	 	 
	BOS-Odem
    Ltd.	 	 	 	 


 


 


6