Exhibit 4.5 


 





Summary of Economic Terms: Request
by BOS-Odem Ltd. for NIS Loan from the First International Bank of Israel, Overdraft Terms on the Current Account at the First
International Bank of Israel, Request by BOS-Dimex Ltd. for NIS Loan from the First International Bank of Israel.


 


Lender:
First International Bank of Israel (Bank Beinleumi)


 


Borrower:
BOS-Odem Ltd.


 


	Long
    term loan - Principal	NIS
    8,040,000 (approximately $2,319,008)
	Loan
    Currency	NIS
	Term	Long
    term loan - until December 14, 2023
	Interest
    Payment	Monthly
	Principal
    Payment	Monthly,
    commencing January 14, 2018
	Interest
    rate	Prime
    plus 1.75%


 


	Revolving Short Term Credit
    	NIS 1,100,000 (approximately
    $317,277)
	Loan Currency	NIS
	Term	Revolving
	Interest payment	Monthly
	Principal payment	Revolving
	Interest rate	Prime plus 1.5%


 


Borrower:
BOS-Dimex Ltd.


 


	Principal	NIS
    2,460,000 (approximately $709,547)
	Loan
    Currency	NIS
	Term	Long
    term loan, until December 14, 2023
	Interest
    payment	Monthly
	Principal
    payment	Monthly,
    commencing January 14, 2018
	Interest
    rate	Prime
    plus 1.75%


 






    	



     


    

   


Translated
from Hebrew


 


October,
2017


 


The
following is a detailed letter of covenants


 


Re:
Letter of Undertaking


 


WHEREAS,
B.O.S. Better Online Solutions Ltd. (hereinafter: “the Company”) owes and / or will owe the Bank various amounts
of money in respect of credit, banking services and various types of liabilities, whether compulsory or as a debtor or as a guarantor
to secure debts of third parties towards the Bank (hereinafter: “the Credit”), and


 


WHEREAS,
one of the conditions for the provision of the banking services, the Bank demanded that the Company signs the undertakings detailed
below and the Company agreed,


 


Therefore,
the Company declares and undertakes to the Bank that as long as there are debts and liabilities of the Company to the Bank in
respect of the credit, all according to the books of the bank, all the following shall apply:


 


		1.	General
                                         Definitions



 


		1.1.	The
                                         terms “Stakeholders”, “subsidiary”, “affiliated company”
                                         and “family member”, are defined in the Securities Law, 5768 - 1968. It
                                         should be clarified that in so far as the document refers to the aforementioned parties,
                                         the term shall be construed as defined in the preamble to this letter and insofar as
                                         the document refers to the term “stakeholder/s”, the term shall be interpreted
                                         as its definition in the said law.
		1.2.	“Distribution”
                                         and / or “Structural Change” and / or “Merger” and / or “Arrangement”
                                         and / or “Consolidation” as defined in the Companies Law, 5759-1999 and
                                         / or the Restrictive Trade Practices Law, 5748-1988.
		1.3.	Financial
                                         Statements - profit and loss balance sheet, report of the cash flows (in the annual
                                         report), the statement of changes in shareholders’ equity (in the annual report), including
                                         the annotations thereto, which were prepared and audited (regarding quarterly reports
                                         signed by the Company’s management, approved by the Audit Committee and the Board of
                                         Directors and released to the public) in accordance with generally accepted accounting
                                         principles.



 


		2.	Financial
                                         Covenants 



 


The
Company will comply, at all times, with the following financial terms and ratios, which will be reviewed in accordance with the
Company’s quarterly and annual consolidated financial statements (the annual financial statements will be audited and the
quarterly statements will be signed by the Company’s management).


 


		2.1.	Financial
                                         Definitions:



 


		2.2.1	Equity
                                         –



 


As
stated in the Company’s consolidated financial statements (which includes, inter alia, the Company’s paid-up share capital, capital
funds, the balance of the non - allocated earnings and less the cost of the Company’s shares held by it or its subsidiaries and
less minority interests) plus and minus the following:


 


Plus:


 


		-	Loans
                                         granted by stakeholders and / or debts of the Company in respect of capital notes issued
                                         in favor of stakeholders only, provided that subordination notes in favor of the bank
                                         were signed in respect of the loans and / or said debts.



 






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Minus:


 


		-	The
                                         loans granted to stakeholders and / or family members of any of them and / or to affiliated
                                         companies and / or corporations in which corporations any stakeholder is a direct and
                                         / or indirect stakeholder and capital notes issued in favor of the Company by stakeholders
                                         and /or by family members of any of them and / or by affiliated companies.
		-	Debtors
                                         in respect of the company who are, directly or indirectly, stakeholders in the Company
                                         and / or debtors to the Company who are family members of the stakeholders in the Company
                                         and / or debtors to the Company that are corporations in which anyone of the stakeholders
                                         in the Company is directly or indirectly a stakeholder and / or debtors to the Company,
                                         who are affiliated companies and / or third parties who owe the Company who will come
                                         in their stead or on their behalf.
		-	Deposits
                                         with stakeholders and / or with a corporation that any of the stakeholders in the company
                                         is, directly or indirectly, also a stakeholder in that corporation and / or with companies
                                         affiliated with the Company and / or with any third party who replaces any of them or
                                         acts on their behalf, provided that such debit balances do not derive from commercial
                                         activity that is the ordinary course of business and on market conditions.
		-	Guarantees
                                         given by the Company in favor of any third party to secure the debts of stakeholders
                                         and / or of family members of stakeholders and / or of affiliated companies of the Company
                                         towards that third party.
		-	Investments
                                         and loans in affiliated companies and or subsidiaries (except for fully consolidated
                                         subsidiaries).
		-	Intangible
                                         assets, as appearing in the financial statements, such as, but not limited to: Goodwill,
                                         deferred expenses, patents, trademarks, deferred taxes. It is hereby agreed that deferred
                                         expenses will be deducted at 50% of their balance sheet value (the Company will present
                                         a auditor / annotation in the financial statements regarding the value of the deferred
                                         expenses in the balance sheet or alternatively, this information will be given in the
                                         framework of an annotation in the financial statements).



 


Financing
Liabilities - the total amount of credit (including liabilities and loans) (short term & long term) from banks, from any
financial institutions (excluding supplier credit and customer advances) liabilities in respect of financial leasing, bonds, convertible
debentures and liabilities for discounting a credit card, and liabilities to other lenders, including loans granted by stakeholders
(in whole or in part) that are not subordinated to the Bank, including the Company’s debts in respect of capital notes issued
in favor of stakeholders.


 


For
the avoidance of doubt, it is hereby clarified that this item will be calculated according to its balance in the financial statements
(including interest and linkage differentials).


 


		2.2.2	EBITDA
                                         - The total cumulative amount of the operating profit before tax and financing expenses
                                         plus depreciation and amortization items, including amortization of intangible assets,
                                         LAB inventory that characterizes fixed assets and share-based payments / options that
                                         do not involve cash flow expenses (the Company will present a confirmation from an auditor
                                         / annotation in the financial statements in respect of the amount of LAB inventory amortization)
                                         according to the financial statements for the four consecutive calendar quarters which
                                         closing date is the date of the last quarterly financial statements. For the avoidance
                                         of doubt, the operating profit will not include non-recurring income and expenses that
                                         do not reflect the Company’s normal course of business, such as, but not limited to:
                                         gains / losses from revaluation of investment property (even if recorded in the Company’s
                                         revenues section), capital gains / Losses from revaluation of options to employees.



 


		2.2.3	Debt
                                         to EBITDA ratio - the result obtained from the dividing of the Company’s financing
                                         liabilities by EBITDA.



 


		2.2.	Financial
                                         Liabilities:



 


		2.2.1	The
                                         company’s equity shall not be less than a total of 3,713,000 USD and its ration
                                         in respect of the balance sheet will not be less than 20%.



 






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In
this regard:


 


Amounts
that will appear in the Company’s balance sheet on side of assets and subtracted from shareholders’ equity for the purposes of
calculating it as defined above, will also be subtracted from the total balance sheet for purposes of calculating its rate, as
required in this section above.


 


		2.2.2	The
                                         ratio of debt coverage to EBITDA will not exceed 4.3 at the end of 2017, 4 at the end
                                         of 2018, 3.7 at the end of 2019 and 3.3 in 2020 and thereafter.
		2.2.3	Starting
                                         December 31, 2017, the Company’s shareholders’ equity will increase each year by at least
                                         US $ 100,000 to the amount stated in Section 2.2.1 above.



 


(For
the sake of good measure, it should be clarified that at the end of 2017, shareholders’ equity will not fall below 3,813,000 US
dollars at the end of 2018 - 3,913,000 US dollars and so on ...).


 


The
Company declares that as at the date of signing this letter, it complies with the terms and financial ratios detailed in this
section above.


 


The
Company undertakes to provide the Bank, from time to time, within 30 days of the publication of the Company’s annual financial
statements, an approval signed by an external auditor of the Company, confirming the Company’s compliance with the financial ratios
to which it has committed in this section below and the manner of their full calculation.


 


With
regards to compliance with the financial ratios in the quarterly financial statements, the Company will present, within 30 days
from the date of their publication, confirmation of compliance with the financial ratios signed by the CFO and the Company’s CEO,


 


		3.	Adjustment
                                         of Financial Liabilities to the Rules Applied in the Financial Statements



 


The
Company undertakes that upon the application of different accounting principle, on the basis of which the most recent financial
statements were prepared, including but not limited to the implementation of new standards, changes in estimates and / or changes
in accounting policy, the Company will approach the Bank in order to adjust its liabilities under section 2 above, to the changes
deriving from this application. If no agreement has been reached between the Company and the Bank within 30 days from the date
of the Company’s request to the Bank or within any other period agreed between them, the Bank will be entitled to make the credit
repayable immediately and to take all the measures available to it, including the realization of the collaterals.


 


		4.	Subordinating
                                         Owner’s Loans and Debts in Respect of Promissory Notes 



 


Loans
received and / or to be received from stakeholders and debts of the Company in respect of capital notes issued and / or transferred
in favor of stakeholders (hereinafter together - “the shareholders’ loans”) will be subordinated and deferred from the
Company’s debts and liabilities to the Bank. The Company’s debts and liabilities towards the Bank will have a priority law as
compared to the shareholders’ loans as those may be at any time.


 


The
Company declares that as at the date of signing this letter, there is no change in the shareholders’ loans and in their amount
in relation to the aforesaid data as detailed in the last financial statements published and / or presented to the Bank by the
Company prior to the signing of this letter.


 


		5.	Commitment
                                         to not Repay Shareholders’ Loans



 


The
Company undertakes not to pay and not to repay the shareholders’ loans or any part thereof (including interest and linkage differentials)
until the amounts it owes the Bank in respect of the credit are fully paid.


 




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Notwithstanding
the aforesaid, the Company will be entitled to repay shareholders’ loans or any part of them if, after any repayment as stated,
the Company will meet its obligations in Section 2 above, and on the date of such repayment there is no cause enabling the Bank
to make the credit repayable immediately, including according to this letter.


 


		6.	Dividends
                                         and Other Payments



 


The
Company undertakes not to make a distribution and not to make any payments, directly or indirectly, to its existing and / or future
shareholders and / or to corporations under their control and / or stakeholders therein and / or any of them and / or any third
party who is a family member of any of them and / or a third party in their stead or on their behalf in any form, and shall not
undertake to pay, directly or indirectly, in any manner or form whatsoever to any such party any payments, including the dividends,
without the prior written consent of the Bank.


 


For
this purpose, dividends mean: dividends, interest, management fees, compensation fees, indemnification fees, consulting fees,
participation fees, commissions, property and rights of any kind whatsoever, paid from the profits of the Company and / or any
other source or amounts of money or money equivalent, and any other benefit with a monetary value in any way.


 


It
is hereby clarified that payment to a person who holds up to 5% of the Company’s shares in respect of salaries of employees of
the Company or of a director in the Company as part of his position, and payment of management fees to Next Line / iDNext shall
not be considered a prohibited payment under this section.


 


If
at any time after such payment, the Company will comply with all of its undertakings under this letter and at that time the Bank
has no reason to place its debts for immediate repayment, then notwithstanding the aforesaid, the Company may pay payments on
account of dividends as defined above.


 


		7.	Change
                                         in Control and Structure



 


The
Company declares that as of the signing date of this letter, to the best of its knowledge, there is no single entity holding shares
in the rate of 7% or more of the Company’s issued and paid-up share capital. The Company is aware that if, at the sole discretion
of the Bank, there is a change in the composition of the Company’s holdings so that after the change any entity holds 15% or more
of the Company’s issued share capital, directly and / or indirectly without the written or in advanced approval of the Bank, the
Bank is entitled, but not obligated, to place its debts and liabilities for immediate repayment and to take any of the legal means
available to it.


 


It
is clarified that:


 


		-	If
                                         the Bank approves any such change, the aforesaid shall apply to the latest change approved
                                         each time.
		-	An
                                         examination of the Company’s undertakings as stated above shall be performed under an
                                         assumption of full dilution.



Without
derogating from the aforesaid, the Company is aware that the Bank will be entitled, as aforesaid, to make the credit repayable
immediately as aforesaid, even if there is any change in the holdings or structure of ownership in the Company, such that as a
result of the above change: (1) the Bank will be in a regulatory breach, including against the Bank of Israel in respect of the
restriction of a “single borrower” or a “group of borrowers” (which can not be repaired or remedied with the
consent of the parties) or (2) an issue will arise in relation to money laundering (which can not be corrected or remedied with
the consent of the parties), or (3) the Bank will not be interested for reasonable reasons in the granting of credit as a result
of the changes in the holdings or structure of ownership in the Company.


 






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		8.	Mergers



 


The
Company undertakes not to perform a merger and / or consolidation and / or restructuring and / or re-arrangement or any decision
of similar significance, including the sale of all of its businesses and / or its operations and / or its assets and / or any
material part thereof.


 


It
is hereby agreed that if during the upcoming six months, BOS-Odem Ltd. will be merged into the Company, this will not be deemed
as a breach of the aforementioned obligations.


 


		9.	Delivery
                                         of Financial Statements and Various Reports 



 


The
Company will submit to the Bank, immediately after receiving the bank’s request, reports, documents and current information relating
to the Company’s business and financial position.


 


The
representatives of the Bank will be entitled to meet with the Company’s auditor at any time upon their request and to verify data
regarding the Company’s financial position.


 


Without
derogating from the generality of the aforesaid, the Bank will be provided, inter alia, as of the date of signing this letter,
with current reports as follows:


 


		9.1	Within
                                         90 days of December 31 of each year, the Company shall submit to the Bank its consolidated
                                         financial statements as of December 31 of the year ended, with the above statements audited
                                         by a certified external auditor.
		9.2	Within
                                         60 days from the last day of each of the months March, June and September of each year,
                                         the Company shall submit to the Bank the consolidated financial statements relating to
                                         the calendar quarter ending on the last day of each of the aforesaid months, signed by
                                         the Company’s management after those pass the approval of the Audit Committee and the
                                         Board of Directors and are released to the public.
		9.3	Within
                                         60 days from the last day of the end of the quarter, the Company will provide the Bank
                                         with inventory data (including details of inventory types), debtors (including customers
                                         in Israel and abroad, various debtors and debts to priority creditors), debt balances
                                         in the banking system, balances in respect of various guarantees issued by the banking
                                         system).



The
data will refer to the last day of each quarter.


		9.4	If
                                         the Company prepares additional audited or unaudited financial statements in Israel and
                                         abroad, and / or other financial statements such as prospectuses, business plans, etc.,
                                         which are intended to be presented to any entities in Israel and / or abroad, the Company
                                         shall provide the Bank with copies of these reports as soon as they are prepared. With
                                         regards to the Company’s non-consolidated financial statements, the Company will deliver
                                         them to the Bank 90 days after the date required for the consolidated financial statements.






 


		10.	The
                                         Company shall immediately notify the Bank of any claim or legal proceeding of any kind
                                         filed or commenced or known to be taken against it in a law court, court of justice or
                                         any other judicial institution, in Israel or abroad, and shall provide a notification,
                                         at the end of each quarter, at the time of submitting the quarterly financial statements,
                                         regarding the total amount of monetary claims against it.



 


		11.	Insurance
                                         Policies



 


The
Company hereby undertakes to insure, at all times, all of its assets and property at their full value against the generally accepted
risks as the case may be.


 






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		12.	Breach



 


The
Company is aware that in the event of a breach of one or more of its obligations and / or the undertakings of the aforementioned
stakeholders pursuant to this letter and the addendum thereto, in whole or in part, then in addition to any other remedy to which
the Bank will be entitled under any document signed and / or shall be signed by the Company and / or the aforementioned stakeholders
and / or by any law, the Bank will be entitled, but not obligated, to demand the immediate repayment of the sums owed to it by
the Company in respect of the provision of the credit, in whole or in part, and to realize any collateral and / or guarantee given
to it by and / or for the Company.


 


		13.	General



 


		13.1	If
                                         any banking corporation or financial institution and / or any debenture holders (directly
                                         or through a trustee) receive more stringent obligations than those specified in this
                                         letter of undertaking, the Company undertakes to inform the Bank accordingly. These liabilities
                                         will also apply immediately to the Bank, even without the Bank having to receive any
                                         signed document attesting to this from the Company.



		13.2	All
                                         the obligations of the Company and the aforementioned stakeholders, pursuant to this
                                         letter and the Appendix thereto, and all the rights of the Bank pursuant thereto are
                                         additional and independent of all the obligations, collateral and guarantees that the
                                         Bank has received and / or will receive from the Company and / or any of the aforesaid
                                         stakeholders and / or any pf them, and will not affect them and will not be affected
                                         by them.



		13.3	The
                                         Bank’s waive of any prior breach or any prior non-compliance with one or more of the
                                         undertakings made in respect to it, whether or not the same undertaking is included in
                                         this document or included in any other document, shall not be considered as a justification
                                         for further breach or failure to comply with any such condition or undertaking; And the
                                         Bank’s abstention to exercise any right granted under any document and / or any law,
                                         shall not be construed as a waiver of such right.



		13.4	For
                                         the avoidance of doubt, it is hereby clarified that nothing in this letter shall derogate
                                         or reduce in any manner whatsoever from any undertaking of the Company and / or of the
                                         aforesaid stakeholders and / or any of them towards the Bank and / or any right of the
                                         Bank towards the Company and / or the above-mentioned stakeholders according to the general
                                         conditions for account management and any other document that was signed and / or will
                                         be signed by them and / or by any of them.



 


Respectfully,


 


	[affixed
    with the company’s stamp & signed]	 









 


Company’s
Signature


 


We,
the undersigned, BOS-Odem Ltd., company registration no. 511687402 and BOS-Dimex Ltd., company registration no. 512236431, confirm
that the said above in this the letter of undertaking of B.O.S. Better Online Solutions Ltd. (Hereinafter: “the Company”),
was brought to our attention.


 


Without
derogating from the aforesaid, we hereby confirm and agree that in any case of a breach of one or more of the Company’s undertakings
pursuant to this letter, then, in addition to any other remedy to which the Bank is entitled under any document that was signed
and / or will be signed by us and / or any third party and / or by any law, the Bank shall be entitled, but not obligated, to
make an immediate repayment of the amounts to which it is due and / or will due from us and to realize any security and / or guarantee
given and / or will be given by us and / or for us.


 


	[signed
    & stamped]	 	[signed
    & stamped]
	BOS-Odem
    Ltd.	 	BOS-Dimex
    Ltd.


 


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