Reference Bond Fund. The reference investment shall be a mutual fund or bank common trust fund which invests in a diversified portfolio of government and high quality corporate bonds (generally A rated or higher) with average maturities of up to 5 years.

Reference Growth Fund. The reference investment shall be a mutual fund which focuses on growth equities.

Closing Payment Fund. All funds held from time to time in the Closing Payment Fund shall be invested by the Payment Agent in the manner set forth in the Payment Agent Agreement pending payment thereof by the Payment Agent to Sellers in accordance with the terms hereof. As of and after the Closing, each Seller shall be entitled to receive from the Payment Agent, # by delivery of a wire transfer, the consideration constituting the cash portion of the Closing Payment Fund to which such Seller is entitled as set forth in the Proceeds Allocation Schedule, and # subject to the fulfillment of the condition set forth in Section 1.8, the number of shares of Buyer Common Stock to which such Seller is entitled as set forth in the Proceeds Allocation Schedule, in each case, less any applicable Tax withholding, in a manner consistent with Section 1.10 hereof. Eligibility of each Seller to receive shares of Buyer Common Stock, as set forth in the Proceeds Allocation Schedule, shall be conditioned upon such Seller executing the written confirmation that it is a Qualified Shareholder as set forth on the signature page to this Agreement or in other form satisfactory to Buyer (the “Shareholder Confirmation”). If such Seller does not execute a Shareholder Confirmation, then such Seller shall be eligible to receive only its respective cash portion of the Closing Payment Fund while its respective allocation of shares of Buyer Common Stock shall not be paid to it until the delivery of a duly completed and executed Shareholder Confirmation; provided, however, notwithstanding the foregoing, Equityholders who are not Qualified Shareholders, will receive, in lieu of their respective shares of Buyer Common Stock due hereunder, an amount in cash equal to the product of # such amount of shares of Buyer Common Stock due hereunder multiplied by # the Average Trading Price.

Investments in the form of Swap Contracts permitted by [Section 7.02(h)];

No Separate Fund. All severance benefits payable under this Agreement are payable from the Company’s general assets. There is no separate trust or fund established for the payment of severance benefits under this Agreement. All amounts payable hereunder shall be less all appropriate deductions, including federal, state and local withholding taxes.

The Company shall make monthly contributions on the Employee's behalf to a recognized advanced study fund (“Keren Hishtalmut”) (hereinafter the “Study Fund”), in an amount equal to 7.5% of the monthly Salary of the employee. In addition, the Company shall deduct 2.5% from the monthly Salary of the employee also to be paid to the Study Fund as recognized by the Income Tax Authorities. It is hereby clarified that the sums contributed by the Company to the Education Fund will not exceed the exempted limit recognized by the Income Tax Authority from time to time.

SECTION # Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the Borrower permit any Subsidiary to issue any additional Equity Interest in such Subsidiary (other than to the Borrower or another Subsidiary in compliance with [Section 6.04]), except:

Valuation of Fund . The Trustee shall value the Fund as of each Valuation Date, which valuation shall reflect, as nearly as possible, the then fair market value of the assets comprising the Fund (including income accumulations therein). The fair market value of the Employer Securities shall be the closing price of such stock as reported on the NASDAQ Capital Market (or such other national securities exchange upon which such Employer Securities are listed) on the date as of which fair market value is being determined.

Investment of Fund . This Plan is a stock bonus and employee stock ownership plan. This Plan is designed to invest primarily in Employer Securities. To the extent that Employer Securities are available and subject to Section 4.4, the Trustee shall generally invest the Fund entirely in Employer Securities; provided, however, that the Trustee is specifically authorized to hold cash or cash equivalents sufficient to meet anticipated cash distributions to Participants and Beneficiaries.

“Related Funds” means with respect to any Lender that is an Approved Fund, any other Approved Fund that is managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.