1.

General

"Ratio of Loan Facilities"

The ratio between the amount of loan facility of each of the Lenders and the aggregate amount of all loan facilities of all Lenders, as specified in Appendix 1 in the relevant term.

"Termination Date"

October 1st 2014.

"Effective Date"

October 1st 2013.

2.

Decreasing the Loan Facilities


(a)

Without prejudice to sections 18.8 and 18.9 of the Credit Agreement:


i.

Commencing as of January 1, 2015, the loan facility will be reduced, by the amount of 5 (five) million USD, on a prorata basis, between the Lenders in accordance with their loan facilities, as of the date stated above;


ii.

Commencing as of April 1, 2015, the loan facility will be reduced by an additional amount of 5 (five) million USD, on a prorata basis, between the Lenders in accordance with their loans facility, as of the date stated above, (the two reductions totaling to the sum of 10 (ten) million USD).


(b)

With the decrease of the sum aforementioned the Credit Manager will act in order to amend Appendix 1 to the Credit Agreement and to its distribution among the Lenders and the Borrower. Also, with the decrease of the facilities, section 18.10 to the Credit Agreement will apply.

3.

Financial Ratios


(a)

That the result of the division of (a) the equity by (b) the balance sheet is equal to or greater than 0.28;


(b)

Equity will not be less than 100 (hundred) million USD;


(c)

Ratio of (a) net financial debt to (b) the working capital shall be equal to or smaller than 0.5;


(d)

That the result of the division of: (a) the net financial debt, by (b) the accounts receivables will be equal to or less than


i.

Starting from the Effective Date  0.4


ii.

Starting from October 1st, 2014  0.35;


(e)

The level of total cash, cash equivalents and short term investments in marketable securities is of no less than 25 (twenty five) million USD, at all times;


(f)

Subsections (c) and (d) above shall remain effective also following the Termination Date and until the date of review of the Borrower's conformance with the financial ratios in connection with the results of the 4th quarter of the year 2014 but not prior to 31.3.15.


(a)

The EBITDA which is adjusted due to the second quarter of 2014 will not lessen from the sum of 3 (three) million USD;


(b)

The EBITDA which is adjusted due to the third quarter of 2014 will not lessen from the sum of 3 (three) million USD;


(c)

The EBITDA average adjusted with the second and third quarters of 2014 will not be less than the aggregate sum of 8 (eight) million USD.

4.

Interest and Fees


(a)

Section 2 to the Credit Agreement will be amended so that the definition of the term "Spread" shall be erased and replaced with the following definition:

"[The] Spread"

The rate of up to 3.3% (three percent and thirty hundredth percent).


(b)

Section 28.2.1.1 to the Credit Agreement shall be amended so that the annual rate of 1.25% will be replaced with the annual rate of 1.4%.


(c)

Section 28.2.3.1 to the Credit Agreement will be amended the annual rate of 0.5% will be replaced with the annual rate of 0.80%.


(d)

Regarding the bank guarantees which will be executed by a Lender as of the Effective Date and until the Termination Date, section 28.2.4 to the Credit Agreement will be amended in the following manner:


(i)

In section 28.2.4.1 instead of the aggregate sum of 1.25% will aggregate the sum of 1.85%.


(ii)

In section 28.2.4.2 instead of the aggregate sum of 2.20% there will be the aggregate sum of 2.80%.


(e)

The Borrower will pay to each Lender through the Credit Manager a onetime fee for the handling of the request for the Amendment.


(f)

Any fee paid from the fees specified above will not be refunded to the Borrower.

5.

Further Undertakings


(a)

The Borrower and/or any of the held companies will not perform Allowed Factoring Transactions in the aggregate sum that exceeds, at any time, 40 (forty) million USD (hereinafter: "the Allowed Factoring Sum").


(b)

The Borrower and/or any of the held companies will not make any Allowed Factoring Transactions in connection with selling any of their rights for accounts receivables that are not part of the Reliance Jio Infocomm Group, in the aggregate sum that exceeds, at any time, 20 (twenty) million USD from the Allowed Factoring Sum.


(c)

The Borrower and/or any of the held companies will not perform any Factoring Transaction that is not a Allowed Factoring Transaction or any other transaction that is in its framework a right or any right will be sold, converted, assigned or transferred in any way for accounts receivables.

6.

Termination of the Amendment Term

7.

Reservation of Rights


(a)

Unless otherwise expressly set forth under the Amendment the terms and obligations under the Amendment shall not derogate from any undertaking of the Borrower under the Credit Agreement and its ancillary documents.


(b)

The Amendment cancels and replaces Amendment 1, and its instructions shall be deemed to apply as of the signing date of Amendment 1. Cancellation of Amendment 1 by this Amendment does not prejudice the instructions of sections 3.5 and 3.6 to Amendment 1.
