SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 30)

G. Willi-Food International Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.10 per share

(Title of Class of Securities)

       M52523103      

(CUSIP Number)

4 Nahal Harif St.,

Yavne 81224, Israel

Attention: Iram Graiver, Chief Executive Officer

Telephone:  972-8-932-1000

with a copy to:

 Gross, Kleinhendler, Hodak, Halevy, Greenberg & Co.

One Azrieli Center

Tel Aviv 67021, Israel

Attn:  Perry Wildes, Adv.

 972-3-607-4444

Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications

September 25, 2016

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box: o

Note:  Schedules filed in paper format should include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No.: M52523103 SCHEDULE 13D Page 2 of 16 Pages

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gregory Gurtovoy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 8,971,617 Ordinary Shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 8,971,617 Ordinary Shares (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   8,971,617 Ordinary Shares (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.76%  (2)
14	TYPE OF REPORTING PERSON IN

(1) Consists of (i) 8,200,542 Ordinary Shares held directly by Willi-Food Investments Ltd. ("WIL"), and (ii) 771,075 Ordinary Shares held directly by B.S.D. Crown LTD. ("B.S.D.").  The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2) Based on 13,240,913 Ordinary Shares outstanding as of January 23, 2017 (as provided by the Issuer).

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CUSIP No.: M52523103 SCHEDULE 13D Page 3 of 16 Pages

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON B.S.D. Crown LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 8,971,617 Ordinary Shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 8,971,617 Ordinary Shares (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   8,971,617 Ordinary Shares (1)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.76%  (2)
14	TYPE OF REPORTING PERSON CO

(1) Consists of (i) 8,200,542 Ordinary Shares held directly by WIL, and (ii) 771,075 Ordinary Shares held directly by B.S.D.  The beneficial ownership of the Ordinary Shares is further described in Item 5.

(2) Based on 13,240,913 Ordinary Shares outstanding as of January 23, 2017 (as provided by the Issuer).

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CUSIP No.: M52523103 SCHEDULE 13D Page 4 of 16 Pages

1	NAME OR REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Willi-Food Investments Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP  (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION:   Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 8,200,542 Ordinary Shares
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 8,200,542 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:   8,200,542 Ordinary Shares
12	CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.93% (1)
14	TYPE OF REPORTING PERSON CO

(1) Based on 13,240,913 ordinary shares outstanding as of January 23, 2017 (as provided by the Issuer).

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This Amendment No. 30 (the "Amendment") amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission October 7, 2002.

Item 1.  Security and Issuer.

The Amendment relates to the ordinary shares, NIS 0.10 nominal value per share (the “Ordinary Shares”), of G. Willi-Food International Ltd. (the “Issuer”), an Israeli company with principal executive offices at 4 Nahal Harif St., Yavne 81224, Israel.

Item 2.  Identity and Background.

Item 2 of Schedule 13D, “Identity and Background” is amended and restated to read as follows:

This Amendment to Schedule 13D is being filed jointly by Willi-Food Investments Ltd. (“WIL”), B.S.D. Crown LTD. (“B.S.D.”), BGI Investments (1961) Ltd. (“BGI”), Israel 18 B.V. (“Israel 18”),  and Mr. Gregory Gurtovoy (“GG”) (the foregoing, collectively, the “Reporting Persons”).  The agreement among the Reporting Persons relating to the joint filing of this Amendment to Schedule 13D is attached as an exhibit hereto.

WIL is controlled by its majority shareholder, B.S.D. (formerly known as Emblaze Ltd.), which in turn is controlled by BGI, which directly owns 24.64% of B.S.D.'s outstanding shares (excluding dormant shares) and holds a proxy through a voting agreement with its controlling shareholder, Israel 18, providing BGI with the right to vote an additional 19.01% of B.S.D.'s outstanding shares.  BGI is controlled by Israel 18, which owns 71.52% of the outstanding shares in BGI.  Israel 18 is controlled by GG, who owns both regular and preferred shares in Israel 18 which afford him 99.5% of its voting rights and 95% of its issued share capital.

WIL, an Israeli company traded on the Tel Aviv Stock Exchange (symbol: WLFD), acts as a holding company for the shares of the Issuer, which imports and markets food products. The business address of WIL and the Issuer is 4 Nahal Harif St., Northern Industrial Zone, Yavne 8110602, Israel.  B.S.D., an Israeli company traded on the London Stock Exchange (symbol: BSD) holds WIL shares. BGI is a holding company incorporated in Israel that holds shares of B.S.D.  The business address of both B.S.D. and BGI is 7 Menachem Begin Road, Gibor Sport Tower, 8th Floor, Ramat Gan 5268102, Israel.  Israel 18, which is incorporated in the Netherlands, is a holding company for shares of BGI and B.S.D.  The business address of Israel 18 is 4901 HW Oosterhout, Zandheuvel 52 B, the Netherlands.  GG is Chairman of the Board of Directors of B.S.D. and BGI, and Chairman of the Board of Directors of WIL and a director of the Issuer.  In addition, GG is Chairman of the Supervisory Board of Platinum Bank, a retail bank located at 12 Amosova St., Kiev, Ukraine, and is Managing Partner of GHP Group Investment Bank, a privately-held investment bank located at 4 Muzeinuy Alley, Kiev, Ukraine. A citizen of the Israel, his residence or business address is 57G/11 Levi Eshkol St., Tel Aviv, Israel.

Unless included above, set forth on Schedule I hereto, which is incorporated herein by reference, is the name, present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship of the directors and executive officers of each Reporting Person.

During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of the entities or individuals mentioned in this Item 2 or listed on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 4. Purpose of Transaction.

Item 4 of Schedule 13D,  "Purpose of Transaction" is amended by adding the following paragraph:

Additional plans or proposals are contained in a loan agreement between Israel 18 and Ta'aman Food Marketing Ltd. dated September 25, 2016, and in a memorandum of understanding among Israel 18, Mr. Gurtovoy and Ta'aman Food Marketing Ltd. dated and September 26, 2016, both of which as described in Item 6, below.

Additional plans or proposals are contained in an agreement between BGI and Mr. Mordechai Peretz Hirshenboim dated January 15, 2017, as described in Item 6, below.

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D, “Interest in Securities of the Issuer” is amended and restated to read as follows:

(a) and (b)

As of the date hereof, WIL owns directly (and therefore is considered the beneficial owner of) 8,200,542 Ordinary Shares, or approximately 61.93% of the outstanding Ordinary Shares.  Thus, as of the date hereof, WIL may be deemed to have the shared power to vote, or direct the voting of, and the shared power to dispose of, or direct the disposition of, all such shares.

WIL is controlled by its majority shareholder, B.S.D., which directly owns 771,075 Ordinary Shares.  B.S.D. is controlled by BGI, which directly owns 24.64% of B.S.D.'s outstanding shares (excluding dormant shares) and holds the right to vote those shares through a voting agreement with its controlling shareholder, Israel 18, providing BGI with the right to vote an additional 19.01% of B.S.D.'s outstanding shares.  BGI is controlled by Israel 18, which owns 71.52% of the outstanding shares in BGI.  Israel 18 is controlled by GG, who owns both regular and preferred shares in Israel 18 which afford him 99.5% of its voting rights and 95% of its issued share capital.  Accordingly, B.S.D., BGI, Israel 18 and GG may each be deemed to beneficially own 8,971,617 Ordinary Shares (comprised of 8,200,542 Ordinary Shares held directly by WIL and 771,075 Ordinary Shares held directly by B.S.D), or approximately 67.76% of the outstanding Ordinary Shares.

Each Reporting Person disclaims beneficial ownership of any Ordinary Shares except to the extent of his or its pecuniary interest therein. Neither the filing of this Amendment to Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person is the beneficial owner of the Ordinary Shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose.

(c)          Except as set forth in this Amendment to Schedule 13D, to the best knowledge of the Reporting Persons, none of the Reporting Persons and no other person or entity described in Item 2 of this report has beneficial ownership of, or has engaged in any transaction during the past 60 days in respect of, any Ordinary Shares.

(d)           No person, other than the Reporting Persons, has the right to receive or the power to direct the receipt of dividend from, or the proceeds from the sale of, the Ordinary Shares referred to in this Item 5.

(e)           Not applicable.

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Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of Schedule 13D,  "Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer" is amended by adding the following paragraphs:

On September 25, 2016, Israel 18 signed a loan agreement with Ta'aman Food Marketing Ltd. ("Ta'aman") to provide a loan to Israel 18 (the "Loan Agreement") for the purpose of repaying the outstanding consideration that Israel 18 owed to Shani.  The Loan Agreement was subject to approval from the Tel Aviv District Court for Economic Affairs, which granted such approval on September 27, 2016.

According to the terms of the Loan Agreement and following repayment of the entire outstanding consideration due to Shani and release of the pledge of the Shani Collateral Shares, 10,278,251 shares of the B.S.D. and 24,909,603 shares of BGI owned by Israel 18 (both of which were previously held in trust for the repayment of the debt owed to Shani) were transferred and held in trust as security for the amounts owed to Ta’aman under the terms of the Loan Agreement from time to time, and serve as a guarantee of the repayment of the loan.

On September 24, 2016, a memorandum of understanding was signed, and an amendment to which was signed on September 28, 2016 (collectively the memorandum of understanding and its amendment, "MOU"),  between Israel 18 and Mr. Gurtovoy (collectively for purposes of the description of the MOU below, "Israel 18"), and Ta'aman (collectively, the "Parties") for joint control of BGI, as follows:

A new company ("NewCo") will be incorporated for the purpose of holding approximately 71.5% of the shares of BGI and approximately 19% of the shares of B.S.D. (B.S.D.andBGItogether, the "Companies") owned by Israel 18 ("Israel 18 Holdings"). The ownership of NewCo will be held in equal parts, 50% by Israel 18 and 50% by Ta'aman. In exchange for the holdings in NewCo, Ta'aman will pay Israel 18 USD 10 million.

Alternatively, if the transfer of the Israel 18 Holdings to NewCo will not be possible upon its incorporation, Ta'aman will directly hold half of the shares that would have been transferred to NewCo. In such event, the Parties will negotiate terms for joint management and control.

NewCo’s holdings in the Companies will be held by a trustee (the "Trustee") who will act as a trustee appointed by both Parties and will hold the voting rights attached to the Companies in accordance with a joint decision by the Parties.

Up until the point where Israel 18 completes all of its obligations under the MOU, Israel 18 will be entitled to 50% of all dividends that will be distributed by NewCo and its subsidiaries, while the remaining 50% will go to Ta'aman.

The following will constitute a violation of the MOU:

· If Israel 18 does not transfer to the Trustee all of the powers of attorney necessary in order to vote the shares of B.S.D. under its ownership, within the agreed time frame, and will not give the possibility to use these voting rights, such breach which will give Ta'aman the right to sell NewCo’s entire shareholdings and exercise all securities provided to Ta'aman under the loan agreement.

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· If Israel 18 will not be able to transfer to the Trustee's account, within 18 months following the execution of the MOU, all of the Israel 18 Holdings that are not shares which cannot be used due to restrictions under the lawsuit of B.S.D. against Israel 18.

· If Israel 18 will not be able to release the entire holdings in the Companies from the restrictions imposed by B.S.D.’s lawsuit, within a period of 36 months.

· If a final judgment is given in B.S.D.’s lawsuit, Israel 18 is required to pay the entire amount as determined in favor of B.S.D. If Israel 18 does not pay such amount, Ta'aman can pay the debt instead of Israel 18, whereas in order to pay this debt, the entire Israel 18 Holdings will be appraised at USD 10 million.

· Israel 18 will have a period of 30 days to correct any violation of the MOU as stated above.

Pursuant to the MOU, the Parties will act to convene general meetings of shareholder in the Companies and all subsidiaries within 30 days of the date of the MOU for the purpose of replacing all current directors with mutually agreed directors. Representation on the board of directors will be proportionate to the holdings of the Parties in NewCo.

Pursuant to the MOU, the following actions of NewCo and the companies held by it will require the mutual approval of both Israel 18 and Ta'aman:

· Any payment not within ordinary course of business.

· Any loan, fundraising, expansion of company debt that is not within ordinary course of business.

· Providing any loan, credit, collateral or indemnification.

· Announcement of any payment of dividend or any other distribution, and any adoption, amendment, implementation or cancellation of any distribution policy.

· Any filing, settlement or cancellation of any legal proceeding or administrative proceeding regarding the companies in the group, including the liabilities or claim of any one of the companies.

· A settlement or pledging of any of NewCo’s assets or the assets of any of the other companies in the group.

· Acquisitions.

· Increase or dilution of company capital.

· Appointment of legal advisors and auditors for the companies in the group.

The MOU is subject to the approval of the Israel Antitrust Authority and will not be binding or have any legal status until the approval is given.  According to information received by BGI, the Israel Antitrust Authority has approved the MOU.

In addition, both Parties in the MOU have the right of first refusal, as well as tag-along and bring-along rights, and the Loan Agreement between Israel 18 and Ta'aman will be extended so long as the voting rights are held by the Trustee.

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On November 29, 2016, Israel 18, via a $1.9 million loan agreement with a third party called Power Gate LTD, paid the entire outstanding consideration due to Fortissimo. As a result, the pledge of Fortissimo Collateral Shares was released, and such shares of B.S.D. were pledged to Power Gate LTD to secure its debt (however, Israel 18 retained an irrevocable power to vote such shares).

On April 25, 2016, the BGI Bonds Trustee sold 415,679 ordinary shares of B.S.D. on behalf of BGI which had been pledged on behalf of the BGI's bondholders to repay the Expenses.

Prior to GG becoming its controlling shareholder, Israel 18 may have pledged 5.54% of the total outstanding share capital of B.S.D. (excluding dormant shares)) in favor of Meinl Bank in Austria, as security for the provision of certain loans provided to Israel 18.

On January 15, 2017, BGI entered into an agreement between BGI and Mr. Mordechai Peretz Hirshenboim (the “Agreement” and “"Purchaser" respectively), pursuant to which:

· BGI will incorporate a new company (“Newco”) to which it will transfer all of its holdings in B.S.D.

· The Purchaser will purchase from BGI. 50% of Newco’s share capital in consideration of an amount equal to $8.624 million (the “Consideration”), to be paid in accordance with an agreed payment schedule. The consideration amount reflects a B.S.D. valuation of $70 million (the “BSD Transaction Valuation").

· BGI will act in order to enable the exercise of the right of first refusal which BGI has under a voting agreement between BGI and Israel 18 BV (“Israel 18”) dated March 20, 2014 (the “Voting Agreement”) to purchase the entire amount of Israel’s 18 direct holdings in B.S.D. ("Israel 18’s BSD Holdings").

· Following the potential acquisition by Newco of Israel 18’s BSD Holdings, Newco will own approximately 43.65% of the voting rights in B.S.D. (excluding dormant shares). It should be noted that the exercise of such right of first refusal is not a condition precedent for the completion of the transactions pursuant to the Agreement.

· Any consideration received by Israel 18 upon exercise of such right of first refusal is expected to be used for the repayment of certain of Israel 18’s debts and the release of security interests provided to third parties to secure the repayment of such debts (including security over B.S.D. shares owned by BGI), including the loan agreements and/or pledges with Ta'aman, Power Gate LTD, and Meinl Bank.

· The Agreement contains provisions for joint control over Newco.

· In addition, under the Agreement, the Purchaser grants BGI a put option to sell its entire holdings in Newco to the Purchaser, upon the lapse of a period of five years from the date of signing of the Agreement in consideration for an amount equal to $8.624 million, if the right of refusal described above has not been successfully exercised, or $8 million plus any shareholder loans provided by BGI to Newco as of the date of the exercise of the put option, if the right of refusal described above has been successfully exercised.

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· In connection with a claim filed by B.S.D. against Israel 18, B.S.D. has secured a lien over certain B.S.D. shares and BGI shares owned by Israel 18, to secure an amount of $13.1 million which B.S.D. considers to be owed to it by Israel 18. Under the Agreement, if it is held in a final judgment that B.S.D. is entitled to exercise such lien, then B.S.D. will be entitled to require the Purchaser to pay it an amount equal to up to $13 million, against release from the lien and transfer to the Purchaser of Israel 18's entire holdings in BGI, amounting to approximately 71.59% of the issued and paid-up share capital of BGI.

· Coming into force of the Agreement is conditional on:

a. BGI receiving a valuation for B.S.D. from an external appraiser;

b. If such valuation shows a B.S.D. valuation which is no more than 10% higher than the B.S.D. Transaction Valuation, the Agreement will immediately come into force; or

c. If such valuation determines that B.S.D. has a valuation which is more than 10% higher than the B.S.D. Transaction Valuation, then the Consideration may be adjusted, at the Purchaser’s discretion, to reflect a valuation of 90% of the appraiser’s valuation. If the Purchaser is unwilling to adjust the Consideration as noted above, BGI may opt to terminate the Agreement.

Item 7. Material to be Filed as Exhibits.

Item 7 of Schedule 13D, “Material to be Filed as Exhibits” is amended and restated to read as follows:

Exhibits:

Number   Description

99.1 Joint Filing Agreement among the Reporting Persons (incorporated herein by reference to Exhibit 99.1 to Amendment No. 29 to the Schedule 13D filed on April 12, 2016).

99.2 Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger dated March 2, 2014 (incorporated herein by reference to Exhibit 99.3 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).

99.3 Amendment Number 1 dated March 6, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.4 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).

99.4 Amendment Number 2 dated April 3, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.5 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).

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99.5 Amendment Number 3 dated March 30, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.6 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).

99.6 Amendment Number 4 dated April 1, 2014 to the Agreement Between B.S.D Crown Ltd. (f/k/a Emblaze Ltd.) and Zwi W. & Co. Ltd., and Yossi Willi Management & Investments Ltd., Y.M. Dekel – Holdings & Investments Ltd., Joseph Williger (incorporated herein by reference to Exhibit 99.7 to Amendment No. 23 to the Schedule 13D filed on June 13, 2014).

99.7 Memorandum of Understanding, dated September 24, 2016, by Israel B.V., Gregory Gurtovoy, and Ta'aman Food Marketing Ltd.

99.8 Amended Memorandum of Understanding, dated September 28, 2016, by Israel B.V., Gregory Gurtovoy, and Ta'aman Food Marketing Ltd.

99.9 Agreement of Sale of Shares and Partnership, dated January 15, 2017, by Mr. Mordechai Peretz Hirshenboim, BGI Investments (1961) Ltd., and B.G. Alpha Ltd.

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SIGNATURES

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this Statement is true, correct and complete.

Dated:	January 23,  2017		/s/ Gregory Gurtovoy
			Gregory Gurtovoy
		B.S.D. CROWN LTD.
		By:	/s/ Gregory Gurtovoy
			Name: Gregory Gurtovoy
			Title: Chairman
		WILLI-FOOD INVESTMENTS LTD.
		By:	/s/ Gregory Gurtovoy
			Name: Gregory Gurtovoy
			Title: Chairman
		By:	/s/ Iram Graiver
			Name: Iram Graiver
			Title: Chief Executive Officer

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Schedule 1

Unless otherwise provided in Item 2, set forth below are the names of the directors and executive officers of Israel 18 B.V., BGI Investments (1961) Ltd., B.S.D. Crown LTD., and Willi-Food Investments Ltd., and their present business addresses, principal occupation or employment, name of organization where such employment is conducted, description of the principal business of such organization and citizenship.  In addition, any service of such persons as officers or directors of the Issuer is also indicated.  The citizenship of all those listed below is Israel unless otherwise noted.

Name	Nir Netzer	Ziv Ironi	Ilan Admon
	Board of Directors of B.S.D	Board of Directors of WIL	Board of Directors of WIL and the Chairman of the board of the Issuer
Residence or business address	Ayelet Hen 4, Herzeliya 4637034, Israel	Even Gvirol 2, Tel Aviv, Israel.	Ha-Zaharon 6, Rishon Le Zion, Israel
Present principal occupation or employment	CEO of DEN Financial Consultancy Ltd.	Lawyer	Acts as director for various public companies
Name of corporation or organization where employed	DEN Financial Consultancy Ltd.	Ziv Ironi Law firm	Not applicable
Address of corporation or organization where employed	Ayelet Hen 4., Herzeliya, Israel	Even Gvirol 2, Tel Aviv, Israel.	Ha-Zaharon 6, Rishon Le Zion, Israel
Description of principal business of corporation or organization where employed	Provides investment management services and financial consulting.	Law firm	Not applicable

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Name	Alexander Gourtovoi*	Arik Safran	Iris Even-Tov
	Director of Israel 18	Board of Directors of B.S.D.	Board of Directors of B.S.D.
Residence or business address	4901 HW Oosterhout, Zandheuvel 52 B, the Netherlands	Nahal Gamla 6.4, Kiryat – Ono, Israel	Lea Goldberg 20, Tel Aviv 6941220, Israel
Present principal occupation or employment	Director and owner of Advent Finance BV	Deputy DirectorGeneral of Ravid A.R Holdings	CEO, founder and Director of Business Growth for RSL Electronics Ltd.
Name of corporation or organization where employed	Advent Finance BV	Ravid A.R Holdings Ltd.	RSL Electronics Ltd.
Address of corporation or organization where employed	Wijnbrugstraat 237,3011XW Rotterdam, Netherlands	35 Shaul Hamelech, Tel Aviv, Israel	Lea Goldberg 20, Tel Aviv 6941220, Israel
Description of principal business of corporation or organization where employed	Provides financial planning and other financial services	Private Israeli holding company which provides security, maintenance and hotel services	RSL Electronics Ltd. is a public company engaged in developing, designing, and manufacturing civil aviation systems, and military and marketing products for wind turbines that generate electricity

* Citizen of the Netherlands.

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Name	Shalhevet Hasdiel	Ronit Zalman Malach	Iram Menachem Graiver
	Board of Directors of WIL	Board of Directors of WIL	CEO of WIL and President of the Issuer
Residence or business address	15 Pinchas St., Bnei-Brak, Israel	16 Hana Rubina St., Rishon Lezion 7576258, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Present principal occupation or employment	Publisher, CEO, Editor and owner of magazine	Consultant to public companies	CEO of WIL and Issuer
Name of corporation or organization where employed	"FINE" magazine	Not applicable	WIL and Issuer
Address of corporation or organization where employed	15 Pinhas St., Bnei-Brak, Israel	16 Hana Rubina St., Rishon Lezion 7576258, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Description of principal business of corporation or organization where employed	Publisher, editor, CEO, and responsible for finance and content of magazine FINE	Not applicable	Importing and marketing of food products

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Name	Shlomit Penn*	Eli Arad	Pavel Buber
	Board of Directors of WIL	Board of Directors of WIL	CFO of WIL and Issuer
Residence or business address	4 Tamrir St., Jaffa, Israel	4 Bashari, Rishon Le Zion, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Present principal occupation or employment	Consultant to high-tech companies mainly in the U.S. market regarding business development and sales	Board of Directors of BGI , B.S.D, and WIL; CEO of Merchavia Holdings and Investments LTD.	CFO of WIL and Issuer
Name of corporation or organization where employed	Self-employed	Merchavia Holdings and Investments LTD.	WIL and Issuer
Address of corporation or organization where employed	4 Tamrir St., Jaffa, Israel	5 Kineret, Bnei Brak, Israel	4 Nahal Harif St., Northern Industrial Zone, Yavne 81106, Israel
Description of principal business of corporation or organization where employed	N/A	Identifying and making investments in companies engaged in the field of biomedical and life sciences	Importing and marketing of food products

* Citizen of both Israel and Poland.

16

EX-99.7

Exhibit 99.7

Date 24/9/16

Memorandum of Understanding ("MOD")

This MOU, entered into by and between Israel 18 B.V and Mr. Gregory Gurtovoy (jointly "Gurtovoy") and Taaman Shivuk Mazon Ltd. or a corporation it will establish for that purpose ("Taamam") (together "The  Parties" or " Parties"), is designed to set out the principles for aShareholder Agreement which will be entered between the Parties (the "Agreement"), as follows;

1. General

1.1. The objective of this MOU is to set out in writing the Parties interest to sign a comprehensive Shareholders Agreement with regards to their joint ownership and management of all shares owned by Gurtovoy (directly and indirectly) in BGI Investment (1961) Ltd. and BSD Crown Ltd.

1.2. This MOU will come into force and effect provided that the Parties have executed that certain Loan Agreement and Taaman has transferred the Loan Amount set forth therein to Adv. Gitzelter not later than will be provided in the Honorable Judge decision in file no. 59618-02-16 a copy of which will be attached hereto as Appendix A and according to the provisions detailed in the Loan Agreement and the mechanism specified there. For the prevention of doubts, in case the said Loan Amount is not transferred this MOU shall become null and void.

2. Cooperation

2.1. The Parties agree to sign the Agreement based on the terms and principles provided herein.

2.2. The Parties objective is to establish a new special purpose vehicle (The "SPV^!') which will hold all the shares of BGI and BSD, held nowadays, directly by Israel 18, or for which Israel 18 holds ownership rights, and/or voting rights all subject to all applicable laws.

2.3. Gurtovoy undertakes on his expenses torelease the shares currently deposited with Meinl Bank in Austria and to transfer them to the SPV, subject to any court decision regarding those shares if required. Alternatively (e.g. if applicable court will deny the transfer of those shares) Gurtovoy has an option to transfer the same amount of the shares from the market.

2.4. The Agreement will include the following terms and conditions:

2.4.1. SPV shall own 71.5% shares in BGI and 19% shares in BSD provided however that in case that there will be any restriction by law to transfer shares of BGI and BSD to an SPV, the Agreement will provide that each Party shall own 50% of the shares held by Israel 18 in BGI and BSD and the Parties shall establish a joint management and joint control within 90 day from the signing of this agreement.

2.4.2. Taaman will own 50% of the issued and outstanding share capital of the SPV or alternatively will own 35.75% shares of the BGI and 9.5% shares in BSD ("Alternative Structure"). In any structure All the 71.5% shares in BGI and 19% shares in BSD shall be transferred to Advocate Yaacov Amster as a trustee appointed jointly by the Parties (the "Trustee").

if Gurtovoy will uphold his commitments to transfer all the remaining shares (Shimonov, Meinl and Forisimo herein: "the remaining shares") into the Trustee's account and release the shares from any restriction from BSD claim, Gurtovoy will have an option, to build an Alternative Structure. Once Gurtovoy has finalized all his commitments he will be entitled to the 50% of the SPV's shares which will in turn hold 71.5% shares in BGI and 19% shares in BSD.

For the above 50% in the SPV, Taaman will pay to Gurtovoy a consideration in amount of US$10,000,000 (the "Consideration"). In any event the Consideration shall he paid not later than 10 days after Gurtovoy has finalized all his commitments according to above paragraph and according to this MOU.

The loan period will be extended as long as the trustee has the right to vote under all the shares of Israel 18 B.V (71.5% shares in BGI and 19% shares in BSD). A failure to vote under all these shares will trigger an immediate payment of the loan under section 11 of the loan agreement. A breach of the terms of this MOU by Gurtovoy will also trigger immediate payment of the loan under section 11 of loan agreement. If Gurtovoy has finalized all his commitments according to this MOU and he is entitled to receive the consideration and only in that case, he will also be entitled not to pay interest on the loan on the period of extension.

Unless two following triggers are met, all the shares in BGI and BSD applicable to Taaman or Gurtovoy and all the shares in SPV will be held on the Trustee's account and will be managed and voted by the Trustee under the joint instructions of both Parties.

Triggers to release the shares from the Trustee's account:

1. Consideration is paid in full.

2. Gurtovoy has finalized all his commitments according to above paragraph and according to this MOU.

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As an interim mechanism until Gurtovoy upholds all his commitments, Gurtovoy will be entitled to50% of the SPV's and of all its subsidiaries' dividends or any other distributions (and Taaman will be entitled to the rest 50%). It should be clarified that this participation in dividends or any other distributions which the Gurtovoy will be entitled for is an interim mechanism only and Gurtovoy will be entitled de facto to the assignment of the SPV's shares only when he had executed all his commitments according to this MOU and the Loan Agreement.

2.4.3. Gurtovoy commits to ensure that within ten (10) days from signing this MOU, all of the proxies allowing the use of voting rights arising from the Shani Shears and remaining shares will be given to the trustee which will act according to this agreement and vote on behalf of the shares which are in his possession and on behalf of the remaining shares, that until Gurtovoy will complete all his duties and transfer all the shares to the SPV. Instructions to the trustee will be given according to a joint decision of both Parties. Any failure toprovide and use the voting rights of all the shares subject to this MOU (Shani, Meinl, Fortisimo and Shimonov) within 10 days from the signing of this agreement, will be a breach of this MOU and a breach of contract of the Loan Agreement. In that case Taaman can sell all the shares of the SPV and fulfill all securities in Loan Agreement. In any event Gurtovoy shall have an option before the sale to cure the default in 14 days,

2.4.4. A failure to deliver the remaining shares to the Trustee's account, apart from those remaining shares which might be under a lien or pledge due toBSD claim, subject to this MOU within 18 months from the signature of this contract will be considered as a breach of this MOU and a breach of the Loan Agreement as above.

2.4.5. A failure torelease restrictions from any shares subject of this MOU (shani, meni, fortissimo and shimonov) due to a the BSD claim against Israel 18 B.V. (Tel Aviv District Court) within 36 months from the signature of this contract will be considered as a breach of this MOU and a breach of the Loan Agreement as above.

2.4.6. In case BSD's claim will be accepted by the court, in a final judgment (herein: "BSD's Debt"), Gurtovoy will be responsible to pay BSD's debt. In the event Gurtovoy will not pay BSD's debt, Taaman will have the right, to pay out BSD's Debt, and any such payment will be charged off Gurtovoy's part where for this calculation, Gurtovoy's shares will be worth 10 million dollars if he had completed all his duties according to this agreement.

2.5. Inany case (except if other remedy period is explicitly written) Gurtovoy shall have the 30 day remedy period to remedy any default under this agreement.

2.6. Operational management of the SPV and its subsidiaries.

2.6.1. Signatory rights. The following corporate actions of the SPV and its subsidiaries will be executed with a signature of a representative of each Party:

2.6.1.1. All payment orders that are not in the regular business manner;

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2.6.1.2. Any borrowing or raising money (including entering into any finance lease), orincreasing its indebtedness that are not in the regular business manner;

2.6.1.3. Making any loan, or granting any credit or giving any guarantee or indemnity;

2.6.1.4. The declaration or any other matters relating to payment of any dividend or other distribution, adoption, amendment, modification or cancellation of the dividend policy;

2.6.1.5. Instituting, settling, abandoning or compromising any legal, court, arbitration or administrative proceedings in any jurisdiction (or admission of liability) by any subsidiary involving a potential liability of or claim by any subsidiary;

2.6.1.6. Disposal or encumbrance of SPV's and its subsidiaries' assets;

2.6.1.7. Acquisitions;

2.6.1.8. Share increases or dilutions;

2.6.1.9. Nomination of new lawyers and accountants to the corporations.

2.6.2. The SPV or the shareholders will make Taaman and/or a representative on its behalf to have a signatory right also in the subsidiaries.

2.6.3. Until Gurtovoy will complete his duties to transfer the voting rights of all the shares to the trustee as mentioned in item 2.4.3 the trustee will vote with the shares that are in his possession and with the shares in which he received a power of attorney according to Taaman'sorders.

2.6.4. Workers. The Parties will review the employees' loyalty to the Parties in the operational Companies and in subsidiaries and as long a party will think that an employee is not loyal, he will have the right to demand the replacement of the employee and inclusive in the subsidiaries.

2.6.5. Nominating directors in all subsidiaries. The parties will call for general meetings within 30 days from the day of signing this MOU and within they will ask toreplace all directors that can be replaced with directors that will be agreed by all Parties. Representation will be proportionate to each of the Party's ownership in the SPV.

2.7. Both this MOU and the Agreement shall be subjected to obtaining all approvals required by the laws of Israel including the approval of the Anti-Trust commissioner of Israel as long as it is needed. Any action under this MOU or the Agreement, which requires the approval of the Anti-Trust commissioner, shall not be executed until such approval is received. The Parties agree to make all necessary announcements and releases required by any securities laws in the countries in which the shares of any subsidiary are listed provided that any report including mentioning of the other Party's name will be done in coordination with the other Party.

2.8. Share transfers. Each of the Parties will obtain first refusal, drag along and tag along rights.

2.9. Resolution of Deadlock. In case deadlock arises, Parties will seek arbitration resolution.

3. Binding Nature

This MOU will bind the Parties if the Parties have failed to agree on a specified agreement within 60 days. Until the final agreement is signed this MOU is binding.

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4. General

This MOU will be read Complementary with the Loan Agreement signed by the Parties simultaneously, with this MOU.

/s/ Gregory Gurovoy	/s/ Taaman
Gregory Gurovoy	Taaman

5

EX-99.8

Exhibit 99.8

Date 28/9/16

Memorandum of Understanding "MOU")

In light of the court decision dated 27 September 2016 in file no. 59618-02-16 this Amended (to the version of 24^th September 2016) MOU, entered into by and between Israel 18 B.V and Mr. Gregory Gurtovoy (jointly "Gurtovoy") and Taaman Shivuk Mazon Ltd. or a corporation it will establish for that purpose ('Taaman") (together "The Parties" or "Parties"), is designed to set out the principles for a Shareholder Agreement which will be entered between the Parties (the "Agreement"), as follows:

1. General

1.1. The objective of this MOU is to set out in writing the Parties interest to sign a comprehensive Shareholders Agreement with regards to their joint ownership and management of all shares owned by Gurtovoy (directly and indirectly) in BGI Investment (1961) Ltd, and BSD Crown Ltd.

1.2. This MOU will come into force and effect provided that the Parties have executed the Loan Agreement and the trustee had transferred the Loan Amount set forth therein to Adv. Gitzelter according to the Honorable Judge decision in file no. 59618-02-16 dated 27 September 2016. A copy of which will be attached hereto as Appendix A and according to the provisions detailed in the Loan Agreement and the mechanism specified there and in light with the said in the court decision. A copy of the swift dated 28/09/2016 is attached Hereto as Appendix B.

2. Cooperation

2.1. The Parties agree to sign the Agreement based on the terms and principles provided herein.

2.2. The Parties objective is to establish a new special purpose vehicle (The "SPV") which will hold all the shares of BGI and BSD, held nowadays, directly by Israel 18, or for which Israel 18 holds ownership rights, and/or voting rights all subject to all applicable laws.

2.3. Gurtovoy undertakes on his expenses to release the shares currently deposited with Meinl Bank in Austria and to transfer them to the SPV, subject to any court decision regarding those shares if required. Alternatively (e.g. if applicable court will deny the transfer of those shares).   Gurtovoy has an option to transfer the same amount of the shares from the market.

2.4. The Agreement will include the following terms and conditions:

2.4.1. SPV shall own 71.5% shares in BGI and 19% shares in BSD provided however that in case that there will be any restriction by law to transfer shares of BGI and BSD to an SPV, the Agreement will provide that each Party shall own 50% of the shares held by Israel 18 in BGIand BSD and the Parties shall establish a joint management and joint control within 90 day from the signing of this agreement.

2.4.2. Taaman will own 50% of the issued and outstanding share capital of the SPV or alternatively will own 35.75% shares of the BGI and 9.5% shares in BSD ("Alternative Structure"). In any structure All the 71.5% shares in BGI and 19% shares in BSD shall he transferred to Advocate Yaacov Amster as a trustee appointed jointly by the Parties (the "Trustee"),

if Gurtovoy will uphold his commitments to transfer all the remaining shades (Shimonov, Meinl and Forisimo herein: "the remaining shares") into the Trustee's account and release the shares from any restriction from BSD claim, Gurtovoy will have an option to build an Alternative Structure. Once Gurtovoy has finalized all his commitments he will be entitled to the 50% of the SPV's shares which will in turn hold 71.5% shares in BGI and 19% shares in BSD.

For the above 50% in the SPV, Taaman will pay to Gurtovoy a consideration in amount of US$10,000,000 (the "Consideration"), in any event the Consideration shall be paid not later than 10 days after Gurtovoy has finalized all his commitments according to above paragraph and according to this MOU,

The loan period will be extended as long as the trustee has the right to vote under all the shares of Israel 18 B.V (71.5% shares in BGI and 19% shares in BSD). A failure to vote under all these shares will trigger an immediate payment of the loan under section 11 of the loan agreement. A breach of the terms of this MOU by Gurtovoy will also trigger immediate payment of the loan under section 11 of loan agreement.

If Gurtovoy has finalized all his commitments according to this MOU and he is entitled to receive the consideration and only in that case, he will also be entitled not to pay interest on the loan on the period of extension.

Unless two following triggers are met, all the shares in BGI and BSD applicable to Taaman or Gurtovoy and all the shares in SPV will be held on the Trustee's account and will be managed and voted by the Trustee under the joint instructions of both Parties.

Triggers to release the shares from the Trustee's account;

1. Consideration is paid in full.

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2. Gurtovoy has finalized all his commitments according to above paragraph and according to this MOU

As an interim mechanism until Gurtovoy upholds all his commitments, Gurtovoy will be entitled to 50% of the SPV's and of all its subsidiaries' dividends or any other distributions (and Taaraan will be entitled to the rest 50%). It should be clarified that this participation in dividends or any other distributions which the Gurtovoy will be entitled for is an interim mechanism only and Gurtovoy will be entitled de facto to the assignment of the SPV's shares only when he had executed all his commitments according to this MOU and the Loan Agreement.

2.4.3. Gurtovoy commits to ensure that within ten (10) days from signing this MOU, all of the proxies allowing the use of voting rights arising from the Shani Shears and remaining shares will be given to the trustee which will act according to this agreement and vote on behalf of the shares which are in his possession and on behalf of the remaining shares, that until Gurtovoy will complete all his duties and transfer all the shares to the SPV. Instructions to the trustee will be given according to a joint decision of both Parties. Any failure to provide and use the voting rights of all the shares subject to this MOU (Shani, Meinl_t Fortisimo and Shimonov) within 10 days from the signing of this agreement, will be a breach of this MOU and a breach of contract of the Loan Agreement. In that case Taaman can sell all the shares of the SPV and fulfill all securities in Loan Agreement. In any event Gurtovoy shall have an option before the sale to cure the default in 14 days.

2.4.4. A failure to deliver the remaining shares to the Trustee's account, apart from those remaining shares which might be under a lien or pledge due to BSD claim, subject 10 this MOU within 18 months from the signature of this contract will be considered as a breach of this MOU and a breach of the Loan Agreement as above.

2.4.5. A failure to release restrictions from any shares subject of this MOU (shani, menil, fortissimo and shimonov) due to a the BSD claim against Israel 18 B.V. (Tel Aviv District Court) within 36 months from the signature of this contract will be considered as a breach of this MOU and a breach of the Loan Agreement as above.

2.4.6 In case BSD's claim will be accepted by the court, in a final judgment (herein: "BSDs Debt"), Gurtovoy will be responsible to pay BSD's debt. In the event Gurtovoy will not pay BSD's debt, Taaman will have the right, to pay out BSD's Debt, and any such payment will be charged off Gurtovoy's part where for this calculation, Gurtovoy's shares will be worth 10 million dollars if he had completed ail his duties according to this agreement.

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2.5. In any case (except if other remedy period is explicitly written) Gurtovoy shall have the 30 day remedy period to remedy any default under this agreement.

2.6. Operational management of the SPV and its subsidiaries.

2.6.1. Signatory rights. The following corporate actions of the SPV and its subsidiaries will be executed with a signature of a representative of each Party:

2.6.1.1. All payment orders that are not in the regular business manner;

2.6.1.2. Any borrowing or raising money (including entering into any finance lease), or increasing its indebtedness that are not in the regular business manner;

2.6.1.3. Making any loan, or granting any credit or giving any guarantee or indemnity;

2.6.1.4. The declaration or any other matters relating to payment of any dividend or other distribution, adoption, amendment, modification or cancellation of the dividend policy;

2.6.1.5. Instituting, settling, abandoning or compromising any legal, court, arbitration or administrative proceedings in any jurisdiction (or admission of liability) by any subsidiary involving a potential liability of or claim by any subsidiary;

2.6.1.6. Disposal or Encumbrance of SFV's and its subsidiaries' assets;

2.6.1.7. Acquisitions;

2.6.1.8. Share increases or dilutions;

2.6.1.9. Nomination of new lawyers and accountants to the corporations.

2.6.2. The SPV or the shareholders will make Taaman and/or a representative on its behalf to have a signatory right also in the subsidiaries,

2.6.3. Until Gurtovoy will complete his duties to transfer the voting rights of all the shares to the trustee as mentioned in item 2.4.3 the trustee will vote with the shares that are in his possession and with the shares in which he received a power of attorney according to Taaman's orders.

2.6.4. Workers. The Parties will review the employees' loyalty to the Parties in the operational Companies and in subsidiaries and as long a party will think that an employee is not loyal, he will have the right to demand the replacement of the employee and inclusive in the subsidiaries.

2.6.5. Nominating directors in all subsidiaries. The parties will call for general meetings within 30 days from the day of signing this MOU and within they will ask to replace all directors that can be replaced with directors that will be agreed by all Parties.

Representation will be proportionate to each of the Party's ownership in the SPV.

2.7. Both this MOU and the Agreement shall be subjected to obtaining all approvals required by the taws of Israel including the approval of the Anti-Trust commissioner of Israel as long as it is needed. Any action under this MOU or the Agreement, which requires the approval of the Anti-Trust commissioner, shall not be executed until such approval is received. The Parties agree to make all necessary announcements and releases required by any securities laws in the countries in which the shares of any subsidiary are listed provided that any report including mentioning of the other Party's name will be done in coordination with the other Party.

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2.8. Share transfers. Each of the Parties will obtain first refusal, drag along and tag along rights.

2.9. Resolution of Deadlock. In case deadlock arises, Parties will seek arbitration resolution.

3. Binding Nature

This MOU will bind the Parties if the Parties have failed to agree on a specified agreement within 60 days. Until the final agreement is signed this MOU is binding.

4. General

This MOU will be read complementary with the Loan Agreement signed by the Parties

/s/Gregory Gurtovoy	/s/ Israel 18	/s/ Taaman
Gregory Gurtovoy	Israel 18	Taaman

Attorney approval of Taaman

I, the undersigned ______________, attorney of Taaman Shivuk Mazon Ltd, hereby confirm that this agreement was signed by authorized signatories of the company and in accordance with the signatory rights of Taaman.

Attorney approval of Israel18

I, the undersigned ______________, attorney of Israel 18, hereby confirm that this agreement was signed by an authorized signatory in accordance with the power of attorney given to Mr. Gregory Gurtovoy by the company, and a copy is attached hereto.

Signature and stamp of the attorney:                                                  date:

Attorney approval of Mr. Gregory Gurtovoy

I, the undersigned ______________, attorney of Mr. Gregory Gurtovoy, hereby confirm that Mr. Gregory Gurtovoy signed on this MOU.

Signature and stamp of the attorney; ______ date: _____________________         

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List of Appendixes

"A A copy of the courtt decision in file no. 59618-02-16 dated 27 September 2016;

"B" A copy of the swift dated 28/09/2016.

6

Appendix "A"

A copy of the court decisions in file

no. 59618-02-16 dated 27 September

2016

[removed]

7

Appendix "B"

A copy of the

swift dated

28/09/2016

[removed]

8

EX-99.9

Exhibit 99.9

[Informal translation from Hebrew]

Agreement of sale of shares and partnership

Entered on 15 January 2017

Between Mordechai Peretz Hirshenboim

ID. 058660242

From 32 David Yellin, Jerusalem

(From hereinafter "Peretz" and / or "Purchaser")

On the one hand;

And between:

BGI Investments (1961) Ltd.

Public Company. 510291750

7  Menachem Begin Road, Ramat Gan

And: B.G.Alpha Ltd.

Private company ___________

7  Menachem Begin Road, Ramat Gan

(Collectively "BGI" and / or sellers)

On the other hand;

(The Buyer and B.G.I collectively the "Parties")

Whereas:

A. BGI holds 27,100,000 ordinary shares of BSD Crown Ltd. (hereinafter:"BSD"), representing approximately 24.64% of its share capital.

B. Between BGI and its controlling shareholder, Israel 18 B.V. (Hereinafter: "Israel 18"), exists a shareholders' agreement dated March 20, 2014, attached as Appendix A to this agreement (the "Voting Agreement"), which provides BGI among other things, with the voting rights of shares of BSD that Israel 18 owns, and also grants BGI a right of refusal to purchase BSD  shares prior to Israel 18  selling, transferring or pledging any of the shares to a third party (the "right of refusal").

C. Israel 18 engaged with Taaman Food Marketing Ltd. a loan agreement and in addition a memorandum of understanding to that transaction, under which Israel 18 is trying to sell its direct holdings in BSD to Taaman Food Marketing Ltd ("Taaman").

D. BGI believes that following the signing of a memorandum of understanding between Israel 18 and Taaman, as mentioned above, there arose to BGI the right to refuse the sale of  BSD shares by Israel 18, in accordance with the voting agreement;

E. The Purchaser seeks to engage with BGI for the acquisition of shares in a way that a new company shall be established by BGI, which will hold 27,100,000 ordinary shares of BSD, representing approximately 24.64% of the issued and outstanding share capital of BSD (the "New Company" or "New Co"), and the purchaser will acquire 50% of the new company in return for 8.624 million USD, reflecting a company value of 70 million USD to BSD (the "purchase price").

F. Immediately following the execution of this agreement, BGI is intends to exercise its right of refusal towards Israel 18, so BGI will acquire the entire holding of Israel 18 in BSD, representing 19.01% of the issued and outstanding capital of BSD, which will be held by the new company, in which the purchaser will hold 50%.

G. Israel 18 pledged part of its holdings in BSD shares to third parties, including Taaman, Bank Meinl and Power Gate (the "pledgers"), so in addition to the payment of the consideration for the exercise of the right of refusal, it will be required that BGI shall pay additional amounts in order to release the liens that apply to these shares.

H. Following the sale of the NewCo shares to the Purchaser, BGI will not have all of the necessary funds for the realization of the right of refusal and the additional capital required for the release of the pledged shares from the pledgers; therefore, the parties agree that the purchaser will provide all the necessary funds, over and above the funds provided by BGI, to complete the purchase of shares as part of the right of refusal, and the release of the pledged shares from the pledgers.

I. BGI's board of directors approved this agreement in a legal manner, and the BGI board of directors protocol confirming the sale and the authorized signatories to this agreement on its behalf are attached as Appendix B to this agreement.

Therefore the parties agreed as follows:

1. The valuation

1.1 Immediately upon signing of this agreement, BGI will contract with an appraiser to perform a valuation of BSD (the "valuation").

1.2 If the valuation received will determine a BSD value that is greater than 77 million USD, which means a value greater by more than 10% of the purchase price, then BGI will turn to the purchaser to update the purchase price, so that it will be consistent with the valuation so that the gap between the purchase price and the valuation does not exceed 10%. If the acquirer chooses not to update the purchase price as stated, then BGI will be entitled to cancel the transaction without any penalty or sanction.

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1.3 The time available to perform a valuation is until 30 January 2017. If no valuation is accepted by the date mentioned, then the agreement enters into force on 1 February 2017

2. The consideration for the acquisition of 50% of the new company by the purchaser (and later the total transaction amount, respectively)

2.1 As specified in paragraph 1 above, with the purchase price updated, as required, the purchaser will acquire from BGI 50% of the issued and outstanding capital of the new company, which will hold 27,100,000 ordinary shares of BSD, representing 24.64% of the issued and outstanding capital of BSD.

2.1.1 In return for the purchase of the shares of the new company, the purchaser will pay to BGI a total of 8.624 million USD, or the adjusted purchase price, as determined in accordance with the updated valuation, as specified in paragraph 1 above (the "purchase price of the shares"), purchase price of the shares will be paid by the buyer in the order of payments as follows:

2.1.1.1 Immediately upon signing of this agreement, the buyer shall transfer to  BGI a total of 1 million NIS, in addition to a total of 1 million NIS transferred by the buyer to BGI prior to signing of this agreement, as a loan that does not bear interest. Immediately upon signing of this agreement the loan will become part of the payment for the acquisition of shares in the new company, so that the first payment will constitute 2 million NIS (the "First Payment"). The first payment funds will be returned to the purchaser in the event that, as a result of the valuation received, the deal does not continue.

2.1.1.2 A total of 2.310 million USD (with a deduction of 2 million NIS that has already been paid upon signing the agreement) shall be paid by the purchaser to BGI within 30 business days from the date of signing (the "Second Payment").

2.1.1.3 A total of $2 million shall be paid by the purchaser to BGI within 90 days from the date of the second payment.

2.1.1.4 A total of $2.157 million shall be paid by the purchaser to BGI within 180 days of the second payment .

2.1.1.5 A total of 2.157 million shall be paid by the purchaser to BGI within 270 days from the date of the second payment.

2.1.2 BGI commits to a sum of $7 million in funds that will be transferred to a trustee account which will be opened by Yaron Kaiser (the "Trustee") in order to ensure the payment of BGI's right of refusal. Accordingly, BGI ensures by signing this agreement that the last $7 million payment of the amount for the purchase will be transferred directly to the trust account and Trustee, and this will be considered as having receiving the money by hand. The commitment of BGI to hold the funds in order to exercise the right of refusal will end no later than 180 days from the date of signing the agreement, as in the date the period to exercise the right of refusal ends as specified in paragraph 3.2.

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3. Continue the transaction and the consideration respectively

3.1 BGI will contract with an appraiser to obtain an economic opinion for the extraction of the price right of refusal to acquire shares BSD, as a result of the transaction with Taaman.

3.2 BGI will turn to Israel 18 and announce its intention to exercise its right of first refusal, and that for this purpose the buyer in the agreement entered into with the sale of shares and financing. The period for exercising the right of refusal to stand by BGI will be a period of 180 days from the date of signing of this agreement (hereinafter: "The completion of the right of first refusal") after which the following will occur:

3.2.1 upon receipt by Israel 18 that it respects the right of refusal, or alternatively, a final court decision ordering Israel 18 to respect the right of refusal, and letters of intent will received from the pledgers that for the sums stated in the letter of intent they will release their shares, and Israel 18 and pledgers or the trustee will undertake to transfer the shares representing 19.01% of the issued and outstanding capital of BDS, to BGI or to the new company as directed by her BGI, and received a letter from attorney who manages the lawsuit on behalf of BSD against Israel 18 (and the following paragraph 9) that it does not oppose the transaction (the "right of first refusal successful completion"), the following provisions shall apply:

The buyer will deposit in a trust account (as previously stated, opened by Yaron Kaiser, who serves as a trustee to complete the transaction) within 14 business days of receiving the notice of BGI regarding exercise of the right of refusal and obtaining letters of intent as described in Section 3.2.1 above, the following amounts:

3.2.1.1 The remainder of the full purchase price, in a total amount of 8.624 million USD, instead of the payment dates set out in section 2.1.1 above.

3.2.1.2 An additional amount of $8.7 million. These amounts will be called collectively "transaction amount".

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3.2.2 The trustee will use 15.7 million USD of the funds deposited in trust to make the following payments:

a. Pay Taaman for the cancellation of the memorandum of understanding between Israel 18, or release of 10,278,253 BSD shares held by them in respect of a loan granted by them to Israel 18 (9.34% of the issued and outstanding capital of BSD) and transfer them to the Trustee or the new company.

b. Pay Power Gate for release of 4,541,524 BSD shares representing 4.13% of the issued and outstanding capital of BSD, pledged in their favor.

c. Pay Meinl Bank for the release of 6,092,233 BSD shares representing 5.54% of the issued and outstanding capital of BSD held and pledged in favor of Meinl Bank.

3.2.3 The balance remaining in the trust account will be transferred to BGI.

3.2.4 In the event the letters will be received from Meinl, Powergate and Israel 18 regarding the specific amounts for which the shares can be released, the buyer will commit to pay the debt on the shares in exchange for transferring the shares to the NEWCO or to the trustee until transferring the shares to the NEWCO and the payment for these shares would be made even before receiving such a letter from Taaman. Should the right of first refusal be successfully exercised, these shares will be part of the shares purchased by NEWCO within the payments specified in paragraph 3.2.2 above, and, should the right of first refusal not be successfully exercised, the buyer will transfer the shares to the NEWCO in exchange for 50% of the price paid for the shares by the NEWCO and both parties will equally split the cost of the owners' loan needed in order to purchase the shares.

3.2.5 The total transaction will be recorded in the books of BGI or the books of the new company, respectively, as follows:

3.2.5.1 8.624 million USD from the transaction amount will be recorded as consideration from the purchaser in respect of the acquisition of a 50% stake in the new company that will establish by BGI (hereinafter: "the acquisition consideration").

3.2.5.2 An amount equal to half of a right of refusal from the acquisition consideration will be recorded as a shareholders loan that was granted by BGI to the new company, as part of BGI participation in cost of exercising the right of refusal to Israel 18 (the "Shareholders loan BGI").

3.2.5.3 An amount equal to half of the right of refusal from the transaction amount will be recorded at a shareholders loan provided by the buyer to the new company for participation in share half the cost of the right of refusal of Israel 18 (the "Shareholders loan Peretz").

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3.2.5.4 Monetary difference between: (a) transaction amount as specified in paragraph 3.2.1 above, and (b) for the acquisition consideration as described in section 3.2.5.1 plus shareholders loan as described in section 3.2.5.3 that will be used for the remainder of the payment to the pledgers in order to clear the pledged shares, will be written in the books of the NEWCO as an owners loan that the buyer gave to the NEWCO (Hereby: the buyers loan). The NEWCO will use the money from the buyers loan in order to redeem an equivalent amount out of Shareholders Loan BGI ("Funds for Clearing the Pledge") to BGI. BGI will used the Funds for Clearing the Pledge in order to clear the debt on the remainder of the pledged shares,  against  the transfer of the shares to the NEWCO. BGI will deduct an amount equal to the Funds for Clearing the Pledge from the owners loan it owes Israel 18.

3.2.5.5 The buyers loan will be paid only from the amounts that will be received by the NEWCO from funds that will be received by the companies held by them from dividend or management fees that will be received by the NEWCO.

The transaction specified in section 3 above in a case in which the right of refusal is implemented successfully will be called for purposes of this agreement as: "right of first refusal deal."

4. Bridge Loans

4.1 Purchaser undertakes to provide bridge loan to BGI as follows:

4.1.1 On 01/01/2018, a loan of US $250 thousand.

4.1.2 On 01/01/2019, a loan of US $250 thousand.

4.1.3 On 01/01/2020, a loan of US $250 thousand.

4.1.4 On 01/01/2021, a loan of US $250 thousand.

4.2 Bridge loans will bear an interest rate of 7% per annum from the date of the actual granted to BGI, and will be paid principal plus interest in one payment at the end period 'Put' option as defined below. If the 'Put' option will be exercised, repayment will be done by way of offsetting the proceeds of the Put.

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5. Put option

5.1 The buyer gives BGI a put option to sell its remaining holdings in the new company (50%). Option will be exercisable from the end of 5 years from the date of signature of this agreement until the end of the six (6) months later (the "Put option"), as follows:

5.1.1 In the event that the transaction for the right of refusal, Peretz will pay to  BGI, to the extent BGI exercises the put options, a total of 8 million USD plus shareholders 'loan of BGI as well as all other shareholders' loan provided by BGI to new company until the date of exercise of put options.

5.1.2 In the event that the right of refusal was not completed, the new company will hold 27,100,000 BSD shares only, and Peretz will pay to BGI, as long as BGI exercise the Put option, 8.624 million USD for the acquisition of 50% of the issued and outstanding capital of the new company of BGI.

5.2 Over the life of 'Put' option, as long it is has not expired, first lien will apply on the new company shares held by the purchaser in favor of BGI, to ensure the commitment of the purchaser to pay for the shares 'Put' option in the event a put option is exercised.

6. Joint Control Agreement

6.1 The parties will sign a management agreement which shall grant equal rights in relation to all voting rights in the new company, and will maintained the same number of representatives from each side for all the directors on board of directors of the new company and its subsidiary and affiliated companies, including the right to appoint by mutual agreement only the chairman, CEO and all senior positions in any corporation held or controlled.

6.2 In the event that no agreement of the parties will reached regarding how to vote in the new company or subsidiary and affiliated companies, the parties will appoint a mediator, whose identity will be agreed upon by the parties, and in the absence of agreement between the parties the identity of the mediator will be determined by the chairman of the Israel Bar Association. The mediator's decision in an arbitration proceeding shall be final and binding on the parties.

6.3 In addition, provisions will be established regarding the right of first refusal and the right to join in the event that a party will seek to sell its holdings in the new company, while during the 'Put' option the buyer will not be entitled to make a sale of its holdings in the new company, directly or indirectly, unless he preceded Put 'option and BGI agreed to sell his shares Put 'option.

6.4 Each party undertakes that as it acquires additional shares in the subsidiaries, BSD, Willi-Food Investments and Willi-Food International (hereby: the subsidiaries), it will vote these shares according to the decision of the new company only.

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6.5 Without breaching the voting agreement, as is written in paragraph 6.4 above, each sides commits that in the event that a side to this agreement purchases shares of any of the subsidiaries, they will grant the other side the right to purchase 50% of the shares purchased by them, under the same conditions. Exercising this right will be done in writing to the other side, while they will have 21 days from the notice to declare their intent to join the purchase of the shares.

7. Cooperation

The parties will cooperate and will use their best efforts to complete the transaction and the exercise of the right of refusal by BGI, including to turn to legal courts.

8. Violations

8.1 Without prejudice to any other remedy of BGI, in case of violation the following provisions shall apply:

8.1.1 In the event that the buyer did not meet its obligations while transferring funds to BGI or the trustee on the dates provided, it will be considered a fundamental breach of this agreement, and BGI may cancel the agreement immediately without any compensation to the buyer.

8.1.2 Failure of the buyer to meet its obligations for the payment dates set out in the agreement shall be considered a fundamental breach of this agreement and the Purchaser shall not be entitled to shares of the new company.

8.1.3 In the event that Israel 18 will announce that it respects the right of refusal, or alternatively a court ruling ordering Israel 18 to respect the right of refusal, and the buyer will not pay the full amount of the transaction at the time, it is determined that all funds paid to BGI or deposited with the trustee will constitute an agreed compensation for BGI, without proof of damage by BGI and BGI will have any other right against the purchaser in relation to non-compliance with obligations under the agreement.

8.2 Delay in meeting the commitments of the parties for 7 days will not be considered as a violation.

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9. BSD Claim

The buyer is aware that there is a current lawsuit by BSD against Israel 18 which caused a partial pledge on the holdings of Israel 18 that include, among others, the right of first refusal shares and therefore Peretz has committed that in the event that exercising the right of first refusal or acquisition of the pledged shares will not be possible due to a claim made by BSD due to their lawsuit against Israel 18, Peretz will commit to BSD that due to any judicial decision made against Israel 18 that causes their holdings of 71.59% in BGI to be impounded by BSD, he will offer to buy the Israel 18 holdings in BGI (assuming it comes to 71.59%) for the price decided in the lawsuit as long as it does not rise above 13 million USD, subject to changes that need to be made according to the obligations and assets of BGI based on the first audited financial statements after execution of the agreement by BSD against the report published soon after receipt of the demand from BSD that the purchaser purchase the holdings of Israel 18 as described above and according to any provision by law.

10. The agreement

The entry into force of this agreement is immediate; however, the BGI commitments in accordance with this agreement will take effect only after BGI performs a valuation of BSD in accordance with section 1.3 above, and the result of the aforementioned valuation shall not be in excess of $77 million. In the event that the valuation will be a higher value, the buyer may update the purchase price so that it will be consistent with the valuation so that the gap between the purchase price and the valuation does not exceed 10%. If the buyer did not update the price mentioned above, BGI will be allowed to continue the agreement or, alternatively, inform the purchaser of the cancellation of the agreement without any penalty or compensation by either party.

11. Bearing BGI costs Peretz undertakes to bear the legal expenses of BGI in connection with the transaction totaling 75 thousand USD plus legal VAT to be paid to the law firm of BGI - Gluzman Co., Advocates, within 180 days from the date of signature of this agreement - this salary includes the trustee services.

12. Changes in the agreement.

12.1 This agreement contains, merges, and expresses fully and completely all the conditions agreed between the parties. Any guarantee, understanding, agreement, whether oral or whether in writing, warranties or representations regarding the subject of this agreement given or made by the parties prior to the date of signing this agreement, and which are not expressed explicitly in it, is not sufficient to add to charges and rights under this agreement or arising therefrom, detract from or alter, and parties will not be related to them.

12.2 Beginning from the signing of this agreement, any change and / or the acceptance and / or clarification that is not written in this agreement shall not be valid unless it is signed by the parties in writing, through a new document to be signed between the parties.

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12.3 Any behavior by either party shall not be deemed a waiver of any rights under this agreement or under any law, unless the waiver, acceptance, rejection, modification, cancellation or addition is made explicitly and in writing. Consent or waiver of any of the parties in this agreement, in a particular case regarding a certain party, shall not constitute a precedent enabling one to learn from analogy to other cases or other parties.

13. Arbitration

In any case of dispute between the parties arising from the provisions of this agreement, the parties will turn to arbitration before a single arbitrator whose identity shall be agreed upon by the parties. Should there be a failure to identify an arbitrator, the arbitrator shall be appointed by the chairman of the Israel Bar Association. The arbitrator's decision will be made within 90 day, and shall be a written and reasoned decision. The arbitrator's decision shall be final and shall not be subject to appeal. The arbitrator expenses shall be paid by the parties in equal parts, with the side which was decided against undertaking to indemnify the winning side of all arbitration expenses.

14. Jurisdiction

Without prejudice to the provisions of the arbitration clause in paragraph 12 above, the Court in Tel Aviv District shall have jurisdiction over matters, shall be the sole authority to deliberate the provisions of this agreement, violations and acts accordingly.

15. This agreement is subject to all applicable laws and the approval of any regulatory authority should it be required.

16. Posts

The other party notice, pursuant to the provisions of this agreement, submitted in writing by registered mail or by e-mail, at the address indicated below:

To - BGI. Investments (1961) Ltd.:

[removed]

IN WITNESS WHEREOF the parties have signed:

/s/ Mordecai Peretz Hirsnboim                            /s/ BGI Investments (1961) Ltd.

Mordecai Peretz Hirsnboim                                 BGI Investments (1961) Ltd.

____________________

BG Alpha Limited Partnership

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Appendix 1 a share purchase agreement

Written instructions to the Trustee

In honor to

Yaron Kaiser

Ministry Gluzman Co. Advocates

Re: written instructions to the Trustee

The undersigned nominate you,Adv. Yaron Kaiser, ID 034474676, as trustee for the purpose of acquisition of shares in accordance with the share purchase agreement dated _____________, made and signed  by the undersigned.

Your role as trustee, we instruct you to do the following:

i. open a trust account at Bank Leumi , which is benefiting from its BGI Investments (1961) Ltd. and - Mr. Mordechai Peretz Hirshenboim and / or its subsidiary (hereinafter "Purchaser").

ii. The buyer will deposit the funds in the trust account according to the agreement that signed between the parties on ___

iii. You will trust funds as follows:

a. In the event that the right of refusal will exercised you will act the trust funds   as follows:

1. You will transfer from the trustee an amount of 2.2 to Power Gate Ltd against _____________ shares BSD Crown Ltd which will be deposited in a trust account.

2. A total of $ 10.5 million will be transferred to Taaman Food Marketing Ltd against the transfer of __________________ BSD Crown Ltd shares representing 9.5% of the issued and outstanding capital of BSD, to the Trust Account.

3. A total of 2.95 million USD will be transferred by you to Meinl Bank, against Transfer of ____________ BSD Crown shares representing ___% of the issued and outstanding capital of BSD,  to the Trust Account.

4. The balance of funds remaining in the trust account after the payment set forth above will be transfer to BGI Investments (1961) Ltd.

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iv. Where the right of refusal is not paid, then transfer the funds to BGI trust.

v. In addition to the finals of all payments incumbent on the buyer, including consideration for the put options as disposed of, in accordance with the share purchase agreement, we instruct you that you hold in trust, the shares of the new company that same buyer purchased, representing 50% of the shares in the new company, and will register a first degree lien in BGI favor the said shares, in accordance with the wording of the bond and pledge to be prepared by you.

vi. In addition, the trust will hold shares in BGI new company, in order to guarantee the right of first refusal provisions in connection with the sale of shares in the new company, as exercised by the purchaser.

vii. In any case where you informed by BGI that there was an event of default by the purchaser and an injunction from a court orders has received so you should delay the transfer of funds within 7 days from the date it received as BGI stated,you will transfer all trust funds to BGI, including the pledged shares to BGI without it may be purchaser any claim to suit you.

viii. The Parties undertake to absolve you in advance of any claim in respect of any acts within the framework of this mutual, provided that made in good faith. The Parties undertake to indemnify you in advance for any expense that will be to you as part of this Trust, including where you go to court for ruling on any question or action necessary to it under this Trust Agreement.

ix. The parties to this agreement shall bear all the expenses of the Trust, including bank account opening fees, banking fees, charges on the trust account and other expenses related to your role as a trustee.

x. The parties, by mutual agreement, be allowed to inform you that your role as a trustee, also be entitled to announce your role as a trustee at any time with prior notice of 30 days and the parties will be required to provide a replacement for you, as it will not find a replacement within 30 days, shall be entitled to call the an alternate trustee, when the parties will be committed to any replacement trustee expenses, including fee as determined as part of the fee to be determined by agreement between you and him.

xi. The parties waive in advance any claim or lawsuit to you as a trustee.

xii. IN WITNESS WHEREOF the parties have signed

BGI Investments (1961) Ltd.

BG Alpha Limited Partnership Inc.

Mordecai Peretz Hirshenboim.

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