This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer. .

Combined version with Amendment No. 1 to the Trust Deed dated May 20, 2026

This version is a combined version of the Trust Deed dated July 27, 2025, as amended on May 20, 2026 (hereinafter: the "Trust Deed" and "Amendment No. 1 to the Trust Deed", respectively). Where the marked changes are updates included in Amendment No. 1 to the Trust Deed. This combined version was prepared for convenience only. The binding version is the Trust Deed (as signed and published to the public) only and Amendment No. 1 to the Trust Deed (as signed and published to the public). Accordingly, it is clarified that in any case of contradiction between this combined version and the Trust Deed and/or Amendment No. 1 to the Trust Deed, the provisions of the Trust Deed and/or Amendment No. 1 to the Trust Deed shall prevail.

Appendix A

Trust Deed of the BONDS (Series 2)

Which was signed on July 27, 2025 and Amendment No. 1 to the Trust Deed dated May 20, 2026

Table of Contents - Trust Deed
1	Introduction; Interpretation; and Definitions	6
2	Issuance of the BONDS; Issuance Terms; Pari Passu	9
3	Purchase of BONDS by the Company and/or a Related Holder and Execution of Distribution	10
4	Issuance of Additional BONDS	11
5	Company's Undertakings	14
6	Collateral	26
7	Early Redemption	27
8	Right to Call for Immediate Repayment	30
9	Claims and Proceedings by the Trustee	37
10	Trust over Receipts	38
11	Authority to Demand Payment to Holders via the Trustee	39
12	Authority to Delay Distribution of Funds	40
13	Notice of Distribution	40
14	Refraining from Payment for Reasons Beyond the Company's Control	40
15	Receipt from BONDS Holders and from the Trustee	42
16	Presentation of BONDS to the Trustee; Registration regarding Partial Payment	42
17	Investment of Funds	42

Table of Contents - Trust Deed
18	Company's Undertakings towards the Trustee	42
19	Additional Undertakings	46
20	Attorneys	46
21	Other Agreements	47

22	Reports on Trust Matters	47
23	Trustee's Insurance	47
24	Special Powers	47
25	Trustee's Power to Employ Agents	49
26	Indemnification of the Trustee	49
27	Notices	53
28	Waiver, Compromise, and Changes to the Trust Deed	53
29	Register of BONDS Holders	55
30	Release	55
31	Appointment of the Trustee, Trustee's Roles, Trustee's Powers, and Termination of Trustee's Office	55
32	Meetings of BONDS Holders	57
33	Urgent Representation for BONDS Holders	57
34	Trustee's Fee	57
35	Applicability of Law	59
36	Exclusive Jurisdiction	59
37	General	59
38	Trustee's Liability	60
39	Addresses	60
40	Authorization for MAGNA	60
1	First Schedule to the Trust Deed - BONDS Certificate (Series 2)
Table of Contents - The Conditions Registered on the Reverse Side
1	General	2

2	The BONDS	2
3	Terms of the BONDS (Series 2) Offered under the Shelf Offering Report	2
4	Principal and Interest Payments of the BONDS (Series 2)	4
5	Postponement of Dates	4
6	Securing the BONDS	4
7	Refraining from Payment for Reasons Beyond the Company's Control	5
8	Register of BONDS Holders	5
9	Splitting of BONDS Certificates	5
10	Transfer of the BONDS	5
11	Replacement of BONDS Certificates	6
12	Early Redemption	6
13	Purchase of the BONDS by the Company and/or a Related Holder	6
14	Waivers; Compromises and Changes to the Trust Deed	6
15	Meetings of BONDS Holders	6
16	Receipt from BONDS Holders	6
17	Immediate Repayment	6
18	Notices	6
19	Applicable Law and Jurisdiction	6
20	Order of Priorities	6
Second Schedule to the Trust Deed - Meetings of BONDS Holders (Series 2)		7
Third Schedule to the Trust Deed - Urgent Representation for BONDS Holders		13

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Trust Deed of the BONDS (Series 2)

Drawn up and signed in Tel Aviv on July 27, 2025 and amended on May 20, 2026

Between: Acro Group Ltd.
2 HaManofim St., Herzliya
Phone: 09-9718900
Fax: 09-9718901
(hereinafter: the "Company")

On one side:

And: Reznik Paz Nevo Trusts Ltd.
14 Yad Harutzim St., Tel Aviv
Phone: 03-6389200
Fax: 03-6389222
(hereinafter: the "Trustee")

On the other side:

Whereas: And the Company published on February 23, 2022 a prospectus for completion of an initial public offering and a shelf prospectus (dated February 24, 2022), the validity of which was extended until August 23, 2025 (the shelf prospectus and the amendments thereto shall be called together: the "Shelf Prospectus" or the "Prospectus");

Whereas: And the Company is considering publishing according to the Shelf Prospectus a Shelf Offering Report, according to which the Company will offer BONDS (Series 2) of the Company, which are not convertible into the Company's shares;

Whereas: And on July 10, 2025, Midroog Ltd. (hereinafter: "Midroog") announced the granting of an A3 rating to a new series of BONDS to be issued under this deed [hereinafter: "Rating of BONDS (Series 2)"];

Whereas: And the Company applied to the Trustee to serve as Trustee for the holders of the BONDS (Series 2) and the Trustee agreed to sign this deed and to act as Trustee of the holders of the BONDS (Series 2) all subject to and in accordance with the terms of this deed;

Whereas: And the Trustee is a private company limited by shares incorporated in Israel under the Companies Law, 1999, whose main objective is the practice of trusts;

Whereas: And the Trustee declared that there is no impediment under the Securities Law, 1968, or any other law, for its engagement with the Company under this deed and that it meets the requirements and eligibility conditions stipulated in the Securities Law, 1968 to serve as a Trustee for the holders of the BONDS (Series 2) subject of this deed;

Whereas: And the Trustee has no personal interest in the Company, and the Company has no personal interest in the Trustee;

Whereas: And the Company declares that there is no impediment under any law and/or any agreement to perform the issuance of the BONDS and/or its engagement with the Trustee under this deed and also that subject to receiving the approval of the Stock Exchange for listing the BONDS (Series 2) for trading, at the time of signing this deed, all necessary approvals were received according to any law and/or any agreement for the subject issuance under this deed;

Whereas: And it is the parties' desire to put into writing within the framework of this deed the unique instructions and conditions for the BONDS (Series 2) which will be offered according to the Shelf Offering Report.

Therefore it was agreed, declared and stipulated between the parties as follows:

Introduction; Interpretation; and Definitions

1.1 The introduction to this deed and its attached appendices constitute an integral part thereof.

1.2 The division of this deed into sections and the provision of headings to the sections were done for convenience and reference purposes only, and shall not be used for interpretation.

1.3 Everything stated in this deed in the plural also means singular and vice versa, everything stated in the masculine also means feminine and vice versa, and everything stated as a person also means a corporation, all when there is no other explicit instruction in this deed.

1.4 In any matter not mentioned in this deed, the parties will act in accordance with the provisions of Israeli law, and in any case of contradiction between the provisions of the law that cannot be stipulated against and this deed, the parties will act in accordance with the provisions of Israeli law that cannot be stipulated against. With respect to matters concerning trading on the Stock Exchange, the Company will act in accordance with the TASE Regulations and directives issued thereunder. In any case of conflict between the provisions of this deed and the provisions described in the Shelf Prospectus or the Shelf Offering Report, the provisions of this deed shall prevail. The Company confirms that as of this date, there is no conflict between the provisions of the Deed and the Shelf Offering Report.

1.5 In this deed and in the BONDS, the following expressions shall have the meaning alongside them, unless explicitly stated otherwise:

1.5.1 "this deed" or "the Trust Deed" or "this trust deed" or "the Deed": this deed including the appendices attached to the deed and constituting an integral part thereof and as they will be from time to time;

1.5.2 "the Auction": the auction on the fixed annual interest rate that the BONDS (Series 2) to be issued by the Company will bear in accordance with the Offering Report;

1.5.3 "BONDS (Series 2)" or "BONDS" or "Series of BONDS (Series 2)": BONDS (Series 2), of 1 NIS par value each, to be issued by the Company under the Shelf Prospectus and in accordance with the Offering Report and whose terms shall be in accordance with what is stated in this deed and in the BONDS (Series 2) certificate and which have not been repaid in full or expired or been cancelled;

1.5.4 "the Trustee": Reznik Paz Nevo Trusts Ltd. and/or whoever may serve from time to time as Trustee for the holders of the BONDS under this deed;

1.5.5 "Register of Bondholders" and/or "the Register": the register of holders of the BONDS as stated in section 29 of this deed;

1.5.6 "Holder" and/or "Bondholder": each of these: (1) one whose right is registered with a stock exchange member regarding BONDS, and those BONDS are included among the BONDS registered in the Register of Bondholders, in the name of the Registration Company; (2) one whose right to BONDS is registered in the Register of Bondholders;

1.5.7 "Bond Certificate": a bond certificate whose version is attached in the first appendix to this deed;

1.5.8 "the Law" or "Securities Law": the Securities Law, 1968 and the regulations thereunder, as they will be from time to time;

1.5.9 "Companies Law": the Companies Law, 1999 and the regulations thereunder, as they will be from time to time;

1.5.10 "Business Day" or "Banking Business Day": any day on which most banks in Israel are open for conducting transactions;

1.5.11 "Trading Day": a day on which transactions are conducted on the Stock Exchange;

1.5.12 "The Registration Company": the TASE Registration Company Ltd. or a registration company that will take its place, provided that all securities of the Company are registered with the same registration company;

1.5.13 "Principal Amount": the total par value of the BONDS that has not yet been repaid;

1.5.14 "the Stock Exchange": the Tel Aviv Stock Exchange Ltd.;

1.5.15 "Special Resolution": a resolution adopted at a general meeting of holders of the BONDS (Series 2), in which there were present, in person or by their proxies, holders of BONDS who hold, cumulatively, at least 50% of the remaining par value of the BONDS (Series 2), or at an adjourned meeting in which holders of BONDS were present, in person or by their proxies, who hold, cumulatively, at least 20% of the said remaining par value, and which was adopted (whether in the original meeting or in the adjourned meeting) by a majority of at least two-thirds of the remaining par value of the BONDS (Series 2) represented in the vote, excluding abstainers;

1.5.16 "Ordinary Resolution": a resolution adopted at a general meeting of holders of the BONDS (Series 2), in which there were present, in person or by their proxies, at least two holders of BONDS who hold, cumulatively, at least 25% of the remaining par value of the BONDS (Series 2), or at an adjourned meeting in which holders of BONDS were present in any number of participants whatsoever (in person or by their proxies), and which was adopted (whether in the original meeting or in the adjourned meeting) by a majority of over fifty percent (50%) of the remaining par value of the BONDS (Series 2) represented in the vote, excluding abstainers;

1.5.17 Rating: rating by a rating company;

1.5.18 "Rating Company" / "Rating Firm": a rating company that has received the approval of the Commissioner of Capital Markets, Insurance and Savings at the Ministry of Finance;

1.5.19

In this Trust Deed and in the BONDS, the rating of the BONDS shall have the meaning detailed in the table below:

"A3"	A3 in the rating of Midroog Ltd. or a rating equivalent to this rating which shall be determined by another rating company that is rating or will rate the BONDS (Series 2).
"Baa1"	Baa1 in the rating of Midroog Ltd. or a rating equivalent to this rating which shall be determined by another rating company that is rating or will rate the BONDS (Series 2).
"Baa2"	Baa2 in the rating of Midroog Ltd. or a rating equivalent to this rating which shall be determined by another rating company that is rating or will rate the BONDS (Series 2).
"Baa3"	Baa3 in the rating of Midroog Ltd. or a rating equivalent to this rating which shall be determined by another rating company that is rating or will rate the BONDS (Series 2).
"Ba1"	Ba1 in the rating of Midroog Ltd. or a rating equivalent to this rating which shall be determined by another rating company that is rating or will rate the BONDS (Series 2).

1.5.20

"Urgent Representation" to be established in accordance with what is stated in the provisions of the third appendix to this deed;

1.5.21

"Shelf Offering Report": shelf offering report(s) which will be published from time to time under the Shelf Prospectus, in accordance with the provisions of section 23a(f) of the Securities Law, insofar as the Company decides to perform an offering of BONDS (Series 2), in which all the unique details for that offering will be completed, including the composition of the units offered as determined by the Company on the eve of the offering of the BONDS (Series 2), in accordance with the provisions of any law and in accordance with the TASE Regulations and directives, as they will be at that time;

1.5.22

"First Shelf Offering Report" or "Offering Report" - a shelf offering report that will be published in the month of July 2025, within its meaning in section 23a of the Law, under which the BONDS (Series 2) will be offered for the first time;

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1.5.23

"Index" The price index known as the "Consumer Price Index" which includes vegetables and fruit and which is published by the Central Bureau of Statistics, including the same index even if published by another official body or institution that replaces it, whether it is based on the same data on which the existing index is based or not; if another index published by such body or institution replaces it, and that body or institution did not determine the ratio between it and the replaced index, the ratio will be determined by the Central Bureau of Statistics, and in the event that such ratio is not determined as stated, then it will be determined by the Trustee, in consultation with economic experts chosen by it;

1.5.24

"Insolvency Law"- The Insolvency and Economic Rehabilitation Law, 5778-2018 and the regulations thereunder, as they may be from time to time;

1.5.25

"The Consolidated Circular"- The Consolidated Circular of the Commissioner of Capital Markets, Insurance and Savings for institutional bodies, as it may be in effect from time to time. https://mof.gov.il/hon/Information-entities/Pages/Codex.aspx

1.6

The provisions of this trust deed shall apply in relation to the BONDS (Series 2) only and all subject to the TASE Regulations and TASE guidelines. The trust deed shall enter into force on the date of issuance of the BONDS (Series 2) by the Company. It is agreed that in the event of cancellation of the issuance of the BONDS (Series 2) for any reason, this trust deed shall be void ab initio.

1.7

The Trustee's signature on the trust deed does not constitute an expression of opinion on its part regarding the quality of the offered securities or the worthiness of investing in them.

1.8

Wherever it is stated in the deed "subject to any law" (or a similar expression), it means subject to any law that cannot be conditioned upon.

Issuance of BONDS; Issuance terms; Pari Passu rank

2.1

The Company may issue, at its sole discretion and subject to the publication of an offering report, the BONDS (Series 2) as described in the preamble to this deed. The BONDS (Series 2) shall be registered for trading on the TASE and shall not be convertible into Company shares.

2.2

At the time of issuance of the BONDS (Series 2), the BONDS (Series 2) are rated at a rating of A3 by Midroog Ltd.

2.3

The terms of the BONDS (Series 2) which will be issued according to the prospectus and the offering report, subject to the provisions of this deed, shall be as specified in the terms listed overleaf included in the First Appendix to this deed. The principal amount shall bear annual interest as determined in the tender (hereinafter: "the Annual Interest"), subject to the adjustments detailed in sections 5.6-10 of this deed and subject to the provisions regarding arrears interest, as stated in section 4(a) of the terms listed overleaf.

2.4

The Company reserves the right to perform early redemption for the BONDS in accordance with the conditions detailed in section 7 of this deed.

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2.5 The BONDS (Series 2) shall all stand at an equal security rank (Pari Passu) among themselves in connection with the Company's obligations under the BONDS, and without any right of priority or preference of one over the other.

2.6 The principal and interest of the BONDS (Series 2) shall not be linked to any linkage base. According to the TASE Regulations and TASE guidelines, the linkage method (absence of linkage) shall not be changed during the period of the BONDS.

2.7 The BONDS (Series 2) are not secured by any charges, without prejudice to the provisions of section 6 below.

Purchase of BONDS by the Company and/or an Affiliated Holder and execution of a Distribution

3.1 Subject to any law, the Company reserves the right to purchase the BONDS (Series 2), in whole or in part, at any time and from time to time, at such price and on such terms as it sees fit (and from sellers chosen at its discretion and without the obligation to approach all holders) and in the case of such a purchase, the purchased BONDS (Series 2) shall automatically expire, be cancelled and removed from trading, and the Company shall not be entitled to re-issue them. Additionally, in such a case, the Company shall apply to the TASE clearing house for the withdrawal of the certificates of the BONDS purchased as stated. The Company shall submit an immediate report on a purchase of BONDS performed by it as stated, as required by law, and shall also notify the Trustee thereof, in writing, no later than one trading day, but the publication of an immediate report on the subject shall be considered as providing sufficient notice to the Trustee.

Nothing in the above shall prejudice the Company's right to perform early redemption of the BONDS (Series 2) as stated in section 7 below.

3.2 The controlling shareholders of the Company (directly and/or indirectly) and/or their family members (spouse as well as brother, parent, grandparent, descendant or descendant of the spouse, or the spouse of any of these) and/or a subsidiary of the Company and/or an affiliated company of the Company and/or an associated company of the Company and/or an entity controlled by any of them (directly or indirectly) (except for the Company itself for which the provisions of section 3.1 above shall apply) (hereinafter: "Affiliated Holder") shall be entitled to purchase and/or sell BONDS (Series 2) at their discretion (and subject to any law), at any time and from time to time on and off the TASE, including by way of issuance by the Company. In the case of such a purchase and/or sale by a subsidiary of the Company and/or an affiliated company of the Company and/or an associated company of the Company and/or an entity controlled by any of them, the Company shall submit an immediate report thereof. The BONDS (Series 2) held as stated by an Affiliated Holder shall be considered an asset of the Affiliated Holder, they shall not be removed from trading on the TASE, and they shall be transferable like the other BONDS (Series 2). BONDS (Series 2) owned by an Affiliated Holder shall not grant the Affiliated Holder voting rights at meetings of the holders of the BONDS (Series 2) and shall not be counted for the purpose of determining the existence of a legal quorum required for opening these meetings. Meetings of holders shall be conducted according to the provisions of the Second Appendix to the Trust Deed. An Affiliated Holder shall report to the Company, to the extent it is required by law to do so, on the purchase of the BONDS (Series 2) and the Company shall provide the Trustee, upon its request, with the

list of Affiliated Holders and the quantities held by them on the date requested by the Trustee, based on the reports received as stated from Affiliated Holders and which were reported in the MAGNA system by the Company. It is clarified that a report in the MAGNA system shall constitute a report to the Trustee for the purposes of this section.

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3.3 Nothing in this section above, in itself, shall obligate the Company or an Affiliated Holder or the holders of the BONDS (Series 2) to buy BONDS and/or to sell the BONDS (Series 2) in their possession.

3.4 It is clarified that subject to the provisions of the Companies Law, as of the date of signing this deed, no restriction whatsoever applies to the Company regarding dividend distribution or self-purchase of its shares, except as detailed in section 5.7.4 below.

4. Issuance of additional BONDS

4.1 Subject to the provisions of section 4.2 below, the Company shall be entitled, from time to time, without the need to obtain approval from the Trustee and/or the holders existing at that time, to issue additional BONDS (Series 2) (whether in a private offering or within a prospectus), including to an Affiliated Holder (as defined in section 3.2 above), at any price and in any manner the Company finds appropriate, including for the purpose of purchasing BONDS of other series of the Company (hereinafter: "Series Expansion"). The terms of the additional BONDS issued shall be identical to the terms of the BONDS (Series 2). The BONDS (Series 2) existing at the time of the Series Expansion and the additional BONDS (Series 2) (from the time of their issuance) shall constitute one series for all intents and purposes and they shall stand at an equal security rank (Pari Passu), among themselves, without any right of priority or preference of one over the other. The Company shall apply to the TASE with a request to register the additional BONDS (Series 2) for trading as stated.

The Trustee shall serve, subject to the provisions of this deed, as the Trustee for all the BONDS, as they may be from time to time in circulation, including in the case of a Series Expansion, and the Trustee's consent to its appointment as such for the expanded series shall not be required. The additional BONDS shall not grant a right to the payment of principal and/or interest for the BONDS for which the record date for payment occurred prior to the date of their issuance.

4.2 Notwithstanding the above, the Series Expansion of the BONDS (Series 2) shall be performed subject to the fulfillment of all the following conditions:

a. The Company meets and will meet all the financial covenants detailed in section 5.4 below before and after the Series Expansion, without taking into account the cure and waiting periods listed in connection with those financial covenants. The examination regarding the Company's compliance with this condition shall be performed by the Company according to the data of the latest consolidated financial reports, reviewed or audited, as the case may be, that the Company was required to publish up to that date, when the Series Expansion is taken into account retroactively in these data;

b. The Company declared that no cause for immediate repayment exists before and following the expansion, without taking into account cure and waiting periods, to the extent they exist;

c. The Company declared that it complies (before performing the Series Expansion and after taking into account the Series Expansion retroactively) with all its material obligations to the holders of the BONDS (Series 2) in accordance with the provisions of this deed;

d. The Series Expansion does not prejudice the Company's ability to repay the BONDS;

e. An approval was received from the rating agency that the Series Expansion of the BONDS (Series 2) will not lead to

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a downgrade in the rating of the BONDS (Series 2), as it was immediately prior to the time of the said Series Expansion (and before the tender for classified investors, to the extent such a tender takes place, or to the extent the Series Expansion is performed through a private placement, then before the performance of the private allocation); the Company shall transfer to the Trustee the approval of the rating agency, stating that the Series Expansion will not cause a downgrade in the rating of the BONDS (Series 2) as stated, prior to the date of the Series Expansion or prior to the date on which the tender for classified investors is held, to the extent such a tender takes place, whichever is earlier. To the extent the BONDS (Series 2) are rated by more than one rating agency, the Series Expansion shall not lead to a downgrade in any of the ratings existing at that time. For the avoidance of doubt, a change in the rating outlook of the BONDS (Series 2) and/or the inclusion of the Company's series of BONDS on a watch list by the rating agency as a result of the Series Expansion shall not be considered a downgrade of the BONDS.

It will be clarified that if and to the extent the Company issues warrants exercisable into BONDS (Series 2), the provisions of this section 4.2 shall not apply in connection with the exercise of the said warrants by the holders, provided that at the time of allocation of the warrants the Company meets all the conditions detailed in section 4.2 above, with the necessary changes.

It will be clarified that the TASE is not responsible for checking the Company's compliance with the conditions detailed in subsections a-e above at the time of processing the application for registration for trading.

Performing the Series Expansion despite the Company's non-compliance with any of the obligations detailed in section 4.2 above shall constitute a cause for calling for immediate repayment as stated in section 8.1.20 below.

The Company shall transfer to the Trustee, before performing such Series Expansion and in any case no later than the date of holding the preliminary tender for classified investors (to the extent it takes place) or to the extent the Series Expansion is performed via a private allocation, then prior to the publication of the immediate report regarding the private allocation, a detailed written confirmation from the senior officer in the field of finance in the Company regarding the Company's compliance with the conditions detailed in subsections a-d above. Documentation and calculation (in connection with the condition in subsection a above) shall be attached to the confirmation, additionally to the Trustee's satisfaction.

Nothing in this right of the Company shall exempt the Trustee from examining the said issuance, to the extent such a duty is imposed on the Trustee by law, and nothing in it shall prejudice the rights of the Trustee and the holders of the BONDS under this deed, including their right to call for immediate repayment of the BONDS by law and/or as stated in section 8 below and in the circumstances set forth therein.

4.3

It will be clarified that the Company reserves the right to allocate additional BONDS (Series 2) by way of Series Expansion at a discount rate different from the discount rate of the BONDS (Series 2) that are in circulation at that time. Should the discount rate determined for the additional BONDS (Series 2), to the extent there are such, be different from the discount rate of the BONDS (Series 2) existing in circulation at that time (including the absence of a discount, as relevant), the Company shall approach the Tax Authority, before expanding the series of BONDS, in order to obtain its approval that for the purpose of tax withholding at source

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from the discount fees regarding the BONDS (Series 2'), a uniform discount rate will be determined for the BONDS (Series 2') according to a formula weighting the different discount rates in the series, if any (hereinafter: "the Weighted Discount Rate").

In the event of obtaining such approval, the Company will calculate the Weighted Discount Rate for all the BONDS (Series 2'), and will publish in an immediate report the uniform Weighted Discount Rate for the entire series, close to the expansion of the series, and tax will be deducted at the repayment dates of the BONDS (Series 2'), according to the said Weighted Discount Rate and in accordance with the provisions of the law. In such a case, all other legal provisions regarding the taxation of discount fees will apply. If such approval is not obtained, the Company will notify in an immediate report, close to the issuance of the additional BONDS (Series 2') as a result of the said series expansion, of the highest discount rate created for that series. At the time of repayment of the BONDS (Series 2'), tax will be withheld at source according to the reported discount rate.

Therefore, there may be cases where tax will be withheld at source for discount fees at a rate higher than the discount fees set for those who held BONDS (Series 2') prior to the expansion of the series (hereinafter: "the Excess Discount Fees"), and this may worsen their situation, whether or not approval was received from the Tax Authority for determining a uniform discount rate for the relevant series. In this case, an assessee who held BONDS (Series 2') before the said expansion of the series and until the repayment of these BONDS (Series 2'), will be entitled to submit a tax report to the Tax Authority and receive a tax refund in the amount of the tax deducted from the Excess Discount Fees, provided they are entitled to such a refund by law.

4.4 Without derogating from the generality of the above, the Company reserves the right, subject to the provisions of any law, and subject to obtaining the TASE's approval, as required, to issue at any time and from time to time (whether by private placement or under a prospectus) and without being required to obtain the consent of the holders of the BONDS (Series 2') and/or the consent of the Trustee, as the case may be, and including to a related holder (as defined in Section 3.2 above), additional series of BONDS, as the Company sees fit (hereinafter: "the Additional Series"), whether they grant a right of conversion into the Company's shares or do not grant such a right, and under redemption, interest, linkage, collateral and other terms, as it sees fit, whether they are superior to the terms of the outstanding BONDS (Series 2'), equal to them or inferior to them, without prejudice to the repayment obligation imposed on it towards the BONDS (Series 2').

Notwithstanding the above, it is clarified that the Company shall not be entitled to issue additional series of BONDS that are not secured by a pledge, as well as a series of other securities that are debt not secured by a pledge, which have priority upon liquidation relative to the BONDS (Series 2') (it is clarified that if a series of BONDS secured by collateral or a series of other debt securities secured by collateral is issued, then the priority in liquidation for the holders of those series will only be in relation to their ability to be paid from that collateral). Prior to the issuance of such series, the Company will provide the Trustee with an approval signed by the senior officer in the finance department regarding what is stated in this paragraph above.

Without derogating from the above, nothing in the Company's said rights shall diminish the Trustee's right to examine the implications of the said issuance, and nothing therein shall derogate from the rights of the Trustee and/or the holders of the BONDS under this Deed.

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The Company's Obligations

5.1 The Company hereby undertakes to pay, on the dates set for this purpose, all principal and interest amounts (including interest additions for rating downgrade/cessation and/or for deviation from a financial covenant as detailed in sections 5.5 and 5.6 below and including default interest if applicable) which will be paid according to the terms of the BONDS (Series 2), and to fulfill all other terms and obligations imposed on it according to the terms of the BONDS (Series 2) and according to this Deed. In any case where a payment date for principal and/or interest falls on a day that is not a business day, the payment date will be postponed to the first business day following it, without any additional payment, interest or linkage, and the record date for determining the eligibility to receive principal and interest payments shall not change as a result. The Company cannot condition its obligations under this section in any way. In case of a contradiction between this section and any conflicting obligation of the Company under this Trust Deed, the provisions of this section shall prevail.

5.2 The Company undertakes that the BONDS (Series 2) will be listed for trading on the Stock Exchange.

5.3 Rating of the BONDS (Series 2)

a. The Company undertakes that as long as BONDS (Series 2) are outstanding, the Company will act so that, to the extent it is within its control, the BONDS (Series 2) will be rated by a rating company throughout the entire period of the BONDS (Series 2), and for this purpose, the Company undertakes to pay the rating company the payments it committed to pay to the rating company and to provide the rating company with the reports and information required by it within the framework of the engagement between the Company and the rating company. For this matter, among other things, the failure to make the payments committed to the rating company and the failure to provide the reports and information required by the rating company within the framework of the engagement between the Company and the rating company will be considered as causes and circumstances within the Company's control.

b. In the event of cessation of the rating of the BONDS (Series 2) or replacement of the rating company, including the cessation or replacement of one or more rating companies in a case where the BONDS are rated by several rating companies, the Company will publish an immediate report on this at the times set by law, and in any case no later than two trading days from the date of the change, and will announce the circumstances of the replacement of the rating company or the cessation of the rating, as applicable. It is clarified that nothing in the above shall derogate from the Company's right to replace a rating company at any time, at its sole discretion and for any reason it finds appropriate. In the event of replacing a rating company, the Company will provide the Trustee with a comparison between the rating scale of the replaced rating company and the rating scale of the new rating company.

c. If the BONDS (Series 2) are rated by more than one rating company, the rating of the BONDS for the purpose of this Deed will be determined according to the low rating, unless otherwise stated in this Deed.

d. Regarding the right to call for immediate repayment in the event of rating cessation (for a reason dependent on the Company) for a period exceeding 60 days or in the case where the rating of the BONDS (Series 2) falls below a Baa3 rating or an equivalent rating, see section 8.1.17 below.

e. Regarding the change in the interest rate due to a rating downgrade and/or cessation, see section 5.6 of this Deed.

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f. It is clarified that placing the BONDS (Series 2) on a watch list ("watch list") or any other similar action performed by the rating company shall not be considered a rating cessation.

5.4 Financial Covenants

5.4.1

Until the full, final, and precise settlement of the debt according to the terms of the BONDS (Series 2), and the fulfillment of all other obligations of the Company towards the holders of the BONDS (Series 2) according to this Trust Deed, the Company shall at all times comply with the financial covenants detailed below:

5.4.1.1

The Company's Equity shall not be less than a total of 1,300 million NIS; it is noted that as of March 31, 2025, the Company's Equity amounts to a total of approximately 2,294 million NIS.

In relation to this section 5.4.1.1:

"Equity" means: the consolidated equity of the Company (including minority interests) as presented in its latest consolidated financial statements (audited or reviewed, as applicable), plus owners' loans (principal only) that were provided up to the relevant examination date (including owners' loans provided prior to the first issuance of the BONDS (Series B)) and whose terms (principal and interest) state that they are subordinate to the BONDS (Series B), i.e., their repayment date (principal and interest) is after the final repayment date of the BONDS (Series B) and also that in the event of the Company's liquidation they will be repaid (principal and interest) after the full repayment of the BONDS (Series B), as well as capital notes provided after the issuance of the BONDS (Series B) and up to the relevant examination date and to which all the terms in this definition above applying to owners' loans apply.

"Owners' Loans" means: any loan provided to the Company and/or corporations under its control by the controlling shareholders of the Company.

5.4.1.2

The Ratio of Adjusted Net Financial Debt to Net CAP shall not exceed 78% (hereinafter: "Debt-to-CAP Ratio"). It is noted that as of March 31, 2025, the Debt-to-CAP Ratio stands at approximately 61.1%.

In relation to this section 5.4.1.2:

"Adjusted Net Financial Debt" - interest-bearing short-term and long-term debt from banks, financial institutions, and any entity engaged in providing loans or credit, plus interest-bearing debt towards holders of BONDS issued by the Company, minus cash and cash equivalents, marketable securities defined in the financial statements as current assets and short-term deposits (but excluding cash, cash equivalents and deposits in accounts designated and/or restricted in use), all based on the Company's latest consolidated financial statements (audited or reviewed, as applicable).

"Net CAP" - Adjusted Net Financial Debt plus the total consolidated Equity of the Company (including minority interests), all based on the Company's latest consolidated financial statements (audited or reviewed, as applicable).

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It is clarified that non-compliance with one or more of the financial covenants detailed in Section 5.4.1 above, for a period of two consecutive quarters, will constitute grounds for calling for immediate repayment of the entire outstanding balance of the BONDS (Series 2), in accordance with the provisions of Section 8.1.6 below, as long as the Company does not comply with that financial covenant.

5.4.2

The examination of the Company's compliance with the financial covenants detailed in Section 5.4.1 above will be performed by the Company every quarter in relation to the consolidated, reviewed, or audited financial statements, as applicable, which the Company must publish by law until that date and immediately upon publication of the relevant reports (hereinafter: the "Examination Date"), as long as the BONDS (Series 2) are outstanding, and will be performed for the first time based on its financial statements as of June 30, 2025.

Until the final repayment of the BONDS (Series 2), the Company will include in the notes to the financial statements a reference to the Company's compliance or non-compliance with each of the said financial covenants as well as the method and results of calculating the said financial covenants.

Should the Company be found in breach of any of the said financial covenants above, the Company will publish an immediate report on MAGNA and notify the Trustee in writing, separately from the immediate report, about the breach and its nature, no later than the end of one business day after the publication of the Company's relevant financial statements.

In addition, the Company will provide the Trustee no later than 7 business days after the publication of each financial report, a written approval signed by the senior officer of the Company in the finance department regarding the Company's compliance or non-compliance with each of the financial covenants detailed in Section 5.4.1 above as well as the obligations detailed in Section 5.11 below, including a detailed calculation (in an active Excel file) regarding the provisions of each of these sections, including a reference to the matter of owners' loans, if any.

5.5

Interest Rate Adjustment for Non-Compliance with Financial Covenants

5.5.1

5.5.1 For the purpose of this section only, the financial covenants (which will be examined in accordance with the provisions of Section 5.4.2 above) are as follows:

a. The Equity (as defined in Section 5.4.1.1 above) shall not be less than a total of 1,375 million NIS;
b. The Debt-to-CAP Ratio (as defined in Section 5.4.1.2 above) shall not exceed 74%.

5.5.2

Adjustment of the BONDS Interest

a. To the extent that the Company deviates on any of the Examination Dates (as defined in Section 5.4.2 above) from any of the financial covenants described in Section 5.5.1 above (hereinafter in this Section 5.5.2: the "Deviation"), the annual interest rate borne at that time by the outstanding principal amount shall increase by a rate of 0.25% (hereinafter in this Section 5.5.2: the "Additional Interest Rate" or the "Additional Interest"), for the period beginning on the Examination Date on which the Deviation first occurred until the full repayment of the outstanding principal amount or until an Examination Date on which it is found that

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The company meets the financial covenant for which the interest was increased as stated, whichever is earlier.

It should be noted that additional interest payments resulting from the company's non-compliance with the financial covenants detailed in Section 5.5.1 above are cumulative, so that as long as the company deviates from both financial covenants described in Section 5.5.1 above at the same time, the annual interest supplement, for deviating from both financial covenants as stated, will total 0.50% above the annual interest rate to be determined in the tender [except in a case where entitlement to default interest arises in accordance with Section 4(a) of the Registered Terms overleaf, in which case the maximum interest rate (i.e., the additional interest rate which also includes the default interest) shall not exceed 4.25% above the annual interest rate to be determined in the tender].

It is clarified that the increase in the interest rate as stated above, if any, will be done only once for each deviation from a financial covenant and during any deviation period, and that the interest rate will not be increased again in the case that the deviation from the financial covenant continues.

However, if the interest rate was previously increased due to a rating downgrade/cessation as stated in Section 5.6 below, then the increase in the interest rate due to the deviation from the financial covenants subject of this section will be limited, such that in any case the maximum annual interest supplement, both for the rating downgrade/cessation and for the non-compliance with the financial covenants described in Section 5.5.1 above, shall not exceed 1.5% above the annual interest rate, except in a case where entitlement to default interest arises in accordance with Section 4(a) of the Registered Terms overleaf, in which case the maximum interest rate (i.e., the additional interest rate which also includes the default interest) shall not exceed 5.25% above the annual interest rate to be determined in the tender.

B. Should the company fail to meet any of the financial covenants described in Section 5.5.1 above, then no later than the end of one business day from the testing date which indicates the deviation, the company shall publish an immediate report, in which the company shall state: (a) the fact of the company's non-compliance with the relevant financial covenant; (b) the exact interest rate that the outstanding balance of the principal amount will bear for the period from the beginning of the current interest period until the testing date (the interest rate will be calculated based on 365 days per year). It is clarified that the said interest shall be equal to the annual interest rate to be determined in the tender subject to previous changes that occurred in it, if any, in accordance with the provisions of this Section 5.5 and Section 5.6 below and Section 4(a) of the Registered Terms overleaf and it shall be referred to hereinafter as "Original Interest"; (c) the interest rate that the outstanding balance of the principal amount will bear from the testing date until the actual upcoming interest payment date, namely: the Original Interest plus the additional annual interest rate (the interest rate will be calculated based on 365 days per year), subject to the aforementioned regarding the maximum interest supplement; (d) the weighted interest rate that the company will pay to the holders of the BONDS (Series 2) on the upcoming interest payment date, resulting from the provisions of sub-sections (b) and (c) above; (e) the annual interest rate reflected from the weighted interest rate; (f) the interest rate

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annual and the semi-annual interest rate (the semi-annual interest will be calculated as the annual interest divided by the number of interest payments per year, i.e., divided by two) for the following periods; and also - (g) whether prior to the company's reporting date the interest was increased due to a rating downgrade and/or cessation of rating as detailed in Section 5.6 below and/or due to non-compliance with the financial covenants as detailed in this section.

In case of a deviation, the company will notify the trustee in writing within one business day from the date of publication of the immediate report as stated.

C. Should the testing date occur during the days starting four (4) days before any record date for interest payment and ending on the interest payment date closest to the said record date (hereinafter in this Section 5.5.2: "Deferral Period"), the company shall pay to the holders of the BONDS (Series 2), on the upcoming interest payment date, the Original Interest, prior to the change, only, while the amount resulting from the interest supplement at a rate equal to the additional annual interest rate during the Deferral Period, shall be paid on the next interest payment date. The company will announce in an immediate report the exact interest rate for payment on the next interest payment date and the interest rates for the following interest periods.

D. It is clarified, for the avoidance of doubt, that in the event that at any testing date after a deviation following which the interest rate was increased as detailed above, the company publishes its audited or reviewed consolidated financial reports (as applicable), and according to them the company meets the financial covenant (in a manner that the deviation ceases to exist), then the interest rate paid by the company to the holders of the BONDS (Series 2) shall decrease, on the relevant interest payment date, starting from the testing date on which the company's financial reports indicate compliance with the financial covenant, so that the interest rate borne by the outstanding balance of the principal amount shall be equal to the Original Interest, as defined above (unless the company at that time failed to meet another financial covenant, in which case the provisions of this Section 5.5.2 shall apply in relation to that additional financial covenant). In such a case, the company shall act in accordance with the provisions of sub-sections (b)-(c) above, with the necessary changes resulting from the company's compliance with the financial covenant. It is clarified that in any case the interest rate shall not be less than the Original Interest.

For the avoidance of doubt, it is clarified that if the company returns to compliance with the financial covenant during the Deferral Period (as defined in sub-section (c) above), then the additional interest rate shall also be paid by the company to the holders for the Deferral Period on the relevant interest payment date, and only from the next interest payment date will the interest rate decrease as stated.

E. For the avoidance of doubt, it is clarified that any deviation from one or more of the financial covenants detailed in Section 5.5.1 above shall not in itself constitute grounds for immediate repayment of the entire outstanding balance of the BONDS (Series 2).

5.6 Adjustment of the interest rate due to a change in the rating of the BONDS (Series 2):

In this Section 5.6:

Rating A3, Rating Baa1, Rating Baa2, Rating Baa3 and Rating Ba1 - as defined in the table in Section 1.5.19 above.

"Base Rating" - Rating A3, which is the rating of the BONDS (Series 2) at the time of their issuance.

"Additional interest rate" - an annual rate of 0.25% for each Notch below the Base Rating (i.e., starting from a decrease to Rating Baa1), up to a maximum interest supplement of at most 1% per year.

"Interest period" - regarding the first interest payment, the period starting on the first trading day after the closing date of the subscriptions and ending on December 30, 2025, and regarding the rest of the interest payments - a period starting on the payment day of the previous interest period and ending on the last day before the interest payment date immediately following its start date.

A. As long as the rating of the BONDS (Series 2) by Midroog Ltd. or any other rating company that replaces it (in case of replacing a rating company, the company will provide the trustee with a comparison between the rating scale of the replaced rating company and the rating scale of the new rating company) is updated during any interest period, such that the rating determined for the BONDS (Series 2) is at least one Notch lower (in this Section 5.6 hereinafter: "Reduced Rating") than the Base Rating (i.e., Baa1 and below), the annual interest rate borne by the outstanding balance of the principal of the BONDS (Series 2) shall increase by the additional interest rate, in accordance with the levels set as stated, for the period starting from the publication date of the new rating by the rating company until the full repayment of the outstanding balance of the principal of the BONDS (Series 2), or alternatively until the date the Reduced Rating is upgraded back as stated in sub-section (E) below, whichever is earlier.

Notwithstanding the above, the increase in the interest rate due to a rating downgrade as stated shall be limited, such that the maximum total annual interest supplement, both for the reduction of the rating of the BONDS (Series 2), both for the cessation of the rating of the BONDS (Series 2) and for non-compliance with the financial covenants detailed in Section 5.5.1 above, shall not exceed 1.5% above the annual interest rate in any case, except in a case where entitlement to default interest arises in accordance with Section 4(a) of the Registered Terms overleaf, in which case the maximum interest rate (i.e., the additional interest rate which also includes the default interest) shall not exceed 5.25% above the annual interest rate.

Regarding this section, it is clarified that as long as the BONDS (Series 2) are rated by more than one rating company, the rating examination for the purpose of adjusting the interest rate to the change in rating (if and to the extent there is such a change) shall be conducted, at any time, according to the lower rating among them.

B. No later than the end of one business day from receiving the rating company's notice regarding the downgrade of the rating of the BONDS (Series 2) to the Reduced Rating as defined in sub-section (A) above, the company shall publish an immediate report, in which the company shall state: (a) the fact of the rating downgrade, the Reduced Rating, the rating report and the commencement date of the rating of the BONDS (Series 2) at the Reduced Rating; (b) the exact interest rate that the principal amount will bear for the period from the beginning of the current interest period until the date of the rating downgrade

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(publication date of the new rating), where the interest rate will be calculated based on 365 days per year. It is clarified that the said interest shall be equal to the annual interest rate to be determined in the tender subject to previous changes that occurred in it, if any, in accordance with this section, Section 5.5 above and Section 4(a) of the Registered Terms overleaf, and it shall be referred to hereinafter in this Section 5.6 as: "Original Interest"; (c) the interest rate that the principal amount will bear from the publication date of the new rating until the actual upcoming interest payment date, namely: the Original Interest plus the additional annual interest rate (the interest rate will be calculated based on 365 days per year), subject to the aforementioned regarding the maximum interest supplement; (d) the weighted interest rate that the company will pay to the holders of the BONDS (Series 2) on the upcoming interest payment date, resulting from the provisions of sub-sections (b) and (c) above; (e) the annual interest rate reflected from the weighted interest rate; (f) the annual interest rate and the semi-annual interest rate (the semi-annual interest will be calculated as the annual interest divided by the number of interest payments per year, i.e., divided by two) for the following periods; and also - (g) whether prior to the company's reporting date the interest was increased due to a change in rating and/or cessation of rating and/or non-compliance with the financial covenants detailed in Section 5.5.1 above.

Should the commencement date of the rating of the BONDS (Series 2) at the Reduced Rating occur during the days starting four (4) days before any record date for interest payment and ending on the interest payment date closest to the said record date (hereinafter in this Section 5.6: "Deferral Period"), the company shall pay to the holders of the BONDS (Series 2), on the upcoming interest payment date, the Original Interest, prior to the change, only, while the amount resulting from the interest supplement at a rate equal to the additional annual interest rate during the Deferral Period, shall be paid on the next interest payment date. The company will announce in an immediate report the exact interest rate for payment on the next interest payment date and the interest rates for the following interest periods.

D. In case of an update of the rating of the BONDS (Series 2) by the rating company, in a manner that will affect the interest rate borne by the BONDS (Series 2) as stated in sub-section (A) above or sub-section (E) below, the company will notify the trustee in writing within one business day from the date of publication of the immediate report as stated.

E. It is clarified that in the event that after the rating downgrade in a manner that affected the interest rate borne by the BONDS (Series 2) as stated in sub-section (A) above, the rating company updates the rating for the BONDS (Series 2) upwards, then the interest rate will be reduced in steps of 0.25% per year for each Notch (as applicable and in accordance with the provisions of sub-section (A) above with the necessary changes and subject to the maximum interest supplement mentioned in sub-section (A) above, and if the rating company updates the rating for the BONDS (Series 2) upwards to a rating equal to or higher than the Base Rating (hereinafter in this Section 5.6: "High Rating"), then the interest rate paid by the company to the holders of the BONDS (Series 2) shall decrease, on the relevant interest payment date, and this only for the period in which the BONDS (Series 2) were rated at the High Rating, so that the interest rate borne by the principal amount will be at least the annual interest rate, without any supplement for the rating downgrade as stated in this Section 5.6 (but subject to previous changes that occurred, if any, in the annual interest rate in light of the provisions of Section 5.5).

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5.5 above and in Section 4(a) of the terms registered on the back). In such a case, the Company shall act in accordance with subsections (b)-(d) above, with the necessary changes resulting from the High Rating instead of the Reduced Rating. It should be emphasized that if the rating of the BONDS rises above the Base Rating to any level, the interest rate carried by the BONDS at that time shall not be affected by said rating upgrade.

For the avoidance of doubt, it is clarified that if the update to a High Rating as mentioned is made during the Deferral Period (as defined in subsection (c) above), then the additional interest rate shall be paid by the Company to the holders also for the Deferral Period on the relevant interest payment date, and only from the next interest payment date will the interest rate decrease as stated.

F. Insofar as the BONDS (Series 2) cease to be rated for a reason dependent on the Company (for example, but not limited to, due to non-fulfillment of the Company's obligations towards the rating agency, including failure to make payments and/or reports to which the Company committed to the rating agency) for a period exceeding 60 days, prior to their final repayment, the rating suspension will entitle to an interest addition of 1% per year (which is the maximum additional interest rate) above the annual interest rate to be determined in the auction (instead of the additional interest rate, to the extent applicable under subsection (a) above), subject to its adjustment according to Section 5.5 above and Section 4(a) of the terms registered on the back and subject to the following, starting from the date the rating was suspended and as long as the rating of the BONDS (Series 2) is not renewed. It is also emphasized that the increase in the interest rate due to said rating suspension will be limited, such that the maximum total annual interest addition, due to a rating downgrade, rating suspension, and non-compliance with the financial covenants detailed in Section 5.5.1 above, shall not in any case exceed 1.5% above the annual interest rate to be determined in the auction (and in a case where overdue interest is paid, as stated in Section 5.4 of the terms registered on the back, it will be added to the interest addition so that in any case the maximum interest rate, meaning the additional interest rate including the overdue interest, shall not exceed a rate of 5.25% above the annual interest rate) and that the additional interest rate due to a rating downgrade and rating suspension shall not in any case exceed 1% above the annual interest rate.

Nothing in the provisions of this subsection (f) above shall derogate from the provisions of Section 8.1.16 of the Trust Deed regarding a rating suspension for a certain period of time and under circumstances as detailed there being grounds for immediate repayment. In the event that the BONDS (Series 2) return to being rated (in this Section 5.6 hereinafter: "the Updated Rating"), then as long as the Updated Rating is at least the Base Rating (or an equivalent rating), the BONDS shall carry the annual interest rate to be determined in the auction, subject to its adjustment according to Section 5.5 above, and as long as the Updated Rating is lower than the Base Rating, the BONDS (Series 2) shall carry interest at a rate to be determined according to subsection (a) above as applicable, and the provisions of subsections (a)-(d) above shall apply accordingly. Such change shall apply on the date on which the BONDS (Series 2) return to being rated.

For the avoidance of doubt, it is clarified that if the BONDS (Series 2) cease to be rated, prior to their final repayment, for a reason not dependent on the Company, this shall not affect the interest rate and the provisions of this subsection (f) shall not apply.

G. In the event that the rating agency is replaced or the BONDS (Series 2) cease to be rated by a rating agency (including in a case where the BONDS are rated by more than one rating agency

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one), the Company will publish an immediate report within one trading day from the date of the change, in which the Company will announce the circumstances of the replacement of the rating agency or the rating suspension, as applicable.

For the avoidance of doubt, it is clarified that: (1) a change in the rating outlook of the BONDS (Series 2) and/or placing the Company's BONDS (Series 2) on a "Watch list" by the rating agency will not trigger a change in the interest rate carried by the BONDS (Series 2) as stated in this section above; (2) as long as the BONDS (Series 2) are rated by two rating agencies, subsection (f) will not apply except in a case where both rating agencies together cease to rate the BONDS (Series 2).

It should be emphasized that the Company does not undertake not to replace a rating agency or not to terminate an engagement with a rating agency during the period of the BONDS. In a case where the Company replaces the rating agency or terminates the engagement with it, even at a time when it is not the sole rating agency rating the BONDS, the Company will provide notice thereof to the Trustee and the BONDS holders and will specify in its notice the reasons for the change of the rating agency, no later than one trading day from the date of the replacement of the rating agency or the termination of the engagement with it, as applicable. It is clarified that nothing in the above shall derogate from the Company's right to replace a rating agency at any time, at its sole discretion and for any reason it sees fit.

Furthermore, notwithstanding the provisions of this Section 5.6 above: (1) a rating downgrade or upgrade for the BONDS (Series 2) performed as part of a rating update for all companies in Israel operating in the real estate sector, as a result of a change in methodology only by the rating agency according to its public publications, shall not trigger any change in the interest rate carried by the BONDS (Series 2); (2) a rating downgrade of the BONDS (Series 2) resulting from a tender offer by the Company to purchase its own BONDS at a price lower than their par value or resulting from an exchange offer by the Company for its BONDS with other BONDS, where had the tender offer or exchange offer not been performed, the rating of the Company's BONDS (Series 2) would not have been downgraded (hereinafter: "Technical Downgrade") - shall not be considered a rating downgrade for the purpose of this Section 5.6 and for the purpose of Section 8.1.16 of the Trust Deed. It is clarified that if the rating announcement includes additional considerations beyond the said event, a rating downgrade shall be considered a Technical Downgrade only in a case where the publication of the tender offer or exchange offer constituted a primary consideration in the rating downgrade, and explicit expression shall be given to the term "primary" in the rating report. The fact that it is a Technical Downgrade shall require confirmation from the rating agency.

5.7 Restriction on distribution (as defined in the Companies Law)

5.7.1

The Company shall be entitled to perform a distribution, as defined in the Companies Law (hereinafter: "Distribution"), subject to the fulfillment of all the conditions detailed below:

A. The Equity (as defined in Section 5.4.1.1 above) of the Company, according to its latest audited or reviewed consolidated financial statements, as applicable, of the Company, published before the date of the decision regarding the performance of a distribution, deducting the distribution amount, shall not fall below 1,475 million NIS;

B. Both before the distribution and following it, the Debt to CAP ratio (as defined in Section 5.4.1.2

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above) shall not exceed 70%. The examination of whether the said ratio is maintained, both before the distribution and following it, shall be conducted based on the data from the Company's latest audited or reviewed consolidated financial statements, as applicable, published before the date of the decision regarding the performance of the distribution;

C. The Company undertakes that as long as there are BONDS (Series 2) in circulation, it will not perform a "Distribution" at a rate exceeding 50% of the distributable profits as defined in Section 302 of the Companies Law at the relevant time, as accumulated starting from January 1, 2021, based on the latest financial statements (quarterly or annual) published by the Company prior to the date of distribution, provided that said distribution complies with the restrictions set in the Trust Deed and the provisions of any law. It is clarified that profits that cannot be distributed due to non-compliance with the 50% limit described above shall accumulate in the Company's surplus, and the Company shall not be entitled to distribute them until after the final repayment of the BONDS (Series 2).

D. In the latest audited or reviewed consolidated financial statements, as applicable, of the Company, published before the date of the decision regarding the performance of a distribution, there are no warning signs [as the term is defined in the Securities Regulations (Periodic and Immediate Reports), 1970], in their version at the time of signing this deed, whereas for this matter it is emphasized, for the avoidance of doubt, that if the Company has a working capital deficit or a deficit in working capital for a period of 12 months or an ongoing negative cash flow from operating activities, this shall not be considered a warning sign where the Company's Board of Directors determines that this does not indicate a liquidity problem in the Company while taking into account the performance of the distribution;

E. At the time of the distribution, and also taking into account the distribution, none of the grounds for immediate repayment detailed in Section 8.1 below occur, without taking into account the cure and waiting periods, to the extent they exist;

F. At the time of the distribution and also taking into account the distribution, the Company is not in breach of any of its material obligations to the BONDS holders in accordance with the provisions of this deed;

G. The distribution does not impair the Company's ability to repay the BONDS (Series 2).

As an additional condition for performing the distribution, the Company shall provide to the Trustee, within 3 business days from the date of the decision regarding the performance of a distribution and in any case at least two business days before the actual performance of the distribution, a certification signed by the most senior officer in the Company's finance department, stating that: (a) the provisions of Section 5.7.1 above, including its subsections, are met; (b) the Company complies with all other restrictions applicable to it in connection with the distribution of a dividend as detailed below; (c) that the Company's Board of Directors examined and determined that it will be able to meet all its obligations to the BONDS (Series 2) holders upon their maturity even given the distribution; that as of that date none of the grounds for immediate repayment detailed in Section 8.1 below occur and that there is no real concern regarding the existence of such grounds. To the said certification shall be attached a calculation regarding the distributable profits and the Company's compliance with all said restrictions in a format satisfactory to the Trustee.

In the case of a distribution performed by way of a buy-back of the Company's shares, the Company will publish an immediate report on the buy-back of shares, in which it will state its compliance with the obligations detailed in Section 5.7.1 above, and this shall be considered as delivery to the Trustee according to the provisions of this subsection.

5.7.3 Subject to the above and below and subject to the provisions of the Companies Law, the Company shall be entitled to perform any distribution at its sole discretion.

5.7.4 Subject to the provisions of the Companies Law and except as detailed in Section 5.6 above, the Company declares that as of the date of signing this deed, no restriction whatsoever applies to the Company regarding dividend distribution or buy-back of its shares, except in accordance with the Trust Deed signed on August 10, 2022, between the Company and the Trustee for the BONDS (Series 1) of the Company, as detailed in Section 3.3 of the Description of Corporate Business Report attached to the Company's Periodic report for the year 2024, which was published on March 26, 2025, reference no. 2025-01-020475.

It is clarified that the description of the restrictions applicable to the Company towards other creditors of the Company [who are not holders of the Company's BONDS (Series 2)] is a representation of the Company and does not constitute a direct obligation towards the holders of the BONDS (Series 2).

5.8 Reliance on Financial Statements

In any place in this deed where there is reliance on financial statements, the Company shall be entitled to rely only on valid financial statements. If the Company has not submitted a financial statement that it is required to submit by law (and for this purpose, an extension granted by a competent authority for the submission of the report shall be considered lawful) or according to deadlines set in this deed, it shall be considered as if no valid financial statement exists for that matter. If such reliance was required for examining the Company's compliance with a financial covenant, and 30 days have passed from the last date on which the Company is required to publish financial statements by law (or, alternatively, the date has passed on which the extension granted by a competent authority to the Company for submitting the report ended), it shall be considered as if the Company did not meet all financial covenants at that time and this until the date of publication of the relevant report.

It is clarified that for the purposes of this deed, the examination of financial covenants shall be performed according to the accounting standards as of the date of signing this deed. In the case of a change in accounting standards and/or a regulatory change regarding the manner of preparing the financial statements (including in a case where the Company adopted different accounting standards than those applicable to it on the eve of signing this deed), compared to the situation at the time of signing the Trust Deed, which materially affects the result of the calculation of any of the financial covenants included in this deed, then the Company shall prepare a pro forma balance sheet in a condensed format, including material and relevant notes only, which are not reviewed or audited, in accordance with the accounting standards under which the Company's financial statements were prepared on the eve of signing the deed (hereinafter: "The Pro Forma Report for the Financial Covenant") and will include it within the notes to the Company's financial statements on a quarterly basis. In such a case, the applicability of the provisions of this deed shall be examined based on the Pro Forma Report for the Financial Covenant. For the purpose of the above, a change that affects "materially" is a change of at least 5% on

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the result of any of the financial covenants in aggregate, from the date of the first issuance of the BONDS, regarding all changes in standards that occurred. It will be clarified for the removal of any doubt that a change in accounting standards and/or a regulatory change whose effect on any of the financial covenants in aggregate, from the date of the first issuance of the BONDS, regarding all changes in standards that occurred, is lower than 5%, will not be considered a change that materially affects the calculation result of any of the financial covenants included in this deed, even if it were a change that, if the examination of the financial covenants were not made according to the accounting standards as of the date of signing this deed, would lead to the company not meeting the said financial covenants.

5.9 Should the company cease to be a reporting entity, as defined in the Securities Law, the company shall provide the trustee with reports as required for a non-reporting entity in accordance with the Consolidated Circular or according to any other circular or document as determined by a competent authority, where each report shall be signed by the senior officer in the field of finance and the company's CEO. In the event of providing a report as stated, the company shall give notice to the stock exchange for publication in the MAYA system according to which the company has transferred a notice to the trustee in accordance with this section and that a holder of the BONDS is entitled to receive a copy of it against presentation of a confirmation of ownership. Alternatively, the company or the trustee will open a dedicated website where notices to the BONDS holders on behalf of the company and/or on behalf of the trustee will be provided. In the event that such a website is opened, the company shall announce the address of the website via an immediate report prior to the cessation of the company being a reporting entity.

5.10 Controlling Shareholder Transactions

As long as the company does not meet any of the financial covenants specified in sections 5.4.1 - 5.4.1.2 above in accordance with any financial statements (without taking into account the cure and waiting periods regarding those financial covenants), and until the testing date on which it appears that the company meets all the said financial covenants (hereinafter in this section: the "Excluded Period"), no transactions shall be carried out by the company with interested parties in the company (including the controlling shareholders of the company) which require the approval of the general assembly (or which would have required such approval in a public company, had the company not been public), without obtaining prior approval, by an ordinary resolution, of the BONDS holders, unless the company provides the trustee with a certification signed by the senior-most officer in the field of finance in the company, in a version to the satisfaction of the trustee, stating that the transaction in question leads to the company meeting the financial covenants it did not meet prior to the transaction, after its execution. For the removal of doubt, it will be clarified that there shall be no prevention and/or any restriction whatsoever to perform in the Excluded Period transactions with interested parties which do not require the approval of the general assembly of the company [including transactions listed in the Companies Regulations (Relief for Transactions with Interested Parties), 5760-2000] as well as the renewal of existing engagements without change in their terms.

5.11 The company undertakes that as long as the BONDS (Series 2) have not been repaid in full, the total restricted solo debts of the company, as this term is defined below, shall not exceed 25% of the total consolidated balance sheet of the company according to its latest consolidated financial statements (audited or reviewed), as the case may be.

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"Restricted Solo Debt": A loan taken by the company from a financial entity (in this section: "the lender") that is not a loan as part of project financing and/or as part of the acquisition of rights in real estate and/or another asset, and/or that is not a loan secured by a pledge on a specific asset, but according to the engagement agreement between the company and the lender, the lender is entitled to be repaid out of surplus funds. "Surplus" for the purpose of this section - equity and profits arising from a residential construction project of the company.

For the removal of doubt, debt raising through the issuance of BONDS to the public shall not be considered in any case as restricted solo debt for the purposes of this section.

The company shall publish in every board of directors' report, attached to every financial statement of the company, the fact of its compliance or non-compliance with this condition along with the numerical data. It will be clarified that if the company cures a breach of this undertaking within 21 days from the date it became aware of it, it shall not be considered a breach of the undertaking specified in this section.

It should be emphasized that unless expressly written otherwise, all the company's undertakings specified in this Section 5 above shall be in effect until after the full, final, and precise settlement of the debt according to the terms of the BONDS (Series 2), and the fulfillment of all the company's other obligations towards the BONDS (Series 2) holders according to the trust deed.

6. Collateral

6.1 The BONDS (Series 2) are not secured by collateral, any pledges, or in any other manner (without derogating from the company's undertaking not to register a general floating charge on all its assets and rights, existing and future, as specified in section 6.2 below).

6.2 Company Undertaking Not to Create a Floating Charge on All Its Property

The company undertakes that until after the full, final, and precise settlement of the debt according to the terms of the BONDS (Series 2), and the fulfillment of all other company obligations towards the BONDS (Series 2) holders, it will not create a general floating charge that will apply as a single block on all its assets and rights, existing and future (negative pledge), in favor of securing any debt or any obligation of the company towards a third party, without prior receipt of the consent of the BONDS (Series 2) holders obtained by a special resolution.

The company declares that as of the date of signing this deed, it has not created a floating charge on all its assets and rights, existing and future, in favor of any creditor, and has not undertaken to create such a charge. It is also clarified, for the removal of doubt, that nothing in the aforementioned shall derogate from the right of corporations controlled by the company to register a general floating charge as stated on their assets.

Except for the undertaking not to create a floating charge on its assets, no restrictions shall apply to the company regarding the imposition of various types of pledges on its assets, in whole or in part, and the company may pledge them with fixed pledges as well as floating charges on a specific asset (one or more) without any restriction, in any way and at any rank, in favor of whomever it sees fit (including for securing series of BONDS or other obligations), without the need for the consent of the trustee and/or the holders of the BONDS (Series 2). Nor shall any restrictions apply

on the granting of guarantees, all without the need to obtain the consent of the trustee and/or the meeting of the BONDS (Series 2) holders for this.

Furthermore, the company shall be entitled to sell, pledge (subject to the provisions of Section 6.2 above), lease, assign, deliver, or transfer in any other way its property, in whole or in part, in any way whatsoever, in favor of whomever it sees fit, without the need for any consent from the trustee and/or the holders of the BONDS (Series 2), but without prejudice to the provisions of the trust deed (including the provision of section 8.1.23 of this deed) and subject to the reporting obligations of the company regarding the aforementioned, as these were determined (to the extent determined) in the trust deed and/or by law. The company is not obligated to notify the trustee of the transfer or sale of any asset of its assets, and furthermore, is not obligated to notify the trustee of the creation of any pledge on its assets.

For the removal of doubt, it will be clarified that also the subsidiary companies of the company (as they shall be from time to time) shall be entitled to pledge their property, in whole or in part, in any pledge (including a floating charge) and in any manner (including for the purpose of securing loans to be provided to them) and to perform any action mentioned in the paragraph above without obtaining the consent of the trustee and/or the meeting of the BONDS (Series 2) holders for this and without being required to provide any collateral to the BONDS (Series 2) holders concurrently with the creation of such a pledge by them.

6.3

For the removal of doubt, it is clarified that the trustee is not under an obligation to examine, and in practice the trustee has not examined, the need for providing collateral to secure the payments to the BONDS (Series 2) holders. The trustee was not requested to conduct, and the trustee in practice did not conduct, economic, accounting, or legal due diligence regarding the company's business status. In its engagement in this trust deed, and in the trustee's consent to serve as trustee for the BONDS (Series 2) holders, the trustee does not express an opinion, explicitly or implicitly, regarding the company's ability to meet its obligations towards the BONDS (Series 2) holders. Nothing in the aforementioned shall derogate from the trustee's duties by law and/or the trust deed, including nothing in it to derogate from the trustee's duty (to the extent such a duty applies to the trustee by any law) to examine the impact of changes in the company from the date of signing this trust deed onwards insofar as they may adversely affect the company's ability to meet its obligations to the BONDS (Series 2) holders.

Early Redemption

7.1 Early Redemption at the Initiative of the Stock Exchange

If and to the extent that it is decided by the Stock Exchange to delist from trading the outstanding BONDS because the value of the series of BONDS has decreased below the amount set in the TASE Regulations and the directives thereunder regarding delisting from trading of the BONDS, the company shall perform early redemption of the BONDS in accordance with the following sections or as shall be determined in the stock exchange directives at that time:

(A) Within 45 days from the date of the decision on the delisting from trading as stated, the company shall announce an early redemption date on which the holder of the BONDS is entitled to redeem them.

(B) The early redemption date regarding the BONDS shall occur no earlier than 17 days from the date of publication of the notice, and no later than 45 days from the aforementioned date, but not during the period between the record date for interest payment and its actual payment date.

(C)

On the early redemption date, the company shall redeem the BONDS (Series 2) that the holders requested to redeem. The redemption consideration shall be in accordance with the provisions of Section 7.2.6 below, mutatis mutandis.

(D) The determination of an early redemption date as stated above shall not prejudice the redemption rights set in the BONDS for any of the BONDS holders who do not redeem them on the early redemption date as stated above, but the BONDS shall be delisted from trading on the stock exchange, and among other things, the tax implications arising therefrom shall apply to them.

(E) Early redemption of the BONDS as stated above shall not grant whoever held the BONDS that shall be redeemed as stated the right to payment of principal or interest for the period after the redemption date.

The company shall publish a notice regarding the early redemption date in an immediate report. In such notice, the amount of the early redemption consideration shall also be detailed.

7.2 Early Redemption at the Initiative of the Company

The company shall be entitled, at its sole discretion, to call the BONDS (Series 2) for early redemption, full or partial, starting from the end of 30 days from the date of their listing for trading on the stock exchange, and in such case the following provisions shall apply, all subject to the directives of the Securities Authority and the provisions of the TASE Regulations and the directives thereunder, as they shall be at the relevant time:

7.2.1 If the company decided to perform a partial early redemption, the frequency of early redemption shall not exceed one redemption per quarter. If an early redemption was set in a quarter in which a date for interest payment or a partial redemption date or a final redemption date is also set, the partial early redemption shall be performed on the date set for the payment of interest or the partial or final redemption, as the case may be. Notwithstanding the above, a final redemption may be performed in a quarter even if an interest payment or partial redemption was performed in it.

For this purpose, "quarter" means each of the following periods: January - March, April - June, July - September, October - December.

7.2.2 The minimum volume of each early redemption shall not be less than 1 million NIS. Notwithstanding the above, a company is entitled to perform an early redemption in a volume lower than 1 million NIS provided that the frequency of redemptions does not exceed one redemption per year.

7.2.3 Any amount to be repaid in early repayment by the company shall be repaid in relation to all holders of the BONDS (Series 2), pro-rata according to the par value of the BONDS (Series 2) held.

7.2.4 Upon the adoption of a decision by the company's board of directors regarding the performance of early redemption as stated above, the company shall publish an immediate report with a copy to the trustee not less than seventeen (17) days and not more than forty-five (45) days before the early redemption date. The early redemption date shall not occur in the period between the record date for interest payment for the BONDS

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(Series 2) and the actual interest payment date. In such immediate report, the Company will publish the principal amount to be repaid in early redemption and the interest accrued on such principal amount until the early redemption date, in accordance with the following.

In addition, the immediate report will include the following details: (1) The partial redemption rate in terms of the outstanding balance; (2) The partial redemption rate in terms of the original series; (3) The interest rate in the partial redemption on the redeemed portion; (4) The interest rate to be paid in the partial redemption, calculated relative to the outstanding balance; (5) Update of the remaining partial redemption rates, in terms of the original series; (6) The record date for eligibility to receive the early redemption of the BONDS' principal, which will be six (6) days before the date set for the early redemption.

It is emphasized that on a partial early redemption date, if any, the Company will pay the interest accrued until the early redemption date on the par value redeemed in the early redemption only (and not on the entire outstanding balance).

7.2.5 No early redemption will be made for a portion of the BONDS series (Series 2) if the final redemption amount is less than NIS 3.2 million.

7.2.6 The amount to be paid to the holders of the BONDS (Series 2) in case of early redemption, will be the higher of the following: (1) Market value of the outstanding BONDS (Series 2), which shall be determined based on the average closing price of the BONDS (Series 2) in the thirty (30) trading days preceding the date of the Board of Directors' decision regarding the execution of the early redemption ("the Market Value of the balance of the BONDS" and "the Sampling Period", respectively), multiplied by the early redemption rate of the outstanding BONDS. Notwithstanding the above, if the early redemption (partial or full) is determined in a quarter in which an interest payment date for the BONDS (Series 2) is also scheduled, and the early redemption is executed in that same quarter (together with the interest payment), then in this case, for the purpose of calculating the market value of the BONDS to be paid to holders under this section, the amount paid on that same date on account of interest payment only as stated, multiplied by the early redemption rate of the outstanding BONDS, shall be deducted from the market value of the balance of the BONDS (as defined above) standing for early redemption. It is further clarified that in the event that during the Sampling Period a record date for interest payment occurs, then the amount paid on account of the interest only shall be deducted from the closing price determined on the trading days included in the Sampling Period and which occurred before the record date for the interest payment paid as stated; (2) The liability value of the outstanding BONDS (Series 2) standing for early redemption, i.e.: principal plus interest (accrued and not yet paid) for the BONDS being redeemed in early redemption as stated, until the actual early redemption date; (3) The balance of the cash flow of the BONDS (Series 2) standing for early redemption (principal plus interest borne by the BONDS on the early redemption date) when discounted according to the Government Bond Yield (as defined below) plus interest at a rate of 1.3% per annum. The discounting of the BONDS (Series 2) standing for early redemption will be calculated from the early redemption date until the final repayment date set in relation to the BONDS (Series 2)

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standing for early redemption. In the case of additional interest payment due to the early redemption, the additional interest shall be paid on the par value redeemed in the early redemption only.

For this purpose: "Government Bond Yield" means, a weighted average of the (gross) yield to maturity, in a period of seven trading days, ending two trading days before the early redemption notice date, of two series of unlinked government bonds, bearing a fixed interest rate, and whose average life is closest to the average life of the BONDS (Series 2) at the relevant date. That is: one series with the closest duration higher than the duration of the outstanding BONDS (Series 2) at the relevant date, and one series with the closest duration lower than the duration of the outstanding BONDS (Series 2) at the relevant date, and whose weighting reflects the duration of the BONDS (Series 2) at the relevant date. It is clarified that the result of the calculation within this definition of "Government Bond Yield" may also be negative (i.e., lower than 0).

In the event that there is no government bond series in circulation with a duration lower or higher than the duration of the BONDS, then the Government Bond Yield will be calculated according to the average yield of two (2) government bond series with characteristics as specified in this definition above and whose average life is closest to the average life of the BONDS at the relevant date.

For example: if the duration of government bond A is 4 years, the duration of government bond B is 2 years and the duration of the remaining par value of the outstanding BONDS (Series 2) principal at the relevant date is 3.5 years, the yield will be calculated as follows:

$$
4x + 2(1-x) = 3.5
$$

X = yield weight of government bond A.

1-X = yield weight of government bond B.

According to the calculation above, the annual yield of government bond A will be weighted at seventy-five percent (75%) of the "Yield" and the annual yield of government bond B will be weighted at twenty-five percent (25%) of the "Yield".

7.2.7 The Company will provide the Trustee, within five business days from the date of the Company's Board of Directors' decision regarding the execution of the early redemption, a certification from the senior officer in the finance department regarding the calculation of the amount for repayment along with a calculation in an active Excel file.

8. Right to Demand Immediate Repayment

8.1 Subject to the provisions of this Section 8.1 below, the Trustee or holders of the BONDS (Series 2) shall be entitled to demand immediate repayment of the outstanding balance of the BONDS and the Trustee shall be obligated to do so in the event that a resolution to that effect was adopted at the general meeting of the holders of the BONDS in accordance with Section 8.2 below, all upon the occurrence of one or more of the following events:

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8.1.1 If the Company fails to pay any of the payments for which it is liable under the BONDS or under this Trust Deed, and the Company does not remedy this breach within 5 business days.

8.1.2 a. If the Company breaches the terms of the BONDS or the Trust Deed in a material breach, or if it fails to fulfill any of its material obligations thereunder, and the breach was not remedied within 14 days from the date of receipt of notice of the breach, during which the Company acts to remedy it or -

b. If there is a real concern that the Company will not meet its material obligations according to the terms of the BONDS or the Trust Deed.

8.1.3 If it turns out that a material representation of the Company's representations in the BONDS or in the Trust Deed is incorrect and/or incomplete, and in case of a remediable breach – the breach was not remedied within 14 days from the date of receipt of notice of the breach, during which the Company acts to remedy it.

8.1.4 If the Company performs a distribution contrary to the provisions of Section 5.6 above.

8.1.5 If the Company does not publish financial reports that it is required to publish by any law or under the provisions of this Deed within 30 days from the last date on which it is required to publish them. It is clarified that if the Company receives an extension for filing its financial reports from the Securities Authority and/or another government authority and/or a judicial instance, the Company shall not be entitled to an additional cure period beyond the extension period granted, so that if the Company does not publish its financial reports by the end of the date set in said extension, it will be considered a breach of the provisions of this Section 8.1.5.

8.1.6 If the Company does not meet any of the financial covenants in Sections 5.4.1.1 - 5.4.1.2 above for a period of two consecutive quarters, as stated in Section 5.4 above, according to its consolidated financial reports.

8.1.7 If the Company adopts a liquidation resolution (except for liquidation as a result of a merger with another company, permitted under this Deed) or if a liquidation order or an order for opening of proceedings as defined in the Insolvency Law is issued against the Company, permanent and final by the court, or a permanent liquidator or a trustee as defined in the Insolvency Law is appointed for it.

8.1.8 If a temporary liquidation order or an order for opening of proceedings is issued against the Company by the court, or a temporary liquidator or temporary trustee as defined in the Insolvency Law is appointed for it, or any judicial decision of a similar nature is adopted, and such order or decision was not dismissed or canceled within forty-five (45) days from the date the order was issued or the decision was received, as applicable.

Notwithstanding the above, the Company shall not be granted any cure period with respect to requests or orders filed or issued, as applicable, by the Company or with its consent.

8.1.9 If lienholders realize the liens they have on a material asset of the Company or if an attachment is imposed and/or any execution action is performed on a material asset of the Company and the lien or attachment is not removed, or the action is not canceled, as applicable, within 45 days

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from the date of their registration, imposition, or execution, as applicable. Notwithstanding the above, the Company will not be granted any cure period with respect to the realization of liens, requests, or orders filed or issued, as applicable, by the Company or with its consent. It is clarified that the above shall not apply in the case of the realization of a lien on a material asset of the Company for a debt of a third party, provided that the Company's share in the proceeds of the realization of said material asset shall not be used to guarantee the repayment of that third-party debt for which the lien was realized.

In this section – "Material asset of the Company" – an asset representing more than 20% of the scope of the Company's assets according to the Company's latest consolidated financial reports (audited or reviewed), published prior to the occurrence of the relevant event, or a number of assets, whose cumulative value, according to the Company's latest consolidated financial reports (audited or reviewed), published prior to the occurrence of the relevant event, exceeds 35% of the scope of the Company's assets in the Company's consolidated balance sheet according to said latest financial reports.

The Company shall submit to the Trustee, within 2 business days from the date on which it was given written notice of a request for the realization of liens or of an attachment on a material asset of the Company, as applicable, a notice regarding said event.

8.1.10 If a request for receivership or for the appointment of a receiver (temporary or permanent) was filed or if an order for the appointment of a temporary receiver was issued or an order for the appointment of a temporary trustee was issued, as this term is defined in the Insolvency Law, over a material asset of the Company (as the term is defined in Section 8.1.9 above), which were not dismissed or canceled within forty-five (45) days from the date of their filing or issuance, as applicable; or — if an order for the appointment of a permanent receiver was issued or an order for the appointment of a trustee was issued, as this term is defined in the Insolvency Law, over a material asset of the Company (as the term is defined in Section 8.1.9 above).

Notwithstanding the above, the Company will not be granted any cure period with respect to requests or orders as stated in this section, filed or issued, as applicable, by the Company or with its consent.

8.1.11

a. If the Company files a request for a stay of proceedings order or if such an order is issued or a stay of proceedings comes into effect with respect to the Company due to the issuance of an order for the opening of proceedings or if the Company files a request for a compromise or for a settlement with its creditors under Section 350 of the Companies Law or under the Insolvency Law (except for the purpose of a merger with another company and/or a change in the Company's structure, including a split, which are not prohibited under the terms of this Deed, and except for settlements between the Company and its shareholders that are not prohibited under the terms of this Deed and which do not affect the Company's ability to repay the BONDS), or if the Company otherwise offers its creditors a compromise or settlement as stated, against the background of the Company's inability to meet its obligations in a timely manner or if such an order or request was issued or filed with the Company's consent; or —

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B. If an application is filed under Section 350 of the Companies Law or an application under the Insolvency Law against the Company (and without its consent) which was not dismissed or canceled within forty-five (45) days from the date of its filing.

8.1.12 If the Company has ceased or announced its intention to cease managing its business as it shall be from time to time, or if the Company has stopped or announced its intention to stop its payments.

8.1.13 If a material deterioration has occurred in the Company's business relative to its condition at the time of the issuance of the BONDS (Series 2), and there is a real concern that the Company will not be able to repay the BONDS on time.

8.1.14 If the TASE has suspended trading in the BONDS (Series 2), except for suspension on the grounds of uncertainty, as stated in the fourth part of the TASE Regulations, and the suspension was not canceled within 60 days, or if the BONDS (Series 2) were delisted from trading on the TASE;

8.1.15 If one of the following was called for immediate repayment (not as part of early redemption initiated by the Company):

(1) A loan (or several loans, called for immediate repayment simultaneously or close to each other) from a banking and/or financial institution and/or funds and/or any other entity whose business is providing loans taken by the Company (Recourse to the Company) and/or a consolidated company of the Company in an amount exceeding, in aggregate (the Company's share only) a sum equal to 10% of the Company's total assets according to the Company's last consolidated financial reports (audited or reviewed, as applicable) published before the occurrence of the relevant immediate repayment event, due to the Company's non-compliance with the loan terms [it is clarified, for the avoidance of doubt, that in the case of a loan taken by the Company and its partners together, the terms of this section will be deemed met only where the loan was called for immediate repayment due to the Company's non-compliance with the loan repayment terms, as opposed to non-compliance by other partners, all or part of them, as applicable, with the loan terms] (hereinafter: a "Material Debt Amount"), and the Company did not cause the cure of the grounds for which the Material Debt Amount was called for immediate repayment or alternatively did not repay said Material Debt within 21 business days from the date it became aware of the call for immediate repayment of the Material Debt Amount; or (2) if another series of BONDS of the Company was called for immediate repayment.

The Company will submit to the Trustee, within 2 business days from the date it was given notice of calling a Material Debt Amount for immediate repayment as stated, a written notice regarding the call of the Material Debt Amount for repayment as stated.

8.1.16 If the BONDS cease to be rated, such that they are not rated by at least one rating company, for a period exceeding 60 consecutive days, except in the event that the cessation of the rating is a result of reasons or circumstances beyond the Company's control and provided that at that time there is at least one active rating company in Israel.

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Ltd. or any equivalent rating by another rating company, as may replace Midroog Ltd. (in case of changing a rating company, the Company will provide the Trustee with a comparison between the rating scale of the replaced rating company and the rating scale of the new rating company). Regarding this section, it will be emphasized that as long as the BONDS (Series 2) are rated by more than one rating company, the rating examination for the purpose of the aforementioned immediate repayment grounds will be done, at all times, according to the lower rating among them. Notwithstanding the above, to the extent the rating of the BONDS (Series 2) dropped below the rating specified in this section above as a result of a technical downgrade (as defined in section 5.6(i) above) - no grounds for immediate repayment under this section shall arise.

8.1.18

If control of the Company is transferred, directly or indirectly, and the consent of the BOND holders by special resolution was not obtained for said transfer of control, prior to the transfer of control. The controlling shareholders in the Company at the date of the BONDS issuance are Messrs. Asaf Tuchmeir and Barak Rosen.

Regarding this subsection – "Transfer of Control" – a transaction made by the controlling shareholders (all or part of them) as a result of which, directly or indirectly, Asaf Tuchmeir and Barak Rosen (both together) shall cease to be controlling shareholders in the Company. For the avoidance of doubt, it is clarified in this regard that (a) a transaction made by the controlling shareholders (all or part of them) as a result of which one of Asaf Tuchmeir or Barak Rosen remains a controlling shareholder in the Company shall not be considered "Transfer of Control"; (b) inheritance by law does not constitute a transaction; "Control" – as defined in the Securities Law (including holding "together with others", as defined in the Securities Law). It is clarified that as long as Messrs. Asaf Tuchmeir and/or Barak Rosen actually appoint most of the directors in the Company, without including external directors in this count, this constitutes a conclusive presumption that they are the controlling shareholders in the Company.

8.1.19

If the Company ceases to be a reporting corporation, as defined in the Securities Law.

8.1.20

If the Company performs a series expansion for the BONDS (Series 2) in violation of the provision of Section 4.2 of the Trust Deed.

8.1.21

If the Company creates a general floating charge on all its assets, not in accordance with its undertaking under the provisions of Section 6.2 above.

8.1.22

If a "going concern" note is recorded in the consolidated financial reports (whether audited or reviewed) of the Company for a period of two consecutive quarters.

8.1.23

If the main activity (i.e., at least 50.01% of its assets according to its consolidated reports) of the Company (in this matter "the Company", together with the companies consolidated in the Company's financial reports) is not in the field of real estate in Israel, or if a sale to another of most of the Company's assets was performed, and the consent of the BOND holders (Series 2) was not obtained for such sale, in a special resolution;

Regarding this section, "sale to another" – sale to any third party (including the controlling shareholders in the Company and/or corporations under their control), except for sale to wholly owned corporations of the Company.

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"Most of the Company's assets" - an asset or a combination of several assets, of the Company or of companies consolidated in its financial reports, whose value and/or aggregate value (as applicable) in the last annual or quarterly consolidated financial reports published by the Company before the occurrence of the relevant event, exceeds 50% of the scope of its assets in the balance sheet according to said financial reports, except if said asset(s) are classified in the Company's financial reports as inventory or fixed assets or investment property or rights to purchase real estate and they were sold, whether directly or indirectly, in the ordinary course of the Company's business and except for a sale which, according to the Company's notice, the Company undertakes that all its proceeds will be used by the Company to purchase an asset or other assets or investment (including investment in consolidated companies of the Company) in the Company's field of activity.

8.1.24 If a merger was performed by the Company without receiving prior approval from the BOND holders (Series 2) in a special resolution, unless the absorbing entity declared to the BOND holders (Series 2), including through the Trustee, at least 10 business days before the merger date, that no reasonable concern exists that due to the merger the Company will be unable to fulfill the obligations towards the BOND holders (Series 2). It is clarified that in such a case the Trustee will not be required to check the correctness of the content of this declaration by the absorbing entity.

This section does not detract from the rest of the grounds for immediate repayment granted to the BOND holders in accordance with this Section 8.1 above and below, and all the grounds listed in this Section 8.1 above and below shall apply in relation to the absorbing entity as if it were the Company. Regarding the content of the sections where the content is derived from the Company's financial reports, the examination will be performed in relation to the financial reports of the absorbing entity as they will be after the merger.

8.1.25 If the Company is liquidated or deleted for any reason, except for deletion or liquidation for merger purposes as stated in Section 8.1.24 above.

8.1.26 If the Company violates the undertakings detailed in Section 5.10 above and/or the undertakings detailed in Section 5.11 above.

8.1.27 Upon the occurrence of any other event that constitutes a material harm and/or may cause a material harm to the rights of the BOND holders.

8.2 Upon the occurrence of any of the events detailed in Sections 8.1.1 to 8.1.27 (inclusive) above, the following provisions shall apply, as applicable:

8.2.1 Upon the occurrence of any of the events detailed in Sections 8.1.1 to 8.1.27 (inclusive) above, the Trustee must convene a meeting of BOND holders (Series 2) whose convening date will be after 21 days from the date of its call (or a shorter period in accordance with the following), and on whose agenda will be a resolution regarding calling for immediate repayment of all the outstanding balance of the BONDS (Series 2), due to the occurrence of any of the events detailed in Sections 8.1.1 to 8.1.27 (inclusive) above, as applicable.

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The convening notice will state that if the Company causes the cancellation and/or cessation of the event for which the meeting was called, by the time the meeting is convened, then the calling of said meeting of BOND holders will be canceled as stated above.

Notwithstanding the above, the Trustee may, at its discretion, shorten the aforementioned 21-day period if it believes that any delay in convening the meeting endangers or might endanger the rights of the BOND holders (Series 2). In the event of shortening the timeline as stated, before convening the meeting, the Trustee shall, upon the Company's request, provide a notice to the Company stating the reasons for the shortening.

8.2.2 A resolution of holders to call the BONDS (Series 2) for immediate repayment will be adopted in a meeting of holders attended, in person or by proxy, by holders of at least fifty percent (50%) of the outstanding par value of the BONDS (Series 2) in circulation, by a majority of the holders of the outstanding par value of the BONDS represented in the vote (excluding abstainees), or by such a majority in an adjourned meeting of holders attended, in person or by proxy, by holders of at least twenty percent (20%) of the said balance.

8.2.3 In the event that by the date the meeting is convened, none of the events detailed in Sections 8.1.1 to 8.1.27 (inclusive) above were canceled or removed, and a resolution was adopted in said meeting of BOND holders (Series 2) as required and detailed in Section 8.2.2 above, the Trustee must, at the first possible date, call for immediate repayment all the outstanding balance of the BONDS (Series 2) in accordance with the resolution adopted, provided it gave the Company 15 days' written notice of its intention to do so. However, the Trustee or the BOND holders are not required to provide such notice to the Company if there is a reasonable concern that providing the notice will harm the possibility of calling the BONDS for immediate repayment, all subject to the provisions of the law.

8.2.4 A copy of the meeting convening notice as stated, which shall be sent by the Trustee to the Company immediately upon publication of the notice or publication of the meeting call on the MAGNA system, shall constitute a prior written warning to the Company of its intention to act for calling for immediate repayment of the BONDS as stated.

8.2.5 Where a period is specified in any of the subsections of Section 8.1 above during which the Company is entitled to perform an action or receive a decision as a result of which the grounds for immediate repayment are removed, the Trustee or the holders may call the BONDS for immediate repayment as stated in this Section 8 only if the specified period has passed and the grounds were not removed; however, the Trustee may shorten the said period if it believes it might materially harm the holders' rights.

8.2.6 For the avoidance of doubt, it is clarified that nothing in this Section 8.2 above detracts from the Trustee's authority to call for immediate repayment of the BONDS (Series 2) at its discretion and subject to the provisions of the law.

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8.2.7 Notwithstanding the provisions of this Section 8.2 above, in the event that the Company requests the Trustee in writing to appoint an urgent representation, action shall be taken in accordance with the provisions set forth in the Third Appendix to the Trust Deed.

8.2.8 For the avoidance of doubt, it is clarified that the immediate repayment shall be made according to the outstanding par value of the BONDS (Series 2'), which have not yet been repaid, including interest differences accumulated on the principal, where the interest will be calculated for the period starting after the last day for which interest was paid until the actual date of immediate repayment (interest calculation for a part of a year will be made on the basis of 365 days per year).

8.2.9 For the avoidance of doubt, it is clarified that the right of acceleration for immediate repayment and/or the actual acceleration for immediate repayment shall not detract from or prejudice any other or additional remedy available to the BONDS holders or to the Trustee according to the terms of the BONDS and the provisions of this Deed or by law (including the Trustee's right according to Section 35T1 of the Law), and the non-acceleration of the debt for immediate repayment upon the occurrence of any of the cases detailed in Section 8.1 above shall not constitute any waiver of the rights of the BONDS holders or the Trustee as stated.

8.2.10 Notwithstanding the above, if the Trustee receives a notice regarding the opening of protected negotiations in accordance with the provisions of Part J Chapter D of the Insolvency Law, the validity of a decision made regarding the matters detailed in Section 339(a) of the Insolvency Law shall be deferred until the first business day following the protection period as defined in Section 339(b) of the Insolvency Law, provided it was not cancelled earlier.

Claims and Proceedings by the Trustee

9.1 In addition to any provision in this Deed and independent rights and powers, the Trustee shall be entitled, at any time, at its discretion, and upon seven (7) days' prior written notice to the Company, as long as it does not prejudice the rights of the BONDS holders, to take all those proceedings, including legal proceedings and requests for instructions, as it deems appropriate and subject to any law, for the realization and/or protection of the rights of the BONDS holders (Series 2') and also for the enforcement of the performance by the Company of any other obligation of the Company under the Trust Deed. Despite the above, the Trustee has the right to shorten the prior notice period and even not to give it if the Trustee is of the opinion that any delay in taking such proceedings endangers the rights of the BONDS holders.

The Trustee shall be obliged to act as stated in Section 9.1 above if required to do so by an ordinary resolution passed by the BONDS holders. Notwithstanding the above, it is clarified that a decision regarding the liquidation of the Company shall be passed as a special resolution. Notwithstanding the provisions of this Section, it is clarified that the right to acceleration for immediate repayment shall arise only in accordance with the provisions of Section 8 above and the provisions of the law and not by virtue of this Section.

9.2 Subject to the provisions of the Trust Deed, the Trustee may, but is not obliged to, convene at any time a meeting of the BONDS holders (Series 2') in order to discuss and/or receive its instructions on any matter relating to

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the Trust Deed. Unless explicitly stated otherwise in this Deed or in the Law, every decision shall be passed by an ordinary resolution.

9.3 Whenever the Trustee is obliged under the terms of the Trust Deed to perform any action, including initiating proceedings or filing claims upon the demand of the BONDS (Series 2') holders as stated in this Section, the Trustee shall be entitled, at its sole discretion, to delay the performance of any such action until it receives instructions from a meeting of the BONDS (Series 2') holders by an ordinary resolution (unless explicitly stated otherwise in this Deed) and/or instructions from the court on how to act, provided that the convening of the meeting or the application to the court are made at the earliest possible date. For the avoidance of doubt, it is clarified that the Trustee shall not be entitled to delay the performance of an urgent action, which if not taken at that time, would cause material damage to the holders.

9.4 The Trustee may, before taking any legal proceedings, convene a meeting of BONDS (Series 2') holders so that it is decided by the holders which proceedings to take to realize their rights under this Deed. Furthermore, the Trustee shall be entitled to re-convene a meeting of BONDS (Series 2') holders for the purpose of receiving instructions by an ordinary resolution regarding the management of the said proceedings, provided that the convening of the meeting is made at the earliest possible date according to the provisions of the Second Appendix to the Trust Deed and the delay in the proceedings will not endanger the rights of the holders.

9.5 Where the Trustee receives notice of the existence of protected negotiations in accordance with the insolvency provisions, the Trustee shall convene a meeting of BONDS holders for the appointment of the creditors' representative as defined in Section 341 of the Insolvency Law, who shall be appointed in accordance with and subject to the provisions of the law.

9.6 For the avoidance of any doubt, it is hereby clarified that none of the provisions detailed above shall prejudice and/or detract from the Trustee's right granted to it herein to apply at its sole discretion to legal instances, even before the BONDS are accelerated for immediate repayment, for the purpose of granting any order regarding the trust matters.

Trust over the Receipts

Subject to the provisions of the law, all receipts and funds received or held by the Trustee, except for its fee, its expenses, and the repayment of any debt towards it, in any manner including but not limited to as a result of the acceleration of the BONDS for immediate repayment, and/or as a result of proceedings it takes, if any, against the Company, shall be held by it in trust and it shall have full set-off and lien rights over them and they shall be used by it for the purposes and according to the following order of priority in debt: First - to settle the expenses, payments, levies, and obligations spent by the Trustee, imposed on it, or caused during or as a result of the trust execution actions or otherwise in connection with the terms of the Trust Deed, including its fee (provided that the Trustee shall not receive its fee both from the Company and from the BONDS holders). Second - for the payment of any other amount according to an indemnification obligation (as this term is defined in Section 26.1 below); Third - for payment to the BONDS (Series 2') holders who bore payments according to Section 26.3 below, first to the holders who bore such payments beyond their relative share according to Section 26.5.1.1 of the Deed and then to the holders who bore payments according to their relative share according to Section 26.5.1.1 of the Deed.

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The balance shall be used, unless otherwise decided by a special resolution at a meeting of the BONDS (Series 2') holders, for purposes according to the following order of priority:

(a) First - to pay the holders the interest arrears due to them according to the terms of the BONDS (Series 2') pari-passu (including arrears interest as applicable according to the terms of the BONDS and subject to the provisions of the Insolvency Law) and in proportion to the amount of interest in arrears due to each of them without preference or priority for any of them;

(b) Second - to pay the BONDS (Series 2') holders the interest amounts due to them according to the BONDS held by them pari-passu, for which the payment date has not yet arrived and in proportion to the amounts due to them, without preference or priority for any of them;

(c) Third - to pay the BONDS (Series 2') holders the principal arrears due to them according to the terms of the BONDS pari-passu and in proportion to the amount of principal in arrears due to each of them without preference or priority for any of them;

(d) Fourth - to pay the holders the principal amounts due to them according to the BONDS held by them pari-passu, whether or not the time for repayment of the principal amounts has arrived and in proportion to the amounts due to them, without any preference or priority for any of them;

(e) Fifth - subject to the provisions of the law, the balance of the arrears interest accumulated on the BONDS after the date of granting an order to open proceedings.

The surplus - if there be any, the Trustee shall pay to the Company or its successors, as the case may be.

Tax will be deducted at source from the payments to the BONDS (Series 2') holders, to the extent there is an obligation to deduct it by any law.

It is clarified that to the extent the Company was to bear any of the expenses but did not do so, the Trustee shall act to the best of its ability and according to the means at its disposal, to receive the said amounts from the Company and in the event it succeeds in receiving them, they shall be held by it in trust and used by it for the purposes and according to the order of priority detailed in this Section.

Authority to Demand Payment to the Holders through the Trustee

The Trustee may instruct the Company in writing to transfer to the Trustee's account (for the BONDS holders) part or all of an interest payment that the Company must pay to the holders (hereinafter: the "Relevant Payment"), so that the said interest amount intended for repayment will be transferred to the Trustee's account (for the BONDS holders) no later than the Relevant Payment date, for the purpose of financing the proceedings and/or the expenses and/or the Trustee's fee under this Deed (and to the extent the Company did not bear the said amount itself and/or deposited the said amount with the Trustee in advance) (hereinafter: the "Financing Amount"). The Company is not entitled to refuse to act in accordance with such notice and to the extent it was not stipulated in the Trust Deed that the Company would bear these amounts, then in relation to these amounts the Company shall be seen as having fulfilled its obligation towards the holders in relation to the interest payment it was to pay to the holders as stated above, if it proves that it transferred the full required amount to the credit of the Trustee's account as stated. Nothing in the foregoing shall release the Company from its obligation to bear the payments of expenses and fee as stated where it is obliged to bear them under this Deed or by law. Furthermore, nothing in the foregoing shall detract from the Trustee's duty to act reasonably to obtain the amounts.

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due to the holders from the Company, which were used for the purpose of financing the proceedings and/or the expenses and/or the Trustee's fee under the Trust Deed.

No later than four business days before the record date for making the Relevant Payment from which the Financing Amount will be deducted, a notice shall be published detailing the Financing Amount, its purpose, and the updated interest amounts and rates to be paid to the holders as part of the Relevant Payment. Furthermore, the Company shall state in the said immediate report that the Financing Amount transferred to the Trustee shall be considered for all intents and purposes as a payment to the holders, without prejudice to the holders' right to return to the Company regarding these amounts to the extent the Company is to bear these amounts under this Deed.

Notwithstanding the above, the amount which the Trustee shall be entitled to instruct the Company to transfer to it as stated in this Section above, provided that a holders' resolution on the matter was not received previously (including a resolution in connection with taking proceedings and/or performing the actions for which the said amount is required) shall be limited to a total of 500,000 NIS (plus VAT).

12. Authority to Delay Distribution of Funds

Despite the provisions of Section 10 above, if the monetary amount received as a result of taking the aforementioned proceedings and which stands at any time for distribution in accordance with Section 10 above, is less than a total of 1 million NIS, the Trustee shall not be obliged to distribute it and it shall be entitled to invest the said amount, in whole or in part, in permitted investments according to Section 17 of the Trust Deed.

When these investments reach their profits together with additional funds that reach the Trustee for the purpose of payment to the BONDS (Series 2') holders, if they reach, a total of at least 1 million NIS, the Trustee shall pay them to the holders according to the order of priority as stated in Section 10 above. In the event that by the earlier of the date of the next interest and/or principal payment and/or a reasonable time after receiving the said monetary amount, the Trustee does not have an amount sufficient to pay at least 1 million NIS as stated, the Trustee shall be entitled to distribute the funds in its hand to the BONDS holders.

Notwithstanding the provisions of this Section 12 above, the BONDS (Series 2') holders may, by an ordinary resolution passed by them, instruct the Trustee to pay them the funds received by the Trustee and standing for distribution as stated in Section 10 above, even if their amount is less than 1 million NIS and even if none of the dates mentioned above has yet arrived, subject to the provisions of the TASE Regulations as they shall be at that time.

Notwithstanding the above, the payment of the Trustee's fee and the Trustee's expenses shall be paid from the said funds immediately upon their arrival (and regarding expenses already paid by the Trustee, their amount shall be returned to the Trustee immediately upon the arrival of the funds to the Trustee) even if the amounts that reached the Trustee are less than a total of 1 million NIS as stated.

13. Notice of Distribution

The Trustee shall notify the BONDS (Series 2') holders of the day and place where any payment of the payments mentioned in Sections 10 and 12 above will be performed, by a 14-day prior notice to be given in the manner set forth in Section 27.1 below. After the day fixed in the notice, the BONDS (Series 2') holders shall be entitled to interest according to the rate fixed in the Bond, only on the remaining principal amount (if any) after deduction of the amount paid to them as stated.

14. Avoidance of Payment for a Reason Not Dependent on the Company

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14.1 Any amount due to a holder of BONDS (Series 2) and which was not actually paid on the date set for its payment, for a reason not dependent on the Company, while the Company was ready and able to pay it, in full and on time, shall cease to bear interest from the date set for its payment and the holder of the BONDS (Series 2) shall be entitled only to those amounts they were entitled to on the date set for the repayment of that payment on account of the principal and/or interest, as the case may be.

14.2 The Company shall deposit with the Trustee, within 14 days from the date set for payment, the amount of the payment that was not paid on time, as stated in Section 14.1 above, and shall notify in writing according to the addresses in its possession, to the extent they are in its possession, the holders of BONDS (Series 2) of such a deposit, and such a deposit shall be considered as settling that payment to the holder and in the case of settling everything due regarding the BONDS, also as redemption of the BONDS (Series 2) by the Company.

14.3 Any amount held by the Trustee in trust for the holders shall be deposited by the Trustee in a bank and invested by it, in its name or by its order, at its discretion in the permitted investments according to Section 17 below. If the Trustee has done so, it shall not be liable to those entitled for those amounts except for the consideration received from the realization of the investments less the expenses related to the said investment, including for the management of the trust account and less its fee and mandatory payments, and shall pay it to those entitled against those proofs as required by it to its full satisfaction. After the Trustee receives notice from the holder of the removal of the said obstacle, the Trustee shall transfer to the holder the funds accumulated due to the deposit and resulting from the realization of their investment, less all expenses as detailed above. The payment shall be made against the presentation of those proofs, which shall be acceptable to the Trustee, regarding the holder's right to receive it.

14.4 The Trustee shall hold these funds and invest them according to the provisions of Section 17 below, until the end of one year from the final date for the redemption of BONDS (Series 2), then the Trustee shall return the amounts accumulated in its hands (including their fruits) less its expenses and less its fee and other expenses incurred in accordance with the provisions of this deed (such as fees for service providers, etc.), to the Company, and the Company shall hold these amounts in trust for the holders of BONDS (Series 2) entitled to those amounts for a period of up to the end of seven (7) years from the date of the final redemption of the BONDS (Series 2), and regarding the amounts transferred to it by the Trustee as stated above, the provisions of subsection 14.3 above shall apply to it with the necessary changes. Funds that are not demanded from the Company by a holder of BONDS (Series 2) at the end of seven (7) years from the date of final redemption of the BONDS (Series 2), shall transfer to the ownership of the Company, and it shall be entitled to use the remaining funds for any purpose whatsoever. After the return of the amounts to the Company, the Trustee shall not be liable to the holders of the BONDS (Series 2) for any payment regarding the amounts held by it as stated.

14.5 The Company shall confirm in writing to the Trustee the return of the amounts as stated in Section 14.4 above and the receipt thereof in trust for the holders of BONDS (Series 2) as stated, and shall undertake to indemnify the Trustee for damage of any kind caused to it due to the transfer of the funds as stated, provided that it was not

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determined in a final judicial decision that the Trustee acted in an unreasonable manner and/or in bad faith and/or with malice and/or with negligence that is not exempt under the law.

.15 Receipt from the Bondholders and from the Trustee

15.1 A signed receipt from a holder of BONDS (Series 2) or a confirmation from the transferring stock exchange member regarding the execution of the transfer shall release the Trustee or the Company (respectively) in a complete release regarding the actual execution of the payment of the amounts specified in the receipt or the confirmation.

15.2 A receipt from the Trustee regarding the deposit of the principal and interest amounts with it for the credit of the holders of BONDS (Series 2) as stated in Section 14.2 above shall be considered a receipt from the holder of the BONDS (Series 2) for the purpose of Section 15.1 above in relation to the release of the Company regarding the execution of the payment of the amounts specified in the receipt.

15.3 Funds distributed as stated in Sections 12-14 above shall be considered as payment on account of the redemption of the BONDS (Series 2).

.16 Presentation of Bond to the Trustee; Recording regarding partial payment

16.1 The Trustee shall be entitled to demand from the holder of the BONDS (Series 2) to present to the Trustee, at the time of payment of any interest or partial payment of principal and interest, the certificate of the BONDS (Series 2) for which the payments are paid, and to record on the certificate of the BONDS (Series 2) a note regarding the amounts paid as stated above and the date of their payment.

16.2 The Trustee shall be entitled in any special case, at its discretion, to waive the presentation of the certificate of the BONDS (Series 2) after it has been given by the holder of the BONDS (Series 2) an indemnity letter and/or sufficient security to its satisfaction for damages that may be caused due to the failure to record the note as stated, all as it finds appropriate.

16.3 Notwithstanding the above, the Trustee shall be entitled at its discretion to maintain records in another manner regarding such partial payments.

.17 Investment of Funds

All funds which the Trustee is entitled to invest according to the Trust Deed shall be invested by it in shekel bank deposits of one of the four largest commercial banks in Israel whose rating is not lower than (AA) (Israeli) of S&P – Maalot (or an equivalent rating), in its name or by its order (hereinafter: "the Permitted Investments").

If the Trustee acted in accordance with the provisions of this section, it shall not be liable to those entitled for those amounts except for the consideration that will be received from the realization of the investments less its fee and expenses, the commissions and expenses related to the said investment and the management of the trust accounts, and less the mandatory payments applicable to the trust account, and with the remaining funds as stated, the Trustee shall act according to the provisions of sections 10 and/or 12 and/or 14 above, as the case may be.

.18 Company's Obligations towards the Trustee

The Company hereby undertakes towards the Trustee, as long as the BONDS (Series 2) have not yet been repaid in full, as follows:

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18.1 To persist and manage the business of the Company and companies under its control in a regular, proper, and efficient manner.

18.2 To maintain regular account books in accordance with accepted accounting principles. To keep the books, including the documents serving as their support (including pledge deeds, mortgages, accounts, and receipts), and to allow the Trustee and/or any authorized representative of the Trustee to inspect, at any reasonable time to be coordinated in advance with the Company and no later than 10 business days from the date the Company was requested to do so, any such book and/or document that the Trustee requests to inspect. In this regard, an authorized representative of the Trustee means someone the Trustee appoints for the purpose of such inspection, by written notice from the Trustee to be delivered to the Company before the said inspection, subject to a confidentiality undertaking and subject to the provisions of Section 31.13 below.

18.3 To notify the Trustee in writing, no later than one business day after it becomes aware, of any case in which a petition for a debt arrangement or for an order to open proceedings (as defined in the Insolvency Law) was filed against the Company or a case in which an attachment was imposed or an execution action was carried out on a material asset of the Company (as this term is defined in Section 8.1.9 above), and also in any case in which a receiver, special manager, and/or temporary or permanent liquidator and/or trustee and/or any other officer was appointed for a material asset of the Company in the framework of a request for stay of proceedings under the Insolvency Law or in the framework of an order to open proceedings against the Company, and also to take at its expense as soon as possible all reasonable measures required to remove such attachment or cancel the execution or cancel the receivership, liquidation, or management as the case may be. The Company shall also update the Trustee, upon its request, on the conduct of the said proceedings.

18.4 To notify the Trustee in writing, within one business day from the day the Company becomes aware of it, of: (1) the occurrence of one or more of the cases listed in Section 8.1 above and its subsections. The notice in this case shall be made without taking into account the cure and waiting periods listed in that section; (2) a real concern of the Company for the occurrence of one or more of the cases listed in Section 8.1 above and its subsections. The notice in this case shall be made without taking into account the cure and waiting periods listed in that section.

18.5 To deliver to the Trustee, a written notice signed by the senior officer in the field of finance in the Company, within 5 business days from the date requested by the Trustee, regarding the execution of any payment to the bondholders and regarding the balance of the amounts the Company owes at that date to the bondholders after the execution of the said payment.

18.6

To deliver to the Trustee immediately upon its publication, any report it is required to submit to the Securities Authority. An immediate report in the MAGNA system of the Securities Authority and any report or information which will be published (in full) by the Company in the MAGNA system, shall be considered as if delivered to the Trustee. Notwithstanding the above, at the request of the Trustee, the Company shall deliver to the Trustee a printed copy of the said report or information.

18.7

To deliver to the Trustee copies of notices and invitations that the Company gives to the bondholders, as stated in Section 27 of this deed and in general.

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18.8 To ensure that the senior officer in the field of finance in the Company shall provide, within a reasonable time, and in any event no later than 7 business days from the date of the Trustee's request, to the Trustee and/or to persons it directs, any explanation, document, calculation or information regarding the Company, its business and/or its assets that are reasonably necessary, at the Trustee's discretion, for examinations made by the Trustee for the purpose of protecting the bondholders, subject to the confidentiality obligation described in Section 31.13 below.

18.9 To invite the Trustee to be present at general meetings (whether annual general meetings or special general meetings) of the Company's shareholders (without participation or voting rights). Publication of an invitation to a general meeting of the Company's shareholders in the MAGNA system shall be considered an invitation to the Trustee for the purposes of this section. The Company also undertakes that if it ceases to be a public company and remains only a BONDS company (as the terms are defined in the Companies Law) – it will provide the Trustee with signed minutes of shareholders' meetings no later than 3 business days from the date of signing the said minutes.

18.10 As long as BONDS from Series 2 have not been repaid in full, to provide the Trustee with the reports and reporting as specified below:

A. Audited annual consolidated and solo financial statements of the Company, and reviewed quarterly consolidated and solo financial statements of the Company, no later than the dates set for this according to the Securities Law, even in the event that the Company ceases to be a reporting corporation. Financial statements published in the MAGNA system of the Securities Authority shall be considered as if delivered to the Trustee.

B. To deliver to the Trustee, upon its first written demand, a written confirmation signed by an accountant that all payments to the bondholders were paid on time, and the balance of the par value of the outstanding BONDS.

C. Should the Company cease to be a reporting corporation, as defined in the Securities Law, the Company shall deliver to the Trustee reports as required from a corporation that is not a reporting corporation in accordance with the consolidated circular of the Commissioner of the Capital Market, Insurance and Savings for institutional bodies, as it will be from time to time.

18.11 To deliver to the Trustee or its authorized representative (of whose appointment notice will be delivered by the Trustee to the Company upon their appointment), upon their demand, any information regarding the Company (including explanations, documents and calculations regarding the Company, its business or its assets) and even to instruct its accountant and its legal advisors to do so, according to a reasonable written demand from the Trustee/its

authorized representative, and this no later than 10 business days from the date of the Trustee's/its authorized representative's demand, to the extent that in their reasonable opinion the information is required by the Trustee for the implementation and operation of the powers, strengths and authorizations of the Trustee and/or its representatives under the Trust Deed, including information that may be essential and required for the protection of the rights of the bondholders, provided that the Trustee/its authorized representative acts in good faith, and subject to the confidentiality undertaking as stated in Section 31.13 below.

18.12 To deliver to the Trustee all reports or notices as detailed in Section 35 of the Law.

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18.13 No later than 10 business days after the publication of the annual financial reports of the Company, and as long as this Deed is in effect, the Company shall provide the Trustee with a written certification from the Company, signed by the Chairman of its Board of Directors or its General Manager, stating that during the period from the date of the Deed and/or from the date of the previous certification provided to the Trustee, whichever is later, and until the date of providing the certification, there is no material breach by the Company of this Deed and the terms of the BONDS (Series 2) (including those specific restrictions and conditions in the Deed and the BOND, regarding which the Trustee shall request the Company to address within the framework of the certification), unless explicitly stated otherwise therein. Within the framework of the non-breach certification, the Company shall declare its compliance with the obligation in Section 6.2 above.

18.14 To notify the Trustee in writing of any change in its name or address no later than 2 business days from the date of the change.

18.15 No later than seven (7) business days after the publication of the annual or quarterly financial reports of the Company, as the case may be, the Company shall provide the Trustee with a detailed written certification, signed by the senior officer in the field of finance in the Company, regarding the Company's compliance with the financial covenants detailed in Sections 5.4.1.1 - 5.4.1.2 above. The certification shall be accompanied by supporting documents and calculations, including a detailed calculation (in an active Excel file) regarding the aforementioned in each of these sections, including a reference to the matter of owner loans, as far as they exist, and all stated in this section in a format to the Trustee's satisfaction.

18.16 To provide the Trustee with notices regarding the purchase of BONDS by the Company as detailed in Section 3.1 of the Deed.

18.17 The Trustee may instruct the Company to report immediately in the MAGNA system, in the name of the Trustee, any report in the format as shall be transferred in writing by the Trustee to the Company, and the Company shall be obligated to report the said report.

18.18 Reports of the Company in the MAGNA system shall be considered as notice and/or delivery to the Trustee unless explicitly stated otherwise in this Deed.

18.19 To allow the Trustee and/or whomever the Trustee appoints in writing for this purpose, to enter, with prior coordination, the offices of the Company and any place where the Company's assets are located, at any reasonable time and not later than seven (7) business days from the date of the Trustee's request, for the purpose of checking its assets, at the Trustee's discretion, for the protection of the bondholders.

18.20 To provide the Trustee no later than the end of 15 days from the date of issuance of the BONDS according to this Deed and/or from the date of a series expansion, a certified true copy of the BOND certificate.

18.21 To provide the Trustee with a copy of any document or any information that the Company transferred to the bondholders, as far as it transfers.

18.22 In the event that a creditor representative is appointed in accordance with Section 341 of the Insolvency Law or a trustee according to Part F of the Insolvency Law, the Company undertakes to allow and assist the creditor representative or the trustee, as the case may be, in fulfilling their role (as detailed in Part J Chapter D of the Insolvency Law). It is clarified that

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the appointment of a creditor representative (or, subject to the provisions of the Insolvency Law – a trustee) shall not derogate from the Company's obligations towards the Trustee for the bondholders as detailed in this Deed.

19. Additional Obligations

To the extent that the BONDS are standing for immediate repayment, as detailed in Section 8 above, the Company shall perform from time to time and at any time as required by the Trustee, all reasonable actions to allow the exercise of all powers given to the Trustee and specifically the Company shall perform the following actions, no later than 10 business days from the date of the Trustee's request:

19.1 Declare the declarations and/or sign all documents and/or perform and/or cause the performance of all necessary or required actions according to the law for the purpose of giving effect to the exercise of the powers, strengths, and authorizations of the Trustee and/or its proxies according to this Deed in connection with the immediate repayment.

19.2 Give all reasonable notices, orders, and instructions that the Trustee deems useful and requires in connection with the execution of the immediate repayment.

19.3 Repay to the bondholders and the Trustee all amounts due to them and/or that will be due to them according to the terms of the Trust Deed, whether the due date for the payment has occurred or not ('Acceleration') within ten (10) business days from the date of the notice.

19.4 It is clarified that nothing in the aforementioned in this Section 19 shall derogate from any of the Company's rights to raise claims and/or demands and/or to take appropriate legal proceedings, to the extent that in the Company's view, the calling of the BONDS for immediate repayment was performed not in accordance with the provisions of this Deed.

20. Proxies

20.1 The Company hereby appoints, irrevocably, the Trustee as its proxy, to execute and perform in its name and stead all actions it is obligated to perform according to the conditions included in this Deed, and to act in its name regarding actions that the Company is obligated to perform according to this Deed and has not performed them or to perform part of the powers given to it, and to appoint, and to appoint any other person as the Trustee finds appropriate for the performance of its roles according to this Deed, subject to the condition that the Company did not perform the actions it is obligated to perform according to the terms of this Deed within a reasonable period of time as determined by the Trustee from the date of the Trustee's request and provided that it acted reasonably and also provided the Company with prior written notice regarding its intention to use its powers according to this section, unless providing such notice would harm the rights of the bondholders.

20.2 The appointment according to Section 20.1 above does not obligate the Trustee to perform any action and the Company hereby exempts the Trustee and its agents in advance in the event that they do not perform any action whatsoever, and the Company waives in advance any claim against the Trustee and its agents for any damage caused or likely to be caused to the Company.

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directly or indirectly, for this, based on any action not performed by the Trustee and its agents as mentioned above.

21. Other Agreements

Subject to the provisions of the law and the restrictions imposed on the Trustee by law, the fulfillment of the Trustee's role, according to this Deed, or its very status as Trustee, shall not prevent it from entering into various contracts with the Company and/or from performing transactions with it in the ordinary course of its business and/or serving as a trustee for another series of BONDS of the Company.

22. Reports on Trust Matters

22.1 The Trustee shall be obligated to submit a report regarding actions it performed in accordance with the provisions of Section 35h1 of the Securities Law.

22.2 The Trustee shall prepare by June 30 of each year, for the previous calendar year, an annual report on trust matters (hereinafter: the "Annual Report").

The Annual Report shall include a report on irregular events in connection with the trust that occurred during the past year.

22.3 The Trustee shall publish (by itself or through the Company at the Trustee's request) the Annual Report in the MAGNA system.

22.4 Should the Trustee become aware of a material breach of this Deed and/or of the terms of the BONDS (Series 2) by the Company, by virtue of public publications of the Company or by virtue of the Company's notice to the Trustee according to Section 18.4 above, it shall notify the bondholders (Series 2) of the breach and the steps it took for its prevention or for enforcing the fulfillment of the Company's obligations on the Company, as the case may be. This obligation shall not apply if it is an event published by the Company according to the law. This obligation of the Trustee is subject to its actual knowledge about the said breach.

22.5 The Trustee shall update the Company on any report submitted according to this Section 22 unless the said update would harm the rights of the bondholders.

23. Trustee Insurance

As of the date of signing this Deed, the Trustee declares that it is insured with professional liability insurance in the amount of 10 million US dollars for the period (hereinafter: the "Coverage Amount"). In the event that before the full repayment of the BONDS (Series 2) the Coverage Amount is reduced from a total of 8 million US dollars for any reason, then the Trustee shall update the Company no later than 7 business days from the day the said reduction became known from the insurer, in order to publish an immediate report on the subject. The provisions of this section shall apply until the date of entry into force of regulations under the Securities Law which will regulate the insurance coverage obligation of the Trustee. After the entry into force of such regulations, an obligation shall apply to the Trustee to update the Company only in the event that the Trustee does not meet the requirements of the said regulations.

24. Special Powers

24.1 The Trustee shall be entitled to deposit all the deeds and documents certifying, representing and/or determining its right in connection with the trust subject of this Deed, including in connection with any asset located at that time in its hands, in a safe and/or in another place it chooses, with any banker and/or any banking company and/or with a lawyer. If the Trustee does so – it shall not be responsible for any loss caused in connection with such a deposit, unless the Trustee acted with gross negligence (except for negligence exempted by law), willfully or in bad faith.

24.2

The Trustee may, within the framework of performing the trust matters according to the Trust Deed, order the opinion or the advice of any lawyer, accountant, appraiser, evaluator, surveyor, mediator or other expert (hereinafter: the "Advisors"), and act according to its conclusions whether such an opinion or advice was prepared at the Trustee's request or at the Company's request and the Trustee shall not be responsible for any loss or damage caused as a result of any act or omission performed by it based on such advice or opinion, unless it was determined in a final judgment that the Trustee acted negligently (except for negligence exempted by law as shall be from time to time) and/or in bad faith and/or willfully.

The Company shall bear all reasonable expenses (considering the circumstances of the matter) of employing the Advisors who will be appointed as mentioned, provided that, as far as possible in the circumstances of that matter and as far as it would not harm the rights of the holders, the Trustee shall give the Company prior notice of its intention to receive an expert opinion or advice as mentioned. It will be clarified that the publication of the results of a meeting of holders regarding a decision on the appointment of advisors as mentioned above shall constitute sufficient notice to the Company regarding this matter. In this context, as far as possible in the circumstances and it would not harm the rights of the holders, and as far as the services mentioned in this section above are in an estimated scope exceeding an amount of 20,000 NIS, the Trustee shall present the Company with 2 price offers from two advisors, and the Company shall be entitled to conduct negotiations with them on their offer and shall be obligated within a reasonable period of time to choose one of them.

Notwithstanding the above, if the Company does not choose one advisor in a reasonable period of time as detailed above or in urgent cases, the Trustee shall be entitled, after receiving offers from the two advisors as mentioned, to engage with one of them, even without giving notice and the Company shall bear the full reasonable professional fee of employing the advisor who will be appointed as mentioned.

24.3

Any such advice and/or opinion can be given, sent or received by letter, telegram, facsimile, electronic mail and/or any other electronic means for information transfer, and the Trustee shall not be responsible for actions it performed based on advice and/or opinion or knowledge transferred in one of the ways mentioned above even though errors occurred in it and/or it was not authentic, unless it was possible to discover these errors in a reasonable check.

24.4

The Trustee shall use in the trust the strengths, authorizations and powers granted to it according to the Trust Deed, according to its absolute discretion and subject to the rest of the provisions of this Deed. If the Trustee so acts, it shall not bear responsibility for any damage and/or loss and/or expense which will be caused to the Company and/or the bondholders and/or which they will have to bear due to any act and/or omission performed by the Trustee, including as a result of errors in discretion unless it was determined in a final judgment that

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The Trustee acted with negligence (except for negligence exempted by law as it may be from time to time) or in bad faith or with malice or contrary to the provisions of this Deed, all subject to and in accordance with the provisions of the law.

25. The Trustee's Authority to Employ Agents

The Trustee shall be entitled, within the framework of managing the trust affairs, to appoint agent/s who will act in its place, whether an attorney or another person, to perform or participate in performing special actions that must be performed in connection with the trust and to pay a reasonable fee to any such agent, and without derogating from the generality of the above, taking legal proceedings, provided that the Trustee has given the Company written notice regarding the appointment of such agent/s, as long as this does not harm the rights of the holders of BONDS, while specifying the costs involved. The Trustee shall also be entitled to settle the fee of any such agent at the Company's expense, including by way of offset from amounts that came into its hands, and the Company shall return to the Trustee, within five (5) business days after its first demand, any such expense, all on condition that the Trustee gave the Company advance notice regarding the appointment of agents as aforesaid, to the extent possible under the circumstances and provided it does not harm the rights of the holders, and on condition that the fee does not exceed reasonable and accepted limits.

It is clarified that the publication of the results of a holders' meeting regarding a decision on the appointment of agents as aforesaid shall constitute sufficient notice to the Company in this matter. The Company shall be entitled to object to the appointment of a specific agent as aforesaid in the event that the agent is a competitor or is in a conflict of interest, whether directly or indirectly, with the Company's business, provided that the Company conveys its reasonable reasons for this to the Trustee within 3 days from the date of receipt of the notice of the agent's appointment.

It is clarified that the appointment of an agent as aforesaid does not derogate from the Trustee's responsibility for its actions and the actions of its agents.

26. Indemnity for the Trustee

26.1

The Company and the holders of BONDS (on the relevant Record Date as stated in section 26.6 of the Trust Deed, each for their obligation as stated in section 26.4 of the Trust Deed) hereby undertake to indemnify the Trustee and all its officers, its employees, agent or expert it appoints (hereinafter: the "Indemnity Beneficiaries"):

26.1.1

For any damage and/or loss and/or financial liability according to a judgment (for which a stay of execution was not granted) or according to a concluded settlement (and as far as the settlement concerns the Company, the Company's consent to the settlement was given) whose cause is related to actions that the Indemnity Beneficiaries perform or must perform by virtue of the provisions of this Deed, and/or by law and/or instruction of a competent authority and/or any law and/or according to the demand of the holders of BONDS (Series 2) and/or according to the Company's demand; and also -

26.1.2

For the fee of the Indemnity Beneficiaries and reasonable expenses they spent and/or are about to spend due to actions that the Indemnity Beneficiaries perform or must perform by virtue of the provisions of this Deed, and/or by law and/or instruction of a competent authority and/or any law and/or according to the demand of the holders of BONDS (Series 2) and/or according to the Company's demand and/or in connection with the use of the powers and authorizations granted by virtue of this Deed and also in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiations, discussions, expenses, claims, and demands regarding any matter and/or thing done and/or not done in any way in relation to the subject matter.

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all provided that:

a. The Indemnity Beneficiaries shall not demand indemnity in advance in a matter that does not tolerate delay (without prejudice to their right to indemnity in retrospect, if and to the extent such a right arises);

b. It was not determined in a final judicial decision that the Indemnity Beneficiaries acted in bad faith and/or that the action was not done within the framework of fulfilling their role, not in accordance with the provisions of the law and/or not according to this Trust Deed;

c. It was not determined in a final judicial decision that the Indemnity Beneficiaries were negligent with negligence that is not exempted by law as it may be from time to time;

d. It was not determined in a final judicial decision that the Indemnity Beneficiaries acted with malice.

The indemnity obligations according to this section 26.1 shall be called the "Indemnity Commitment" or the "Indemnity Entitlement".

It is agreed that even in a case where it is claimed against the Indemnity Beneficiaries that they are not entitled to indemnity for any reason, the Indemnity Beneficiaries shall be entitled immediately upon their first demand for payment of the amount due to them in respect of the 'Indemnity Commitment'. In the event that it is determined in a final judicial decision that the Indemnity Beneficiaries do not have a right to indemnity, the Indemnity Beneficiaries shall return the Indemnity Commitment amounts paid to them.

26.2 Without prejudice to the rights to compensation given to the Trustee by law and subject to what is stated in this Deed and/or the Company's obligations under this Deed, the Indemnity Beneficiaries shall be entitled to receive indemnity from the funds received by the Trustee from proceedings it took, regarding obligations they took upon themselves, regarding reasonable expenses they spent while performing the trust or in connection with such actions, which in their opinion were necessary for the performance of the above and/or in connection with the use of the powers and authorizations given by virtue of this Deed and also in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiations, discussions, claims, and demands regarding any matter and/or thing done and/or not done in any way in relation to the subject matter, and the Trustee may withhold the funds in its possession and pay from them the amounts necessary for the payment of said indemnity. All said amounts shall have priority over the rights of the holders of BONDS (Series 2) and subject to the provisions of any law provided that the Trustee acted in good faith and in accordance with the duties imposed on it by any law and by this Deed. For the purpose of this section, an action by the Trustee approved by the Company and/or the holders of BONDS shall be considered an action that was reasonably necessary.

26.3

Without derogating from the validity of the 'Indemnity Entitlement' in section 26.1 above, whenever the Trustee is obliged according to the terms of the Trust Deed and/or according to law and/or instruction of a competent authority and/or any law and/or according to the demand of the holders of BONDS (Series 2) and/or according to the Company's demand, to perform any action, including, but not limited to, opening proceedings or filing claims according to the demand of the owners of the BONDS (Series 2), as stated in this Deed, the Trustee shall be entitled to refrain from taking any such action, until it receives to its satisfaction a cash deposit to cover the 'Indemnity Commitment' (hereinafter: the "Funding Cushion") in the required amount, in first priority from the Company, and in a case where the Company does not deposit the full 'Funding Cushion' at the time it was required to do so by the Trustee, the Trustee shall turn to the holders

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of the BONDS (Series 2) who held the BONDS (Series 2) on the Record Date (as stated in section 26.6 below), requesting that they deposit the amount of the 'Funding Cushion' into its hands, each their Relative Share (as this term is defined below). In the event that the holders of BONDS (Series 2) do not actually deposit the full required 'Funding Cushion' amount, the Trustee shall not be obligated to take the relevant action or proceedings, subject to any law; nothing in the above shall exempt the Trustee from taking urgent action necessary to prevent a material adverse effect on the rights of the holders of BONDS (Series 2).

The Trustee is authorized to determine the amount of the 'Funding Cushion' and shall be entitled to repeatedly act to create an additional cushion as aforesaid, from time to time, in an amount to be determined by it.

After the amendment of regulations regarding the deposit of a deposit by the Company for the benefit of the bondholders in accordance with Section 35E1 of the Securities Law, the deposit shall serve instead of the Funding Cushion and the Trustee shall be entitled to approach the Company from time to time for the renewal of the deposit.

The Funding Cushion shall be deposited in a bank account that will be opened by the Trustee and in its name only ("Funding Cushion Account") which shall be used for the Indemnity Commitment. The Trustee, at its sole discretion, shall be entitled to use the funds deposited in the Funding Cushion for the purpose of performing actions or using the relevant proceedings.

The Funding Cushion amount shall be held in the Funding Cushion Account until the date of final and full repayment of the BONDS (Series 2) and until full payment to the Trustee and/or its agents for their fees, expenses, damages, and losses caused to them as a result of their actions under the Trust Deed.

After full repayment of these amounts to the Trustee and its agents, the balance of the Funding Cushion shall be transferred to the party that deposited it. If several parties deposited the Funding Cushion funds, the balance of the Funding Cushion shall be distributed Pari Passu among them.

26.4 Indemnity Commitment:

26.4.1 Shall apply to the Company in any case of: (1) actions performed and/or required to be performed according to the terms of the Trust Deed or for the protection of the rights of the bondholders (including due to a holder's demand for such protection); and also (2) actions performed and/or required to be performed according to the Company's demand.

26.4.2 Shall apply to the holders who held on the Record Date (as stated in section 26.6 of the Trust Deed) in any case of: (1) actions performed and/or required to be performed according to the demand of the holders of BONDS (and except for actions as aforesaid taken according to holders' demand for the protection of the rights of the bondholders); and also (2) non-payment by the Company of the amount of the Indemnity Commitment applying to it according to section 26.4.1 of the Trust Deed (subject to the

provisions of section 26.6 of the Trust Deed). It is clarified that payment according to sub-section (2) above does not derogate from the Company's obligation to bear the Indemnity Commitment in accordance with the provisions of section 26.4.1 above.

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26.5 In any case where the Company does not pay the full amounts necessary to cover the 'Indemnity Commitment' and/or does not deposit the full amount of the 'Funding Cushion', as the case may be; and/or the indemnity obligation applies to the holders by virtue of the provisions of section 26.4.2 of the Trust Deed and/or the holders were called to deposit the 'Funding Cushion' amount according to section 26.3 above, the following provisions shall apply:

26.5.1 The funds shall be collected as follows:

26.5.1.1 First - The amount shall be funded from the interest funds (and if these are not sufficient - from the principal funds) that the Company must pay to the holders of BONDS (Series 2) after the date of the required action, and the provisions of section 11 above shall apply (where in the case that the amount is also funded from the principal funds, then within the framework of the notice of the funding amount, as defined above, the Company shall publish the amount for payment for every 1 NIS par value which will be paid to the holders on the date of the relevant payment); it is clarified that in a case where these amounts were used by the Trustee because the Company, although obligated to do so by the provisions of this Deed, did not pay the full amounts necessary to cover the 'Indemnity Commitment' and/or did not deposit the full amount of the 'Funding Cushion', these amounts shall not be seen as if they were repaid by the Company on account of the BONDS for the benefit of the holders of BONDS.

26.5.1.2 Second - to the extent that in the Trustee's opinion the amounts deposited in the Funding Cushion will not cover the 'Indemnity Commitment', the holders who held on the Record Date (as stated in section 26.6 below) shall each deposit their Relative Share (as this term is defined) in the hands of the Trustee for the missing amount. The amount deposited by each holder shall bear annual interest at a rate equal to the fixed interest on the BONDS (as stated in the First Appendix to this Deed), and shall be paid in priority as stated in section 26.8 of this Deed.

"Relative Share" means: the relative share of the BONDS (Series 2) held by the holder on the relevant Record Date as stated in section 26.6 below from the total par value in circulation at that time. It is clarified that the calculation of the Relative Share shall remain constant even if after that date a change occurs in the par value of the BONDS held by the holder.

It is clarified that the holders of BONDS who bear the responsibility for covering expenses as stated in this section above may bear expenses as stated in this section above beyond their relative share and in this case, the order of priority according to what is stated in section 10 of this Deed shall apply to the return of the amounts.

26.6 The Record Date for determining a holder's liability for the 'Indemnity Commitment' and/or the payment of the 'Funding Cushion' is as follows:

26.6.1 In any case where the 'Indemnity Commitment' and/or payment of the 'Funding Cushion' are required due to a decision or urgent action necessary to prevent a material adverse effect on the rights

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HOLDERS of the BONDS (Series 2) and this without a prior decision of the meeting of HOLDERS of the BONDS (Series 2) - the record date for liability shall be the end of the trading day of the day the action was taken or the decision was made, and if that day is not a trading day, the trading day preceding it.

26.6.2 In any case where the indemnification obligation and/or the payment of the funding cushion are required according to a decision of the meeting of HOLDERS of the BONDS (Series 2) - the record date for liability shall be the record date for participation in the meeting (as this date is determined in the summoning notice) and shall also apply to a holder who was not present or participated in the meeting.

26.7 No payment by the holders instead of the Company of any amount imposed on the Company under this Section 26 shall release the Company from its obligation to bear said payment. To the extent that the amounts paid to the Trustee should have been paid by the Company, receiving the payments from the holders shall not detract from the Company's obligation to pay them, and the Trustee shall act reasonably to obtain the amounts from the Company, as detailed in this Section 26.

26.8 Regarding the priority of repayment to holders who bore the payments according to this section from receipts in the hands of the Trustee, see Section 10 above.

27. Notices

27.1 Any notice on behalf of the Company and/or the Trustee to the HOLDERS of the BONDS shall be given by reporting in the MAGNA system of the Securities Authority (the Trustee may instruct the Company and the Company shall be obligated to report immediately in the MAGNA system on behalf of the Trustee any report in its wording as transferred in writing by the Trustee to the Company). In cases requiring this by law, notice shall additionally be given by way of publishing an advertisement in two daily newspapers with wide circulation, published in Israel in the Hebrew language. Any notice published or sent as stated shall be considered as if it was delivered to the holder of the BONDS on the day of its publication as stated (in the MAGNA system or in the press, as the case may be).

27.2 Any notice or demand on behalf of the Trustee to the Company or on behalf of the Company to the Trustee may be given by a letter sent by registered mail according to the address specified in the Trust Deed, or according to another address of which one party notifies the other in writing, or by sending it via email (the receipt of which was confirmed in a return, non-automatic response by the receiving party) or by sending it via facsimile (with additional telephone verification regarding its receipt by the recipient) or by courier. Any such notice or demand shall be considered as if it was received by the Company or the Trustee (as the case may be): (1) in the case of sending by registered mail - after three business days from the day of its delivery to the recipient according to the mail records; (2) in the case of sending it via facsimile (with additional telephone verification regarding its receipt) - after one business day from the day of its dispatch; (3) in the case of sending it by courier - on the first business day following the date of its delivery to the Company or the Trustee (as the case may be); (4) and in the case of sending it via email (the receipt of which was confirmed in a return, non-automatic email by the receiving party) - after one business day from the day of its dispatch.

Waiver, Compromise, and Changes to the Trust Deed
28.1
Subject to the provisions of any law, and the provisions of the TASE Regulations and guidelines thereunder, the Company and the Trustee shall be entitled, whether before or after the principal of the BONDS (Series 2) becomes due for payment, to change the Trust Deed and/or the terms of the BONDS (Series 2), if one of the following is met:
28.1.1
If the Trustee is convinced that the change does not harm the holders of the BONDS (Series 2). The provisions of this paragraph shall not apply regarding changes in the dates and rates of payments under the BOND, in the interest rate, in the causes for immediate repayment, in the negative pledge obligations, in the change of distribution restrictions, in the change of the terms of restrictions on controlling shareholders transactions, in the change of restrictions on series expansion, in the change of the interest rate due to non-compliance with financial covenants or due to a decrease/termination of the BONDS rating, in the absence of linkage of the BONDS to an index or to any currency, as well as regarding a change in the identity of the Trustee or his fee, or for the purpose of appointing a trustee in place of a trustee whose term has ended.
28.1.2
The holders of the BONDS (Series 2) agreed to the change by a special resolution.
28.2
The Company and/or the Trustee shall provide notice to all holders of the BONDS (Series 2) via the MAGNA system only regarding any change and/or waiver as stated in this Section 28, immediately after its execution.
28.3
In any case of exercising the Trustee's right under this section above, the Trustee shall be entitled to demand from the holders of the BONDS (Series 2) to deliver to him or to the Company the BONDS certificates of that series, for the purpose of recording a note regarding any waiver, compromise, change or amendment as stated, and at the Trustee's request, the Company shall record such a note in the certificates delivered to it.
28.4
Without derogating from the above, the terms of the BONDS shall also be changeable within the framework of an arrangement or compromise, which was approved by the court, under Section 350 of the Companies Law or within the framework of a debt arrangement as defined in the Insolvency Law or within the framework of economic rehabilitation as defined in the Insolvency Law approved by a court or within the framework of liquidation proceedings according to the Eighth Chapter of the Companies Law.
28.5
In addition to what is stated in Section 28.1 of this Trust Deed above, and subject to the provisions of any law:
28.5.1
Except regarding the dates and rates of payments under the BOND, the interest rate, causes for immediate repayment, negative pledge obligation, change of restrictions on distribution, change of the terms of restrictions on controlling shareholders transactions, change of restrictions on series expansion, change of the interest rate due to non-compliance with financial covenants or due to a decrease/termination of the BONDS rating, absence of linkage of the BONDS to an index or to any currency, change in the identity of the Trustee or his fee, or appointment of a trustee in place of a trustee whose term has ended, the Trustee shall be entitled, from time to time and at any time, if convinced that it does not harm the holders of

the BONDS (Series 2), to waive any breach or non-fulfillment of any condition of the terms of this Trust Deed by the Company.

28.5.2

Subject to the provisions of the Securities Law, the Insolvency Law and the Companies Law and the regulations enacted thereunder and including Section 350 of the Companies Law, and with prior approval to be received

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28.6

In a meeting of the holders of the BONDS (Series 2) by a special resolution, the Trustee shall be entitled, whether before or after the principal of the BONDS (Series 2) becomes due for repayment, to compromise with the Company in connection with any right or claim of the holders of the BONDS (Series 2) and to agree with the Company to any arrangement of their rights including waiver of any right of their rights or claim of the holders of the BONDS (Series 2).

If the Trustee compromised with the Company after receiving prior approval from the general meeting of the holders of the BONDS (Series 2) as stated above, the Trustee shall be exempt from liability for this action, as approved by the general meeting, provided that the Trustee did not breach a fiduciary duty and did not act in bad faith or with malice in implementing the decision of the general meeting.

29. Register of Holders of the BONDS

29.1

The Company shall hold and manage at its registered office a register of holders of the BONDS (Series 2) in accordance with the Securities Law, which shall be open for inspection by any person.

29.2

The register of bondholders shall constitute prima facie evidence of the correctness of what is recorded in it.

29.3

The Company shall not be obligated to record in the register of HOLDERS of the BONDS (Series 2) any notice regarding an express, implied or constructive trust, or a pledge or encumbrance of any kind or any equitable right, claim or offset or any other right, in connection with the BONDS (Series 2). The Company shall recognize only the ownership of the person in whose name the BONDS were registered. However, the legal heirs, estate managers or executors of the will of the registered owner and any person who shall be entitled to BONDS due to the bankruptcy of any registered owner (and if it is a corporation – due to its liquidation), shall be entitled to be registered as a holder after providing evidence that in the opinion of the Company's directors will be sufficient to prove his right to be registered as a holder of BONDS.

30. Release

When it is proven to the satisfaction of the Trustee that all the BONDS (Series 2) have been repaid, redeemed, or when the Company deposits in trust with the Trustee amounts of money that will suffice for full and final redemption of the BONDS in accordance with the provisions of this Deed, and also when it is proven to the satisfaction of the Trustee that his full fee and all expenses incurred by the Trustee and/or his agents in connection with his activity according to the Trust Deed and according to its provisions have been paid to him in full, then the Trustee shall be obligated, upon the first demand of the Company, to act with the funds deposited with him for BONDS (Series 2) whose redemption was not requested according to the terms set in this Deed.

31. Appointment of the Trustee, the Trustee's duties, the Trustee's powers and the termination of the Trustee's office

31.1 The Company hereby appoints the Trustee as Trustee for the holders of the BONDS (Series 2) only by virtue of the provisions of Section 35B of the Securities Law.

31.2 The period of the Trustee's appointment shall be until the date of convening a holders' meeting in accordance with the provisions of Section 35B(A1) of the Securities Law.

31.3 From the date of entry into force of this Trust Deed, the duties of the Trustee shall be according to any law and this Deed.

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31.4 The Trustee shall act in accordance with the provisions of any law and including in accordance with the Securities Law.

31.5 The Trustee shall represent the HOLDERS of the BONDS (Series 2) in any matter arising from the Company's obligations towards them, and he shall be entitled, for this purpose, to act to exercise the rights given to the holders according to this law or according to the Trust Deed.

31.6 The Trustee is entitled to take any procedure for the protection of the holders' rights in accordance with any law and as specified in this Trust Deed.

31.7 The Trustee is entitled to appoint agents as specified in Section 25 of this Deed.

31.8 The actions of the Trustee are valid despite a defect discovered in the appointment or his qualification.

31.9 The signature of the Trustee on this Trust Deed does not constitute an expression of opinion on his part regarding the quality of the offered securities or the viability of the investment in them.

31.10 The Trustee shall not be obligated to notify any party of the signing of this Deed. The Trustee shall not intervene in any way in the management of the Company's business or affairs and this is not included among his duties. Nothing in this section shall limit the Trustee in any action he must perform in accordance with the provisions of this Deed.

31.11 Subject to the provisions of any law, the Trustee is not obligated to act in a manner that is not explicitly detailed in this Trust Deed, so that any information, including about the Company and/or in connection with the Company's ability to meet its obligations to the holders of the BONDS, shall come to his knowledge and it is not his duty.

31.12 Subject to the provisions of any law and what is stated in this Trust Deed, the Trustee undertakes, by signing this Deed, to keep confidential any information given to him by the Company, will not disclose it to another and will not make any use of it, unless its disclosure or use is required for the fulfillment of his duty under the Securities Law, according to the Trust Deed, or according to a court order or for the protection of the rights of the holders of the BONDS and provided that the Trustee has given a prior notice to the Company before the disclosure of information as stated, unless in the opinion of the Trustee, the delivery of the notice may prejudice the rights of the holders of the BONDS. The duty of confidentiality as stated shall also apply to any agent of the Trustee (including any consultant, expert, attorney and such) provided that the delivery of information to them shall be subject to their signature on a confidentiality statement. It is clarified that the transfer of information to the holders of the BONDS for the purpose of making a decision concerning their rights according to the BOND or for the purpose of providing a report on the state of the Company, does not constitute a breach of his confidentiality obligation as stated.

31.13 The Trustee may rely, within the framework of his trust, on any written document including a letter of instructions, notice, request, consent or confirmation, appearing to be signed or issued by any person or entity, which the Trustee believes in good faith was signed or issued by him.

31.14 The provisions of the Securities Law shall apply to the termination of the Trustee's office.

31.15 The Trustee shall be entitled to resign from his position at any time he wishes after giving a written notice to the Company, in which the reasons for the resignation shall be detailed. The resignation of the Trustee has no effect unless it is given court approval, and from the day set for this in the court approval as stated.

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31.16 The holders of five percent of the outstanding par value of the BONDS are entitled to convene a holders meeting for the purpose of terminating the trustee's tenure and replacing them with another trustee, and the meeting is entitled to decide on the removal of the trustee from their tenure, provided that holders of at least five percent of the outstanding par value of the BONDS (Series 2) were present at the meeting, and regarding an adjourned holders meeting - provided that holders of at least ten percent of the balance as aforesaid were present. The meeting's decision shall be adopted (whether at the original meeting or at an adjourned meeting) by a majority of 75% of the total par value present and participating in the meeting, excluding abstainers;

31.17 Subject to the provisions of any law, a trustee whose tenure has expired or ended shall continue to serve in their position until another trustee is appointed in their place. Such other trustee shall be appointed by a holders meeting convened by the trustee (whose tenure ended or expired) or convened by the holders, all according to the provisions of the Securities Law.

31.18 The trustee shall transfer to the new trustee all documents and sums accumulated with them in connection with the trust subject of the trust deed, and shall sign any document required for this purpose. Every new trustee shall have the same powers, duties, and authorities, and they shall be able to act for any matter and purpose, as if they were appointed as the trustee from the outset.

31.19 It is clarified that the termination of the trustee's tenure shall not derogate from rights, claims, or arguments that the company and/or the holders of BONDS (Series 2) may have against the trustee, as far as there are any, whose cause precedes the date of termination of their tenure as trustee, and this does not release the trustee from any liability under any law. Likewise, the termination of the trustee's tenure shall not derogate from rights, claims, or arguments that the trustee may have against the company and/or the holders of BONDS, as far as there are any, whose cause precedes the date of termination of their tenure as trustee, and this does not release the company and/or the holders of BONDS from any liability under any law.

31.20 The company shall publish an immediate report in any case of the trustee's resignation and/or the appointment of another trustee.

Holders' Meetings of the BONDS

BONDS holders' meetings (Series 2) shall be conducted as stated in the Second Appendix to this deed.

Urgent Representation for the BONDS Holders

Appointment of an urgent representation shall be in accordance with the provisions of the Third Appendix to this deed.

Trustee's Fee

34.1 For each trust year starting on the date of issuance of the BONDS series (Series 2), an annual professional fee in the amount of 22,000 NIS shall be paid to the trustee, for a full year. The annual fee shall be paid at the beginning of each trust year.

34.2

If the trustee's tenure expires, as stated in this trust deed, the trustee shall not be entitled to payment of their professional fee from the day of the expiration of their tenure. If the trustee's tenure expired during the trust year, the professional fee paid for the months in which the trustee did not serve as a trustee for the BONDS shall be returned. The stated in this section shall not apply regarding the trustee's fee for the first trust year.

34.3

The trustee shall be entitled from the company to reimbursement for reasonable expenses they incur within the framework of the trust.

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"Reasonable Expenses" - amounts which the trustee reasonably incurs as part of fulfilling their duties and/or by virtue of the powers granted to them under this deed, and including, among others: expenses and costs for summoning and convening a meeting of BONDS holders and expenses for messengers and travel and publications in newspapers related to summoning a meeting and as required by any law.

34.4

In addition to the annual fee, the trustee shall be entitled to a professional fee payment in the amount of 600 NIS, for every work hour required for special actions which they perform within their role as trustee (all subject to the provisions of the trust deed), including:

34.4.1

Actions resulting from a breach or suspicion of a breach of the deed by the company;

34.4.2

Special works (including, but not limited to, work required due to a change in the company structure or work due to the company's request) or due to the need to perform additional actions for the fulfillment of their role as a reasonable trustee, due to a change in the law and/or the provisions of the law including regulations to be enacted in accordance with amendments 50 and 51 of the Securities Law and/or regulations and/or other binding instructions applicable to their action as trustee and their responsibility according to this trust deed;

34.4.3

Actions in connection with making the BONDS due for immediate repayment and/or actions in connection with a decision of a BONDS holders' meeting to make the BONDS due for immediate repayment including everything resulting therefrom.

34.4.4

Special actions they are required to perform or that should be performed, if required, for the purpose of fulfilling their role under this deed and/or for the purpose of protecting the rights of BONDS holders, including due to the company's non-compliance with its obligations under this deed, and including the convening of BONDS holders' meetings, and including participation in BONDS holders' meetings;

34.4.5

Actions in connection with registration or cancellation of registration of securities in a registry managed according to any law (including abroad) or their replacement, as well as testing, supervision, control, enforcement, etc., of obligations taken or to be taken by the company or taken by anyone on its behalf or for it in connection with securing the company's obligations or anyone on its behalf (such as making payments according to the BONDS' terms) towards BONDS holders including regarding the nature of the terms of such securities and obligations and their fulfillment.

34.5

For every shareholders' meeting in which the trustee takes part, including their presence at a meeting that did not open due to the absence of a legal quorum, an additional fee of 600 NIS per meeting shall be paid to the trustee.

34.6

VAT, if applicable, shall be added to each of the aforementioned amounts and paid by the company.

34.7 All the aforementioned amounts shall be linked to the index known at the date of the series issuance and in any case shall not be less than the amounts specified above in this section.

34.8 The trustee's fee shall be paid for the period until the end of the trust included in this deed even if a receiver was appointed for the company (or a receiver and manager), or if the trust under this deed is managed under court supervision, or not.

34.9 All amounts mentioned in this section 34 shall be paid to the trustee within 30 business days from the date the demand was sent.

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payment for them.

34.10 All the aforementioned amounts in this section 34 shall enjoy priority over the funds due to the BONDS holders.

34.11 If a trustee was appointed in place of a trustee whose tenure ended according to sections 35B(a1) or 35D(d) of the Securities Law, the holders of the BONDS shall bear the difference by which the fee of the trustee appointed as aforesaid exceeded the fee paid to the trustee in whose place they were appointed if the difference as aforesaid is unreasonable, and the relevant law provisions at the time of such replacement shall apply.

Bearing the difference by the holders as aforesaid shall be performed by way of offsetting the proportional part of the difference from any payment the company makes to the BONDS holders in accordance with the trust deed terms and its transfer by the company directly to the trustee.

34.12 In case the company is supposed to pay the trustee payment for their professional fee expenses and/or payment for reasonable expenses they incurred and/or for special actions they must perform or have performed as part of fulfilling their role and/or by virtue of the powers granted to them according to this deed as stated in this section 34, if and to the extent these occur, and the company did not do so, the trustee shall be entitled to pay all these amounts from the receipts accumulated in their hand in accordance with what is stated in sections 10 and 11 of the trust deed, provided that they notified the company of their intention to do so in writing and in advance.

Applicable Law

The law applicable to the trust deed and its appendices including the BONDS is the Israeli law only as it shall be from time to time, including the TASE Regulations and instructions by virtue thereof.

In any matter not mentioned in this deed and also in any case of contradiction between law provisions that cannot be conditioned upon and this deed, the parties shall act according to the provisions of Israeli law.

Exclusive Jurisdiction

The only court that shall be authorized to discuss matters related to this deed (on its appendices including the BONDS) shall be the competent court in Tel-Aviv-Jaffa.

37. General

a. Without derogating from the other provisions of this deed and the BONDS (Series 2), any waiver, extension, discount, silence, avoidance of action ("waiver") on the part of the trustee regarding the non-fulfillment or partial or incorrect fulfillment of any obligation of the obligations to the trustee under this deed and the BONDS (Series 2), shall not be considered a waiver on the part of the trustee of any right but as limited consent for the special occasion in which it was given.

b. Without derogating from the other provisions of this deed and the BONDS (Series 2), any change in the obligations to the trustee, including waiver, requires obtaining the trustee's prior written consent. Any other consent, whether oral or by way of waiver and avoidance of action or in any other way that is not in writing, shall not be considered as any consent.

c. The trustee's rights under this agreement are independent and separate from each other, and come in addition to any right that exists and/or will exist for the trustee according to law and/or agreement (including this deed and the BONDS (Series 2)).

38. Trustee's Responsibility

Notwithstanding anything in any law and in the trust deed, as long as the trustee acted for the fulfillment of their role in good faith and within a reasonable time and also clarified the facts that a reasonable trustee would clarify under the circumstances, the trustee shall not be responsible for damage caused as a result of the trustee exercising their discretion according to the provisions of sections 35H(d1) or 35I1 of the Securities Law, unless the plaintiff proves that the trustee acted with gross negligence. It is clarified that as far as a contradiction arises between the provision of this section and another provision in the trust deed, the provision of this section shall prevail.

If the trustee acted in good faith and without negligence in accordance with the provisions of sections 35H(d2) or 35H(d3) of the Securities Law, the trustee shall not be responsible for performing the action as aforesaid.

The company agrees that certificates and notices signed by it that the company or anyone on its behalf provides to the trustee in connection with the BONDS and which are sent to the trustee as scanned documents in email, the trustee shall be entitled to present them as original. The stated shall apply, with the necessary changes, also in relation to scanned documents sent to the company by the trustee.

39. Addresses

The parties' addresses shall be as specified in the preamble to this deed, or any other address for which a suitable written notice is given to the counterparty.

40. Authorization for MAGNA

In accordance with the provisions of the Securities Regulations (Electronic Signature and Reporting) 5763-2003, the trustee hereby confirms to the factor authorized for this on behalf of the company, to report electronically to the Securities Authority on this trust deed.

In witness whereof the parties have set their signatures

Reznik Paz Nevo Trusts Ltd.

Acro Group Ltd.

I, the undersigned, Limor Sinai, Adv., certify that this trust deed was signed by the authorized signatories of Acro Group Ltd., through Messrs. Ziv Yakobi and Tsahi Peretz, and their signature binds the company in connection with this trust deed.

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Limor Sinai, Adv.

I, the undersigned ______, Adv., confirm that this trust deed was signed by the authorized signatories of Reznik Paz Nevo Trusts Ltd.,

by Hagar Shaul, and their signature binds Reznik Paz Nevo Trusts Ltd.

_, Adv.

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AI assistant

Kvutzat Acro Ltd. — Capital/Financing Update 2026

6620_rns_2026-05-24_84b5eaa3-7f12-4cb3-bb77-8329f2156010.pdf

Appendix A

Trust Deed of the BONDS (Series 2)

Which was signed on July 27, 2025 and Amendment No. 1 to the Trust Deed dated May 20, 2026

Trust Deed of the BONDS (Series 2)

4. Issuance of additional BONDS

5.4 Financial Covenants

5.4.1

5.4.1.1

5.4.1.2

5.6 Adjustment of the interest rate due to a change in the rating of the BONDS (Series 2):

5.7 Restriction on distribution (as defined in the Companies Law)

5.7.1

6. Collateral

6.2 Company Undertaking Not to Create a Floating Charge on All Its Property

7.2 Early Redemption at the Initiative of the Company

8. Right to Demand Immediate Repayment

12. Authority to Delay Distribution of Funds

13. Notice of Distribution

14. Avoidance of Payment for a Reason Not Dependent on the Company

.15 Receipt from the Bondholders and from the Trustee

.16 Presentation of Bond to the Trustee; Recording regarding partial payment

.17 Investment of Funds

.18 Company's Obligations towards the Trustee

19. Additional Obligations

20. Proxies

21. Other Agreements

22. Reports on Trust Matters

23. Trustee Insurance

24. Special Powers

25. The Trustee's Authority to Employ Agents

26. Indemnity for the Trustee

26.3

26.4 Indemnity Commitment:

27. Notices

29. Register of Holders of the BONDS

30. Release

31. Appointment of the Trustee, the Trustee's duties, the Trustee's powers and the termination of the Trustee's office

37. General

38. Trustee's Responsibility

39. Addresses

40. Authorization for MAGNA

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Kvutzat Acro Ltd. Capital/Financing Update 2026