[Unofficial English Translation]
| | AMENDMENT NO. 2, DATED MARCH 18, 2014 |
| | to an agreement made and entered into at Ramat Gan on March 2, 2014 |
| | and to Amendment No. 1 dated March 6, 2014 |
| | (hereinafter: “Amendment 2”) |
| | Azrieli Center, Triangular Tower, 40th floor |
| | (hereinafter: “the Purchaser”) |
| | of 7 Hashikma Street, Savyon |
| And: | 2. | YOSSI WILLI MANAGEMENT & INVESTMENTS LTD. |
| | of 76 Kaplan Street, Herzliya |
| | Y.M. DEKEL – HOLDINGS & INVESTMENTS LTD. |
| | of 76 Kaplan Street, Herzliya |
| | of 76 Kaplan Street, Herzliya |
| | (the three jointly referred to below as: “Joseph”) |
(Zwi and Joseph will henceforth be referred to jointly as: “the Sellers”)
of the other part;
(The Purchaser and the Sellers will henceforth be referred to collectively as: “the Parties”)
| WHEREAS: | On March 2, 2014 the Beneficiaries entered into an agreement in the scope of which, subject to the fulfillment of conditions that were stipulated, Emblaze would buy between 44.99% of the voting rights in Willi-Food Investments Ltd. (hereinafter: “the Company”) and 58.62% of the voting rights in the Company and approximately 58.04% of the issued and paid-up share capital of the Company and about 55.16% of the rights in the capital of the Company on the assumption of a full dilution and about 55.69% of the voting rights in the Company on the assumption of a full dilution) (hereinafter: “the Agreement” and “the Shares Sold”, respectively) all on the terms and conditions and at the times as specified in the Agreement; and |
| WHEREAS: | On March 6, 2014 the parties signed Amendment No. 1 to the Agreement; and |
| WHEREAS: | The parties wish to make an alteration to the Agreement in relation to the period for converting portion of the Trust Amount which is deposited in US dollars in such a way that the Purchaser will be entitled to convert the foreign currency in the Trust Account until March 31, 2014; and |
| WHEREAS: | The parties wish to entrench in writing their agreements all in accordance with what is set forth below in this Agreement; |
NOW THEREFORE IT IS DECLARED AND AGREED AS FOLLOWS:
| 1. | The preamble to this Amendment 2 forms an integral part hereof. |
| 2. | The definitions in this Amendment 2 will have the meanings ascribed to them in the Agreement and in Amendment 1 thereto (hereinafter collectively: “the Agreement”), unless otherwise expressly stipulated. |
| 3. | Each of the parties declares that the competent bodies therein have approved an amendment to the Agreement as set forth in this Amendment No. 2 and that all the necessary resolutions have been passed in order to empower the signatories to this Amendment 2 to sign on its behalf. |
| 4. | In Clause 4.2 of the Agreement the following changes will be made: |
| | On rows 7-9 of Clause 4.2 to the Agreement, the words: “…. and the Purchaser undertakes to convert same into new shekels within 14 business days, where the surplus and/or shortfall in new shekels shall be received by it and/or shall be topped up into the Trust Account within the aforesaid 14 business days.”, shall be replaced by the words: “… and the Purchaser undertakes to convert same by not later than March 31, 2014, where the surplus and/or shortfall in new shekels will be received by it and/or it will top same up into the Trust Account on April 1, 2014.” |
| 5. | The remaining provisions of the Agreement which have not been changed in this Amendment 2 shall continue to remain in full force. |
In witness whereof the parties have hereunto signed
/s/ Israel Yossef Schneorson /s/ Eyal Merdler | | /s/ Zwi Williger | | /s/ Joseph Williger |
| Emblaze Ltd. | | Zwi W. & Co. Ltd. | | Yossi Willi Management & Investments Ltd. |
| | | | | |
| | | | | |
| /s/ Joseph Williger | | /s/ Joseph Williger | | |
| Y.M. Dekel – Holdings & Investments Ltd. | | Joseph Williger | | |
