Agreement This Agreement ("Agreement") is made on this day of Getebedanuary, 2015 2016 ("Effective Date"), between Sum (E.B.) 2015 - Limited Partnership, a limited partnership incorporated in Israel ("Partnership"), by its general partner, Ergo (E.B. 2014) Ltd., a private company incorporated in Israel ("General Partner") of the one part, and Southern Trust Company, Inc. ("Southern") of the other part. WHEREAS the General Partner and Southern have entered into a certain Non-Recourse Promissory Note, dated March 23, 2015, a copy of which is attached hereto as Schedule A ("Note"), according to which Southern has provided the General Partner with a loan in the amount of US$ 1,000,000 ("Principal Amount") to be used by the Partnership to purchase Series A Preferred Shares of Reporty Homeland Security Ltd., a private company incorporated in Israel ("Reporty") in accordance with that certain Series A Preferred Share Purchase Agreement, dated March 29, 2015, between Reporty, the Founders (as such term is defined therein) and the Partnership ("SPA"); WHEREAS, the Partnership was registered following that certain Partnership Agreement, dated April 6, 2015, between the General Partner and Cogito (E.B.) 2015 Ltd. ("Cogito"), a copy of which is attached hereto as Schedule B ("Partnership Agreement"); and WHEREAS, the Note, including all rights and all obligations, duties and undertakings of the General Partner under the Note was assigned from the General Partner to the Partnership pursuant to that certain Assignment, dated May 14, 2015, a copy of which is attached hereto as Schedule C ("Assignment"); WHEREAS, the Partnership and Southern wishes to convert 100% of the Principal Amount, including accrued interest (collectively, "Loan Amount") into Partnership's interest to be allocated to Southern, on such terms and conditions further set forth herein; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Partnership