EDGAR Submission Header Summary...forward-looking statements.€€We remind readers that forward -looking statements are merely predictions and therefore inherently subject to uncertainties

EDGAR Submission Header Summary

Submission Type 20-F

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Submission Contact Yaron Kleiner

Submission Contact Phone Number 011-972-54-2233-054

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Filer CIK 0001021604

Filer CCC hzbhe#7c

Period of Report 12/31/12

Shell Company No

Voluntary Filer No

Well-Known Seasoned Issuer No

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Emails [email protected]

Documents 20-F zk1312963.htm

20-F

EX-4.15 exhibit_4-15.htm

Exhibit 4.15


Exhibit 8.1


Exhibit 12.1


Exhibit 12.2


Exhibit 13.1


Exhibit 13.2

EX-15 exhibit_15.htm

Exhibit 15

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Module and Segment References

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 20-F

OR

For the fiscal year ended December 31, 2012

OR

OR

Date of event requiring this shell company report _________

For the transition period from __________ to __________

Commission file number 000-1021604

ON TRACK INNOVATIONS LTD. (Exact Name of Registrant as Specified in Its Charter)

ISRAEL

(Jurisdiction of incorporation or organization)

Z.H.R Industrial Zone, Rosh-Pina 12000, Israel (Address of principal executive offices)

Tanir Horn, Chief Financial Officer

Z.H.R. Industrial Zone

P.O. Box 32, Rosh Pina, Israel 12000 Tel: (011) 972-4-6868000 Fax: (011) 972-4-6938887

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 31,759,312 Ordinary Shares, par value NIS 0.10 per share.

o REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

o SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Title of each class

Ordinary Shares, par value NIS 0.10 per share

Name of each exchange on which registered

NASDAQ Global Market

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

oYes ⌧ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

oYes ⌧ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

⌧ Yes o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

o Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer ⌧

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

oYes ⌧ No

U.S. GAAP ⌧ International Financial Reporting Standards o as issued by the International Accounting Board

Other o

2

INTRODUCTION

Unless indicated otherwise by the context, all references in this annual report to:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Except for the historical information contained in this annual report, the statements contained in this annual report are “forward-looking statements” within the meaning of Section 27A

of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, as amended, and other federal securities laws. Such forward-looking statements reflect our current view with respect to future events and financial results.

We urge you to consider that statements which use the terms “anticipate,” “believe,” “expect,” “plan,” “intend,” “estimate,” “anticipate” and similar expressions are intended to identify forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements appear in Item 3D – “Risk Factors”, Item 4 – “Information on the Company”, regarding, among other things, our belief as to increased acceptance of smart-card technology, expansions of the use of our technology, acquisitions, the impact of our relationship with technology partners and business partners as well as to our revenue and the development of future products, Item 5 – “Operating and Financial Review and Prospects”, regarding, among other things, increased generation of revenues from licensing and transaction fees, future sources of revenue, ongoing relationships with current and future end-user customers and resellers, future costs and expenses and adequacy of capital resources, and Item 10C – “Material Contracts”, as well as elsewhere in this annual report. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we undertake no obligation to update any forward-looking statements to reflect new information, future events or circumstances, or otherwise after the date hereof. We have attempted to identify significant uncertainties and other factors affecting forward-looking statements in the Risk Factors section that appears in Item 3.D., “Key Information- Risk Factors”, and elsewhere in this annual report.

• “we”, “us”, “our”, “OTI”, or the “Company” are to On Track Innovations Ltd. and its wholly or majority owned subsidiaries

• “dollars”, “USD” or “$” are to United States Dollars;

• “NIS” or “shekels” are to New Israeli Shekels;

• the “Companies Law” or the “Israeli Companies Law” are to the Israeli Companies Law, 5759-1999 (including the regulations promulgated thereunder); and

• the “SEC” is to the United States Securities and Exchange Commission.

3

TABLE OF CONTENTS

Item Number

Title Page

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6

ITEM 3. KEY INFORMATION 6

A. SELECTED FINANCIAL DATA 6

B. CAPITALIZATION AND INDEBTEDNESS 8

C. REASONS FOR THE OFFER AND USE OF PROCEEDS 8

D. RISK FACTORS 8

ITEM 4. INFORMATION ON THE COMPANY 23

A. HISTORY AND DEVELOPMENT OF THE COMPANY 23

B. BUSINESS OVERVIEW 24

C. ORGANIZATIONAL STRUCTURE 38

D. PROPERTY, PLANT AND EQUIPMENT 39

ITEM 4A. UNRESOLVED STAFF COMMENTS 40

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 40

A. OPERATING RESULTS 41

B. LIQUIDITY AND CAPITAL RESOURCES 49

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC. 52

D. TREND INFORMATION 52

E. OFF BALANCE SHEET ARRANGEMENTS 52

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS 52

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 53

A. DIRECTORS AND SENIOR MANAGEMENT 53

B. COMPENSATION 58

C. BOARD PRACTICES 60

D. EMPLOYEES 66

E. SHARE OWNERSHIP 67

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 69

A. MAJOR SHAREHOLDERS 69

B. RELATED PARTY TRANSACTIONS 71

C. INTERESTS OF EXPERTS AND COUNSEL 71

ITEM 8. FINANCIAL INFORMATION 71

A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION 71

B. SIGNIFICANT CHANGES 72

ITEM 9. THE OFFER AND LISTING 72

A. OFFER AND LISTING DETAILS 72

B. PLAN OF DISTRIBUTION 73

C. MARKETS 73

D. SELLING SHAREHOLDERS 74

E. DILUTION 74

F. EXPENSES OF THE ISSUE 74

ITEM 10. ADDITIONAL INFORMATION 74

A. SHARE CAPITAL 74

B. MEMORANDUM AND ARTICLES OF ASSOCIATION 74

C. MATERIAL CONTRACTS 80

D. EXCHANGE CONTROLS 81

E. TAXATION 81

F. DIVIDENDS AND PAYING AGENTS 96

G. STATEMENT BY EXPERTS 96

H. DOCUMENTS ON DISPLAY 96

I. SUBSIDIARY INFORMATION 96

4

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 97

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 97

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 98

ITEM 15. CONTROLS AND PROCEDURES 98

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 99

ITEM 16B. CODE OF ETHICS 99

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 99

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 100

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 100

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT 100

ITEM 16G. CORPORATE GOVERNANCE 101

ITEM 16H. MINE SAFETY DISCLOSURE 101

ITEM 17. FINANCIAL STATEMENTS 102

ITEM 18. FINANCIAL STATEMENTS 102

ITEM 19. EXHIBITS 103

5

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable. ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable. ITEM 3. KEY INFORMATION A. SELECTED FINANCIAL DATA

The following selected consolidated statements of operations data for the years ended December 31, 2010, 2011 and 2012, and the selected consolidated balance sheet data as of December 31, 2011 and 2012, have been derived from our audited consolidated financial statements set forth elsewhere in this annual report. These financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The selected consolidated statements of operations data for the years ended December 31, 2008 and 2009 and the selected consolidated balance sheet data as of December 31, 2008, 2009 and 2010 have been derived from our audited consolidated financial statements not included in this annual report, which have also been prepared in accordance with U.S. GAAP. The selected consolidated financial data set forth below should be read in conjunction with and are qualified by reference to our consolidated financial statements and the related notes, as well as “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report.

6

During the fourth quarter of 2009 we and our subsidiary, Millennium Card's Technology Ltd, or “MCT”, entered into an agreement with SMARTRAC Singapore Trading PTE, a member of the SMARTRAC N.V. group, for the sale of the assets of MCT and the sale of our assets related to inlay production and the machinery therefor. Accordingly, assets and liabilities related to the discontinued operation are presented separately in the balance sheets. The results of this operation and the cash flows from this operation, for the reporting periods, are presented in the statements of operations and in the statements of cash flow, as discontinued operations, separately from continuing operations. All data in this annual report derived from our financial statements, unless otherwise specified, excludes the results of this discontinued operation.

Year ended December 31, 2008 2009 2010 2011 2012 (In thousands, except share and per share data) REVENUES

Sales $ 32,387 $ 28,488 $ 49,590 $ 39,200 $ 34,920 Licensing and transaction fees 2,635 2,949 4,037 12,055 5,044

Total revenues 35,022 31,437 53,627 51,255 39,964 COST OF REVENUES

Cost of sales 19,789 16,782 24,748 24,225 20,041 Cost of licensing and transaction fees - - - 714 -

Total cost of revenues 19,789 16,782 24,748 24,939 20,041

Gross profit 15,233 14,655 28,879 26,316 19,923 OPERATING EXPENSES

Research and development 10,300 8,127 8,373 9,163 8,649 Selling and marketing 10,370 10,371 11,643 13,705 16,468 General and administrative 11,210 9,230 9,479 9,346 11,283 Amortization and impairment of intangible assets 2,794 978 575 507 211 Impairment of goodwill 24,217 - - - - Total operating expenses 58,891 28,706 30,070 32,721 36,611

Operating loss (43,658) (14,051) (1,191) (6,405) (16,688)

Financial expense, net (474) (1,153) (1,397) (419) (707)Loss before taxes on income (44,132) (15,204) (2,588) (6,824) (17,395)Tax benefits (taxes on income) 675 (89) (411) (269) (167)Equity in net losses of affiliated company (1,270) - - - - Net loss from continuing operations (44,727) (15,293) (2,999) (7,093) (17,562)Net loss from discontinued operations (5,211) (8,078) (3,292) - - Net loss (49,938) (23,371) (6,291) (7,093) (17,562)Net loss (income) attributable to noncontrolling interest (57) 189 102 168 168 Net loss attributable to shareholders $ (49,995) $ (23,182) $ (6,189) $ (6,925) $ (17,394)

Basic and diluted net loss attributable to shareholders per ordinary share From continuing operations $ (2.19) $ (0.67) $ (0.12) $ (0.22) $ (0.54)From discontinued operations $ (0.26) $ (0.35) $ (0.13) $ - $ - $ (2.45) $ (1.02) $ (0.25) $ (0.22) $ (0.54)

Weighted average number of Ordinary Shares used in computing net loss

per ordinary share - basic and diluted 20,413,578 22,635,479 24,615,526 31,524,315 32,168,373

7

B. CAPITALIZATION AND INDEBTEDNESS Not Applicable. C. REASONS FOR THE OFFER AND USE OF PROCEEDS Not Applicable. D. RISK FACTORS

The following risk factors, among others, could in the future affect our actual results of operations and could cause our actual results to differ materially from those expressed in forward-looking statements made by us. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Before you decide to buy, hold, or sell our Ordinary Shares, you should carefully consider the risks described below, in addition to the other information contained elsewhere in this annual report. The following risk factors are not the only risk factors facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. Our business, financial condition and results of operations could be seriously harmed if any of the events underlying any of these risks or uncertainties actually occurs. In that event, the market price for our Ordinary Shares could decline, and you may lose all or part of your investment.

Risks Related to Our Business We have a history of losses and we may continue to incur full-year losses in 2013 and in subsequent years.

We have incurred losses in each year since we commenced operations in 1990. We reported net losses attributable to shareholders of $50.0 million in 2008 (including a goodwill impairment charge of $24.2 million), $23.2 million in 2009, $6.2 million in 2010, $6.9 million in 2011and $17.4 million in 2012. We may continue to incur full year losses in 2013 and afterwards, as we invest in the expansion of our global marketing network, reduce our product prices in return for future transaction fees based on the volume of transactions in systems that contain our products, invest in fixed assets that may generate revenues more slowly than expected and enhance our research and development capabilities.

As of December 31, 2008 2009 2010 2011 2012 Balance Sheet Data: Cash and cash equivalents $ 27,196 $ 26,884 $ 15,409 $ 12,517 $ 9,304 Total current assets 48,004 47,308 41,391 49,940 40,852 Assets of discontinued operation – held for sale - 12,358 - - - Total assets 70,309 76,676 58,514 65,734 57,002 Long term loans, net of current maturities 1,762 2,642 5,189 4,026 2,224 Liabilities related to discontinued operations - 8,495 689 150 - Total liabilities 22,208 38,213 31,709 29,142 36,883 Total shareholders’ equity 47,686 29,991 26,240 36,729 20,578 Total Ordinary Shares outstanding 21,534,788 23,946,316 24,821,535 31,135,062 31,759,312

8

We are under new management and are assessing possible alternatives to maximize value for our shareholders. This process may not result in a viable alternative, or such alternative might not be implemented successfully.

During the second half of 2012, six out of eight of our directors ceased serving on our Board of Directors and our Chief Executive Officer, our President and Chief Marketing Officer and VP Projects resigned. In December 2012, eight new directors were elected to serve on our Board of Directors, in March 2013 we announced the appointment of a new Chief Executive Officer and in April 2013 we appointed a new chairman to our board of directors. Our new Board of Directors has been identifying and assessing strategies to maximize value for our shareholders. After the assessment period we plan to implement a new strategy for growing our businesses and building shareholder value. However, there is no certainty that we will be able to identify the strategy that will work best for us, or that the strategy we choose will be implemented successfully. If we fail to identify the appropriate strategy or to implement successfully the strategy we choose, this could have a material adverse effect on our business, financial condition and results of operations.

In addition, changes in our management and control may result in disputes with prior management and directors. Managing such disputes may cause the diversion of management’s attention or the expenditure of significant resources, or both. We are in a transition period and may desire to exit certain product lines or businesses, or to restructure our operations, but may not be successful in doing so.

Our new Board of Directors has been identifying and assessing strategies to maximize value for our shareholders. Such process may result in a decision to divest certain product lines and businesses or restructure our operations, including through the contribution of assets to joint ventures. However, our ability to successfully exit product lines and businesses, or to close or consolidate operations, depends on a number of factors, many of which are outside of our control. For example, if we are seeking a buyer for a particular business line, none may be available, or we may not be successful in negotiating satisfactory terms with prospective buyers.

If we are unable to exit a product line or business in a timely manner, or to restructure our operations in a manner we deem to be advantageous, this could have a material adverse effect on our business, financial condition and results of operations. Even if a divestment is successful, we may face indemnity and other liability claims by the acquirer or other parties. We depend on a small number of large customers, and the loss of one or more of them would lower our revenues.

Our customer base is concentrated among a limited number of large customers, primarily because a substantial part of our revenues is derived from large projects. We anticipate that our revenues will continue to depend on a limited number of major customers. The customers we consider to be our major customers and the percentage of our revenue represented by each major customer vary from period to period. In 2010, 2011 and for 2012, our largest customer, the Ecuadorian government, provided 53%, 16% and 12% respectively, of our total revenues for such periods. In addition, two other customers, relating to a driving license project in Tanzania and a national identification cards in Panama , respectively accounted for 14% and 0% for 2011 and 12% and 15% for 2012 of our total revenues. If we were to lose any one of our major customers, or if any of our customers were to have difficulty meeting their financial obligations to us for any reason, our financial condition would be adversely affected. If the market for smart cards in general, and for contactless microprocessor-based smart cards in particular, does not grow, sales of our products may not grow and may even decline.

The success of our products depends on commercial enterprises, governmental authorities and other potential card issuers adopting contactless microprocessor-based smart card technologies. Other card technologies, such as magnetic strips or bar codes, are widely used and could be viewed by potential customers as more cost effective alternatives to our products. Additionally, potential customers in developed countries such as the United States may already have installed systems that are based on technologies different from ours and therefore may be less willing to incur the capital expenditures required to install or upgrade to a contactless microprocessor-based smart card system. As a result, we cannot assure that there will be significant market opportunities for contactless microprocessor-based smart card products. If demand for contactless microprocessor-based smart card products such as ours does not develop or develops more slowly than we anticipate, we may have fewer opportunities for growth than expected.

9

If we fail to develop new products or adapt our existing products for use in new markets, our revenue growth may be impeded and we may incur significant losses.

To date, we have sold products incorporating our technology within a limited number of markets. We are devoting significant resources to developing new products and adapting our existing products for use in new markets, such as mobile payment solutions, parking solutions and medical cards for use in hospitals. If we fail to develop new products or adapt our existing products for new markets, we may not recoup the expenses incurred in our efforts to do so, our revenue growth may be impeded and we may incur significant losses. We have acquired several companies or groups of companies and we intend to continue to pursue strategic acquisitions in the future. The failure to successfully integrate acquired companies and businesses or to acquire new companies and businesses may harm our financial performance and growth.

During the last few years we acquired several companies or businesses around the world.

In certain cases, we paid for these acquisitions through the issuance of our Ordinary Shares and in certain cases, warrants to purchase Ordinary Shares and cash consideration. These and future acquisitions could result in:

We may not successfully integrate all technologies, manufacturing facilities or distribution channels that we have or may acquire and we cannot assure that any of our recent

acquisitions will be successful. In addition, if we do not acquire new companies and businesses in the future, our business may not grow as expected. If any of our recent or future acquisitions are not successful, our financial performance and business may be adversely affected. Our revenue growth may be impaired if we are unable to maintain our current, and establish new, strategic relationships.

The markets for our products are usually highly specialized and require us to enter into strategic relationships in order to facilitate or accelerate our penetration into new markets. We consider a relationship to be strategic when we integrate our technology into some of the product offerings of a manufacturer or systems integrator that has a significant position in a specified market and cooperate in marketing the resulting product. The termination of any of our strategic relationships or our failure to develop additional relationships in the future may limit our ability to expand the markets in which our products are deployed or to sell particular products.

• difficulties in integrating our operations, technologies, products and services with those of the acquired companies and businesses;

• difficulty in integrating operations that are spread across significant geographic distances;

• diversion of our capital and our management's attention away from other ongoing business issues;

• potential loss of key employees and customers of companies and businesses we acquire;

• increased liabilities as a result of liabilities of the companies and businesses we acquire; and

• dilution of shareholdings in the event we acquire companies and businesses in exchange for our Ordinary Shares.

10

The terms of certain of our agreements may restrict our ability to take actions that we believe to be desirable.

Pursuant to certain agreements we have entered into with our suppliers, sales agents and joint venture partners, we have agreed to restrict ourselves in some areas of business for different time periods, ranging from several months to several years. In addition, in certain markets, we sell our products through sales agents which, in certain cases, have exclusive sales rights in that market if specified sales quotas are met. The foregoing could have a material adverse effect on our business, operating results and financial condition if these partners do not perform in a satisfactory manner. We face intense competition. If we are unable to compete successfully, our business prospects will be impaired.

We face intense competition from developers of contact and contactless microprocessor-based technologies and products, developers of contactless products that use other types of technologies that are not microprocessor-based, and non-smart card technologies. In some of our markets we are facing competition from new emerging technologies such as Smartphone related solutions. We compete on the basis of a range of competitive factors including price, compatibility with the products of other manufacturers, and the ability to support new industry standards and introduce new reliable technologies. Many of our competitors have greater market recognition, larger customer bases, and substantially greater financial, technical, marketing, distribution, and other resources than we possess. As a result, they may be able to introduce new products, respond to customer requirements and adapt to evolving industry standards more quickly than we can.

From time to time, we or one or more of our present or future competitors may announce new or enhanced products or technologies that have the potential to replace or shorten the life cycles of our existing products. The announcement of new or enhanced products may cause customers to delay or alter their purchasing decisions in anticipation of such products, and new products developed by our competitors may render our products obsolete or achieve greater market acceptance than our products.

If we cannot compete successfully with our existing and future competitors, we could experience lower sales, price reductions, loss of revenues, reduced gross margins and reduced market share. If there is a sustained increase in demand for microprocessors, availability might be limited and prices might increase.

Our products require microprocessors. The microprocessor industry periodically experiences increased demand and limited availability due to production capacity constraints. Increased demand or limited availability of microprocessors could substantially increase the cost of producing our products. Some of our customers have fixed prices in their contracts, and therefore we may not be able to pass on any increases in costs to such customers, and consequently our profit margin may be reduced.

In addition, as a result of a shortage, we may be compelled to delay shipments of our products, or devote additional resources to maintaining higher levels of microprocessor inventory. Consequently, we may experience substantial period-to-period fluctuations in our cost of revenues and, therefore, in our future results of operations. Our products have long development cycles and we may expend significant resources in relation to a specific project without realizing any revenues.

The development cycle for our products varies from project to project. Typically, the projects in which we are involved are complex and require that we customize our products to our customers’ needs and specifications in return for payment of a fixed amount. We then conduct evaluation, testing, implementation and acceptance procedures of the customized products with the customer. Only after successful completion of these procedures will customers place orders for our products in commercial quantities. In addition, our sales contracts do not typically include minimum purchase requirements. We therefore cannot assure that future contracts will result in commercial sales. Our average development cycle is typically between 6 and 18 months from initial contact with a potential customer until we deliver commercial quantities to the customer and recognize significant revenues. As a result, we may expend financial, management and other resources to develop customer relationships before we recognize revenues, if any.

11

Fluctuations in our quarterly financial performance may create volatility in the market price of our shares and may make it difficult to predict our future performance.

Our quarterly revenues and operating results have varied substantially in the past and may continue do so in the future. These fluctuations may be driven by various factors which are beyond our control, are difficult to predict and may not meet the expectations of analysts and investors. These factors include, among others, the following:

As a result of these factors, our revenues and operating results in any quarter may not be indicative of our future performance, and it may be difficult to evaluate our prospects.

Delays or discontinuance of the supply of components may hamper our ability to produce our products on a timely basis and cause short-term adverse effects.

The components we use in our products, including microprocessors and cards, are supplied by third party suppliers and manufacturers. We sometimes experience short-term adverse effects due to delayed shipments that have in the past interrupted and delayed, and could in the future interrupt and delay, the supply of our products to our customers, and may result in cancellation of orders for our products. However, other than our Supply Agreement with SMARTRAC N.V., as described below, we do not generally have long-term supply contracts under which our suppliers are committed to supply us with components at fixed or defined prices. Suppliers could increase component prices significantly without warning or could discontinue the manufacturing or supply of components used in our products. In addition, third party suppliers may face other challenges in fulfilling their contractual obligations with us which are beyond our control. For instance, our 2011and 2012 financial results were adversely impacted by the flooding in Thailand which had direct impact on a plant of one of our principal contractors for inlays, and this caused disruptions to our supply chain and specifically affected our ability to deliver products to our customers. We may not be able to develop alternative sources for product components if and as required in the future. Even if we are able to identify alternative sources of supply, we may need to modify our products to render them compatible with other components. This may cause delays in product shipments, increase manufacturing costs and increase product prices.

Some of our suppliers are located in Europe and Asia, and therefore we may experience logistical problems in our supply chain, including long lead times for receipt of products or components and shipping delays. In addition, our subcontractors may, on occasion, feel the impact of potential economic or political instability in their regions, which could affect their ability to supply us with components for our products in a timely manner.

• The size and timing of orders placed by our governmental customers is difficult to predict. Governmental projects typically involve a protracted competitive procurement process and in some circumstances litigation following the award of a contract. For example, we started to prepare and negotiate our offer for the Republic of Panama e-ID project in 2010 (the “Panama Border Control Project”, described more fully in Item 10.C “Material Contracts”, below), while the agreement was actually signed during 2011 and we started recognizing revenues only in 2012.

• Our payroll expenses are relatively fixed and we would not expect to reduce our workforce due to a reduction in revenues in any particular quarter.

• The tendency of some of our clients, due to budgetary reasons, to place orders for products toward the last quarter of their financial year.

12

If we fail to hire, train and retain qualified research and development personnel, our ability to enhance our existing products, develop new products and compete successfully may be materially and adversely affected.

Our success depends, in part, on our ability to hire and train qualified research and development personnel. Individuals who have expertise in research and development in our industry are scarce. Competition for such personnel in the electronics industry is intense, particularly in Israel. Consequently, hiring, training and retaining such personnel is time consuming and expensive. In addition, it may be difficult to attract qualified personnel to Rosh Pina, which is located in the northern part of Israel. If we fail to hire, train and retain employees with skills in research and development, we may not be able to enhance our existing products or develop new products. If we are unable to protect or assert our intellectual property rights, our business and results of operations may be harmed.

Our success and ability to compete depend in large part on using our intellectual property and proprietary rights to protect our technology and products. We rely on a combination of patent, trademark, design, copyright and trade secret laws, confidentiality agreements and other contractual relationships with our employees, customers, affiliates, distributors, suppliers and others. While substantially all of our employees are subject to non-compete agreements, these agreements may be difficult to enforce as a result of Israeli law limiting the scope of employee non-competition undertakings. We further note that the Israeli Supreme Court noted (in an obiter dictum) in 2012, without making any decisive ruling, that an employee who contributes to an invention during his employment could be allowed to seek compensation for it from their employer, even if the employee’s contract of employment specifically states otherwise and the employee has transferred all intellectual property rights to the employer. The Supreme Court considered the possibility that a contract that revokes the employee’s right for royalties and compensation may not necessarily foreclose the right of the employee to claim a right for royalties. As a result, even if the Company believes that none of its employees has any rights in any of the Company’s patents, or to receive royalties, it is unclear if, and to what extent, our employees may be able to claim compensation with respect to our future revenue. As a result, we may receive less revenue from future products if such claims are successful, which in turn could impact our future profitability.

Our patent portfolio includes over 100 issued utility and design patents and pending patent applications worldwide encompassing, among others, product applications, software platforms, system and product architecture and product concepts in the fields of Near Field Communications, or NFC, contactless payments, secure ID, petroleum and parking solutions. Our issued patents are registered in the United States, Europe, Australia, Israel and other countries and our patent applications are pending in the United States, Europe, Asia, Israel, South Africa and additional territories. We cannot be certain that patents will be issued with respect to any of our pending or future patent applications or that the scope of our existing patents, or any future patents that are issued to us, will provide us with adequate protection for our technology and products. Others may challenge our patents or patent applications as well as our registered trademarks. We do not know whether any of them will be upheld as valid or will be enforceable against alleged infringers. Thus we do not know whether they will enable us to prevent or hinder the development of competing products or technologies. Moreover, patents provide legal protection only in the countries where they are registered and the extent of the protection granted by patents varies from country to country.

The measures we have taken to protect our technology and products may not be sufficient to prevent their misappropriation by third parties or their independent development by others of similar technologies or products. If our patents do not adequately protect our technology, competitors may be able to offer products similar to our products more easily. Our competitors may also develop competing technology by designing around our patents and thereafter manufacturing and selling products that compete directly with ours, which would harm our business, financial position and results of operations.

In order to protect our technology and products and enforce our patents and other proprietary rights, we may need to initiate, prosecute or defend litigation and other proceedings before courts and patent and trademark offices in multiple countries. For instance, in March 2012 we filed a patent infringement lawsuit alleging that T-Mobile USA, Inc. sells NFC enabled phones that infringe a patent we own. These legal and administrative proceedings could be expensive and could occupy significant management time and resources. In addition, since one of T-Mobile’s defenses is invalidity of the patent, there is a risk that the asserted patent will be declared invalid.

13

Security breaches and system failures could expose us to liability, harm our business or result in the loss of customers.

We retain sensitive data, including intellectual property, books of record and personally identifiable information, on our networks. It is critical to our business strategy that our infrastructure and other infrastructure we use to host our solutions remain secure, do not suffer system failures and are perceived by customers and partners to be secure and reliable. Despite our security measures, our infrastructure and third party infrastructure we use to host our solutions may be vulnerable to attacks by hackers or other disruptive problems. Our policy is to cap our liability to damages at the cost of the project. Yet, we cannot ensure that the actual liabilities imposed on us in case of data security issues or data loss issues would indeed be subject to such cap. Any security breach or system failure may compromise information stored on our networks. Such an occurrence could negatively affect our reputation as a trusted provider of solutions and hosting such solutions by adversely affecting the market’s perception of the security or reliability of our products or services. If we fail to adhere to regulations and security standards imposed by credit card networks, or if our products are not certified or otherwise fail to comply with such regulations and security standards (such as payment card industry standards, etc.) or if our customers fail to take proper protective measures and hold OTI liable for the consequences, our results of operations could be adversely affected.

Our products are designed to collect, store, and route certain personally identifiable information from the clients and clients of our customers, as well as processing such clients’ payments using payment information. In addition, we may store such information on our servers.

We are required by some of our customers to meet industry standards imposed by payment systems standards setting organizations such as EMVCo LLC, credit card associations such as Visa, MasterCard, and other credit card associations and standard setting organizations such as PCI SSC, Intermec, the U.K. Cards Association and other local organizations. Furthermore, many of our offerings are subject to the Payment Card Industry Data Security Standards (PCI DSS), which is a set of multifaceted security standards that is designed to protect credit card account data as mandated by payment card industry entities. Even though we attempt to protect our company through our contracts with our customers, clients and other third-party service providers, and in certain cases assess their security controls, we have limited oversight or control over their actions and practices. We implemented an off-site backup policy that is expected to help in case of system crash caused by hackers, intruders or attackers. However, this policy cannot guarantee complete security, as not all attack possibilities are known. We also advise our customers to maintain insurance policies covering cyber-attacks on their systems, including system restore and derived liabilities in case of stolen data, and we further advise them to monitor their backup policies carefully, ensuring off-site backups.

New standards are continually being adopted or proposed as a result of worldwide anti-fraud initiatives, encryption of cardholder data, the increasing need for system compatibility and technology developments such as wireless and wire line IP communication. We cannot be sure that we will be able to design our solutions to comply with future standards or regulations on a timely basis, if at all. Compliance with these standards could increase the cost of developing or producing our products, while non- compliance may harm our reputation or result in customer and client claims. New products designed to meet any new standards need to be introduced to the market and ordinarily need to be certified by the credit card associations and our customers before being purchased. The certification process is costly and time consuming and increases the amount of time it takes to sell our products. Selling products that are non-compliant may result in fines against us or our customers, which we may be liable to pay. After installation of a system, the customer is responsible for physical security, power supply air condition, backup and any other operational step ensuring the servers from unexpected crashes. Yet, these may happen outside of OTI's control and, as above, OTI advises its clients to take backup and insurance measures for such cases.

In addition, even if our products are designed to be compliant, compliance with certain security standards is determined on the basis of the network environment in which our customers and service providers install our products. Therefore, such compliance depends upon additional factors such as proper installation of the components of the environment (including our systems, compliance of software and system components provided by other vendors), implementation of compliant security processes and business practices and adherence to such processes and practices.

14

Our business and financial condition could be adversely affected if we do not comply with new or existing industry standards and regulations, or obtain or retain necessary regulatory approval or certifications in a timely fashion, or if compliance results in increasing the cost of our products. Our products may infringe on the intellectual property rights of others.

It is not always possible to know with certainty whether or not the manufacture and sale of our products does or will infringe patents or other intellectual property rights owned by third parties. For example, patent applications may be pending at any time which, if granted, cover products that we developed or are developing. In certain jurisdictions, the subject matter of a patent is not published until the patent is issued. Third parties may, from time to time, claim that our products infringe on their patent or other intellectual property rights. In addition, if third parties claim that our customers are violating their intellectual property rights, our customers may seek indemnification from us (which could be costly), or may terminate their relationships with us. Our products depend on operating systems licensed to us and we may also be subject to claims by third parties that our use of these operating systems infringes on their intellectual property rights. Any intellectual property claim could involve time-consuming and disruptive litigation that, if determined adversely to us, could prevent us from making or selling our products, subject us to substantial monetary damages or require us to seek licenses.

Intellectual property rights litigation is complex and costly, and we cannot be sure of the outcome of any litigation. Even if we prevail, the cost of litigation could harm our results of operations. In addition, litigation is time consuming and could divert our management’s attention and resources away from our business. If we do not prevail in any litigation, in addition to any damages we might have to pay, we might be required to discontinue the use of certain processes, cease the manufacture, use and sale of infringing products and solutions, and expend significant resources to develop non-infringing technology or obtain licenses on unfavorable terms. Licenses may not be available to us on acceptable terms or at all. In addition, some licenses are non-exclusive and, therefore, our competitors may have access to the same technology licensed to us. If we fail to obtain a required license or cannot design around any third party patents or otherwise avoid infringements, we may be unable to sell some of our products. We are susceptible to changes in international markets and difficulties with international operations could harm our business.

We have derived revenues from different geographical areas. The following table sets forth our sales in different geographical areas as a percentage of revenues:

Our ability to maintain our position in existing markets and to penetrate new, regional and local markets is dependent, in part, on the stability of regional and local economies. Our

regional sales may continue to fluctuate widely and may be adversely impacted by future political or economic instability in these or other foreign countries or regions.

Africa Europe Far East Americas Israel 2008 15 48 10 15 12 2009 12 37 8 31 12 2010 12 22 3 56 7 2011 24 32 18 19 7 2012 24 33 3 35 5

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In addition, there are inherent risks in these international operations which include, among others:

If we are unable to manage the risks associated with our focus on international sales, our business may be harmed.

We report in US dollars while a portion of our revenues and expenses is incurred in other currencies. Therefore currency fluctuations could adversely affect our results of operations.

We generate a significant portion of our revenues in U.S. Dollars but we incur a large portion of our expenses in other currencies. Our principal non-U.S. Dollar expenses are for Israeli employees’ salaries, which are in NIS, and the expenses of our international subsidiaries. Our subsidiaries in Germany and France, InterCard and PARX France, incur expenses in Euros, our subsidiary in Poland, ASEC Spolka Akeyjna, or ASEC, incurs expenses in Polish Zloty and our subsidiary in South Africa, OTI Africa, incurs expenses in South-African Rand. To the extent that we and our subsidiaries based in Israel, Europe and South-Africa conduct our business in different currencies, our revenues and expenses and, as a result, our assets and liabilities, are not necessarily accounted for in the same currency. We are therefore exposed to foreign currency exchange rate fluctuations. More specifically, we face the risk that our accounts receivable denominated in non-U.S. Dollar currencies will be devalued if such currencies weaken quickly and significantly against the U.S. Dollar. Similarly, we face the risk that our accounts payable and debt obligations denominated in non-U.S. Dollar currencies will increase if such currencies strengthen quickly and significantly against the U.S. Dollar. These fluctuations may negatively affect our results of operations. Our operations could also be adversely affected if we are unable to limit our exposure to currency fluctuations in the future.

To decrease the risk of financial exposure to fluctuations in the exchange rate of the U.S. Dollar against the NIS or other currencies, we may enter into currency hedging transactions. However, these measures may not adequately protect us from material adverse effects resulting from currency fluctuations. In addition, if we wish to maintain the U.S. Dollar-denominated value of sales made in other currencies, any devaluation of the other currencies relative to the U.S. Dollar would require us to increase our other currency denominated selling prices. That could cause our customers to cancel or decrease orders.

Our international sales and operations are subject to complex laws relating to foreign corrupt practices and bribery, among many other subjects. A violation of, or change in, these laws could adversely affect our business, financial condition or results of operations.

Our operations in countries outside the U.S. are subject to the Foreign Corrupt Practices Act of 1977 as amended from time to time, or the FCPA, which prohibits U.S. companies or their

agents and employees from providing anything of value to a foreign official for the purposes of influencing any act or decision of these individuals in their official capacity to help obtain or retain business, direct business to any person or corporate entity, or obtain any unfair advantage. We have internal control policies and procedures and have implemented training and compliance programs for our employees and agents with respect to the FCPA. However, we cannot assure that our policies, procedures and programs will always protect us from reckless or criminal acts committed by our employees or agents. Allegations of violations of applicable anti-corruption laws, including the FCPA, may result in internal, independent, or government investigations. Violations of the FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could have a material adverse effect on our business, consolidated results of operations and consolidated financial condition. In addition, investigations by governmental authorities as well as legal, social, economic, and political issues in these countries could have a material adverse effect on our business and consolidated results of operations. We are also subject to the risks that our employees, joint venture partners or agents outside of the U.S. may fail to comply with other applicable laws. The costs of complying with these and similar laws may be significant and may require significant management time and focus. Any violation of these or similar laws, intentional or unintentional, could have a material adverse effect on our business, financial condition or results of operations.

• changes in regulatory requirements and communications standards;

• required licenses, tariffs and other trade barriers;

• difficulties in enforcing intellectual property rights across, or having to litigate disputes in, various jurisdictions;

• difficulties in staffing and managing international operations;

• potentially adverse tax consequences; and

• the burden of complying with a wide variety of complex laws and treaties in various jurisdictions.

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We may have to adapt our products in order to integrate them into our customers’ systems if new government regulations or industry standards are adopted or current regulations or standards are changed.

Some of our products are subject to government regulation in the countries in which they are used. For example, card readers used in the U.S. and in Europe require certification of

compliance with regulations of the U.S. Federal Communications Commission and the European Telecommunications Standards Institute, respectively, regarding emission limits of radio frequency devices. In addition, governmental certification for the systems into which our products are integrated may be required. The International Standards Organization approved industry standards regulating the transfer of data between contactless smart cards and a reader that we generally meet. If there is a change in government regulations or industry standards, we may have to make significant modifications to our products and, as a result, could incur significant costs and may be unable to deploy our products in a timely manner.

In addition, prior to purchasing our products, some customers may require us to receive or obtain a third party certification, or occasionally certify ourselves, that our products can be integrated successfully into their systems or comply with applicable regulations. In some cases, in order for our products, or for the system into which they are integrated, to be certified, we may have to make significant product modifications. Furthermore, receipt of third party certifications may not occur in a timely manner or at all. Failure to receive third party certifications could render us unable to deploy our products in a timely manner or at all. Our products may contain defects that are only discovered after the products have been deployed or used. This could harm our reputation, result in loss of customers and revenues or subject us to product liability claims.

Our products are highly technical and deployed as part of large and complex projects. As a result of the nature of our products, they can only be fully tested when fully deployed. For example, the testing of our parking payment product required the distribution of sample parking payment cards to drivers, installation of electronic kiosks at which a card holder can increase the balance on his or her card, linking of kiosks to financial and parking databases, collection of data through handheld terminals, processing of data that is collected by the system, compilation of reports and clearing of parking transactions. Any defects in our products could result in:

In addition, we could be exposed to potential product liability claims. While we currently maintain product liability insurance, we cannot be certain that this insurance will be sufficient to

cover any successful product liability claim. Any product liability claim could result in changes to our insurance policies, including premium increases or the imposition of a large deductible or co-insurance requirements. Any product liability claim in excess of our insurance coverage would have to be paid out of our cash reserves. Furthermore, the assertion of product liability claims, regardless of the merits underlying the claim, could result in substantial costs to us, divert management’s attention away from our operations and damage our reputation.

• harm to our reputation;

• loss of, or delay in, revenues;

• loss of customers and market share;

• failure to attract new customers or achieve market acceptance for our products; and

• unexpected expenses to remedy errors.

17

We have sought government contracts in the past and may seek additional government contracts in the future, which subjects us to certain risks associated with such types of contracts.

Most government contracts are awarded through a competitive bidding process, and some of the business that we expect to seek in the future likely will be subject to a competitive bidding process. Competitive bidding presents a number of risks, including:

We may not be afforded the opportunity in the future to bid on contracts that are held by other companies and are scheduled to expire if the government determines to extend the

existing contract. If we are unable to win particular contracts that are awarded through the competitive bidding process, we may not be able to operate in the market for products and services that are provided under those contracts for a number of years. If we are unable to win new contract awards or retain those contracts, if any, that we are awarded over any extended period, our business, prospects, financial condition and results of operations will be adversely affected.

In addition, government contracts subject us to risks associated with tender processes (which many times include, third party challenges and long qualification period), public budgetary restrictions and uncertainties, actual contracts that are less than awarded contract amounts, and cancellation at any time at the option of the government (sometimes due to challenges by third parties). Any failure to comply with the terms of any government contracts could result in substantial civil and criminal fines and penalties, as well as suspension from future contracts for a significant period of time, any of which could adversely affect our business by requiring us to pay significant fines and penalties or prevent us from earning revenues from government contracts during the suspension period. Cancellation of any one of our major government contracts could have a material adverse effect on our financial condition.

The government may be in a position to obtain greater rights with respect to our intellectual property than we would grant to other entities. Government agencies also have the power to deem contractors unsuitable for new contract awards based on their financial difficulties or the outcome of investigations. Because we engage in the government contracting business, we will be subject to audits and may be subject to investigation by governmental entities. Failure to comply with the terms of any government contracts could result in substantial civil and criminal fines and penalties, as well as suspension from future government contracts for a significant period of time, any of which could adversely affect our business by requiring us to spend money to pay the fines and penalties and prohibiting us from earning revenues from government contracts during the suspension period.

• the frequent need to compete against third parties with more financial and marketing resources and more experience than we have in bidding on and performing major contracts;

• the need to compete for a particular contract against third parties that may be long-term, entrenched incumbents and that, as a result, have greater domain expertise and established customer relations;

• the need to compete on occasion to retain existing contracts that have in the past been awarded to us on a sole-source basis;

• the substantial cost and managerial time and effort necessary to prepare bids and proposals for contracts that may not be awarded to us;

• the need to accurately estimate the resources and cost structure that will be required to service a fixed-price contract that we are awarded; and

• the expense and delay that may arise if our competitors protest or challenge new contract awards made to us pursuant to competitive bidding or subsequent contract modifications, and the risk that any of these protests or challenges could result in the resubmission of bids on modified specifications, or in termination, reduction or modification of the awarded contract.

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We have significant operations in countries that may be adversely affected by political or economic instability.

We are a global company with worldwide operations. We derive significant portion of our sales and future growth from regions such as Latin America, Eastern Europe and Africa, which may be more susceptible to political or economic instability.

Significant portions of our operations are conducted outside the markets in which our products are sold, and accordingly we often import a substantial number of products into such markets. We may, therefore, be denied access to our customers or suppliers or denied the ability to ship products from any of our sites as a result of a closing of the borders of the countries in which we sell our products, or in which our operations are located, due to economic, legislative or political conditions. Delays in the implementation stage in some of the projects we are involved with may prevent us from generating sales revenues as expected in the applicable year.

In 2010 and 2011 we experienced delays in some of the projects we are involved with. For example, in Panama, where we have been contracted to supply electronic immigration control systems, we have experienced delays in the project implementation. Delays in other projects might occur as a result of factors that are beyond our control such as customer readiness or shortage in purchased components needed for project implementation as well as our readiness to implement the projects. If such delays occur in the future, it might affect our revenues, profitability or our share price. The general economic outlook may adversely affect our business.

Our operations and performance depend on worldwide economic conditions and their impact on levels of business and public spending, which deteriorated significantly in many countries and regions and may remain depressed for the foreseeable future. This may adversely affect the budgeting and purchasing behavior of our customers and our potential customers, including shifting customers purchasing patterns to lower-cost options, which could adversely affect our product sales.

In addition, continuing uncertainties in the financial and credit markets may adversely affect the ability of our customers, suppliers, distributors and resellers to obtain financing for significant purchases and operations and to perform their contractual obligations with us. As a result, we could encounter, among other adverse effects, a decrease in or cancellation of orders for our products, and an increase in additional reserves for uncollectible accounts receivable being required. We derive a portion of our revenues from sales to systems integrators that are not the end-users of our products. We are dependent, to a certain extent, on the ability of these integrators to maintain their existing business and secure new business.

In 2010, 2011 and 2012, 4%, 7% and 8%, respectively, of our revenues were derived from sales to systems integrators that incorporate our products into systems which they supply and install for use in a specific project. To the extent our revenues depend on the ability of systems integrators to successfully market, sell, install and provide technical support for systems in which our products are integrated or to sell our products on a stand-alone basis, our revenues may decline if the efforts of these systems integrators fail. Further, the faulty or negligent implementation and installation of our products by systems integrators may harm our reputation and dilute our brand name. We are one step removed from the end-users of our products, and therefore may be more difficult for us to rectify damage to our reputation caused by systems integrators that have direct contact with end-users. In addition, termination of agreements with systems integrators or revocation of exclusive distribution rights within certain countries might be difficult. If we are unable to maintain our current relationships with systems integrators or develop relationships with new systems integrators, we may not be able to sell our products and our results of operations could be impaired.

Unless we continue to expand our direct sales, our future success will depend upon the timing and size of future purchases by systems integrators and the success of the projects and services for which they use our products.

19

Terrorist attacks may have a material adverse effect on our operating results.

Terrorist attacks and other acts of violence or war may affect the financial markets on which our Ordinary Shares trade, the markets in which we operate, our operations and profitability and your investment. These attacks, or subsequent armed conflicts resulting from or connected to them, may directly impact our physical facilities or those of our suppliers or customers. For example, during the Second Lebanon War in 2006, numerous shells fired at Israel from Lebanese territory landed in Rosh Pina. Although such attacks did not have an adverse impact upon the Company or any of its operations, we cannot assure you that, in the future, any similar circumstances will have no such impact. In addition, terrorist attacks may make travel and the transportation of our supplies and products more difficult and/or expensive and affect the results of our operations.

Risks Related to Our Ordinary Shares

We may not be able to meet NASDAQ Global Market continued listing requirements and our shares may be delisted.

We may not be able to meet NASDAQ Global Market continued listing requirements in the NASDAQ Listing Rules, or the NASDAQ Rules, and our Ordinary Shares may be moved to NASDAQ Capital Market or delisted. Among other things, if the bid price of our Ordinary Shares is less than $1.00 for 30 consecutive business days or more, our shares may be moved to be traded on the NASDAQ Capital Market, or be delisted. After the bid price of a company goes below $1.00 for 30 consecutive business days, NASDAQ provides it a grace period before shares are being moved to be traded on the NASDAQ Capital Market or delisted. Since March 22, 2013, the bid price of our Ordinary Shares has been below $1.00. Our share price has fluctuated in the past and may continue to fluctuate in the future.

The market price of our Ordinary Shares has fluctuated significantly and may continue to do so. The market price of our Ordinary Shares may be significantly affected by factors such as the announcements of new products or product enhancements by us or our competitors, technological innovations by us or our competitors or periodic variations in our results of operations. In addition, any statements or changes in estimates by analysts covering our shares or relating to the smart card industry could result in an immediate effect that may be adverse to the market price of our shares.

Trading in shares of companies listed on the NASDAQ Global Market in general and trading in shares of technology companies in particular has been subject to extreme price and volume fluctuations that have been unrelated or disproportionate to operating performance. These factors may depress the market price of our Ordinary Shares, regardless of our actual operating performance.

Securities litigation has also often been brought against companies following periods of volatility in the market price of its securities. In the future, we may be the target of similar litigation that could result in substantial costs and diversion of our management’s attention and resources.

Our share price could be adversely affected by future sales of our Ordinary Shares.

As of April 29, 2013, we had 32,104,312 outstanding Ordinary Shares, 1,178,699 Ordinary Shares we repurchased and are held by us as dormant shares, 371,730 warrants to purchase additional Ordinary Shares at a weighted average exercise price of $2.65 per share and 2,012,116 options to purchase additional Ordinary Shares at a weighted average exercise price of $1.34 per share. We may, in the future, sell or issue additional Ordinary Shares. We have an effective shelf registration statement under which we raised approximately $16.6 million (net of issuance costs) from the public in exchange for 6,000,000 of our Ordinary Shares. The market price of our Ordinary Shares could drop as a result of sales of substantial amounts of our Ordinary Shares in the public market or the perception that such sales may occur, including sales or perceived sales by our directors, officers or principal shareholders. These factors could also make it more difficult to raise additional funds through future offerings of our Ordinary Shares or other securities.

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Our shareholders could experience dilution of their ownership interest by reason of our issuing more shares.

Under Israeli law, shareholders in public companies do not have preemptive rights. This means that our shareholders do not have the legal right to purchase shares in a new issue before they are offered to third parties. In addition, our Board of Directors may approve the issuance of shares in many instances without shareholder approval. As a result, our shareholders could experience dilution of their ownership interest by reason of our raising additional funds through the issuance of Ordinary Shares. In addition, we may continue to acquire companies or businesses in exchange for our shares, resulting in further dilution. We do not anticipate paying cash dividends in the foreseeable future.

We have never declared or paid cash dividends on our Ordinary Shares, and we do not anticipate paying cash dividends in the foreseeable future. The payment of any dividends by the Company is solely at the discretion of our Board of Directors and based on the conditions set forth in the Companies Law. We adopted a Shareholders Rights Plan that may dilute the shares of an “Acquiring Person”.

On January 12, 2009, our Board of Directors approved the adoption of a Shareholders Rights Plan, as amended on January 5, 2012, or the Plan. Pursuant to the terms of the Plan, each Ordinary Share of the Company shall give its holder one right, or Right, as detailed in the Plan. Each Right will become exercisable only after a person or a group becomes an “Acquiring Person” by obtaining beneficial ownership of, or by commencing a tender or exchange offer for, 15% or more of our Ordinary Shares (our Board of Directors may reduce this percentage, but not to less than 10%), unless our Board of Directors approves such “Acquiring Person” or redeems the Rights. Each Right, once it becomes exercisable, will generally entitle its holder, other than the “Acquiring Person”, to purchase from the Company either half (1/2), one, two or three Ordinary Shares, as shall be determined by the Board of Directors, in consideration for the par value thereof. Therefore, the Plan may dilute the holding of shareholders who are deemed “Acquiring Persons” under the Plan. In addition, certain institutions may be discouraged from purchasing or holding our Ordinary Shares due to the Plan’s presumed anti-takeover effect. Furthermore, the existence of the Plan may discourage bids to acquire our Company at a price that may be attractive to our shareholders. We may fail to maintain effective internal control in accordance with Section 404 of the Sarbanes-Oxley Act of 2002.

The Sarbanes-Oxley Act of 2002 imposes certain duties on us and our executives and directors. Our efforts to comply with the requirements of the Sarbanes-Oxley Act, and in particular with Section 404, have resulted in increased general and administrative expenses and a diversion of management time and attention, and we expect these efforts to require the continued commitment of resources. If we fail to maintain the adequacy of our internal controls, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal control over financial reporting. Although our management has determined that we had effective internal control over financial reporting as of December 31, 2012, we may identify material weaknesses or significant deficiencies in our future internal control over financial reporting. Failure to maintain effective internal control over financial reporting could result in investigation or sanctions by regulatory authorities, and could have a material adverse effect on our operating results, investor confidence in our reported financial information, and the market price of our Ordinary Shares.

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Risks Related to Israel Security, political and economic instability in the Middle East may harm our business.

We are incorporated under the laws of the State of Israel, and our principal offices and research and development facilities are located in Israel. Accordingly, security, political and economic conditions in the Middle East in general, and in Israel in particular, may directly affect our business.

Over the past several decades, a number of armed conflicts have taken place between Israel and its Arab neighbors and a state of hostility, varying in degree and intensity, has led to security and economic problems for Israel. From time to time since late 2000, there has also been a high level of violence between Israel and the Palestinians, which has strained Israel’s relationships with its Arab citizens, with Arab countries and, to some extent, with other countries around the world. In addition, Iran has threatened to attack Israel and is widely believed to be developing nuclear weapons. In early 2011, riots and popular uprisings in various countries in the Middle East led to severe and continuing political instability in those countries. This instability may lead to deterioration of the political and trade relationships that exist between the State of Israel and these countries. In addition, this instability may affect the global economy and marketplace. Any armed conflicts or political instability in the region, including acts of terrorism or any other hostilities involving or threatening Israel, would likely negatively affect business conditions and could make it more difficult for us to conduct our operations in Israel, which could increase our costs and adversely affect our financial results.

Furthermore, some countries, as well as certain companies and organizations, participate in a boycott of Israeli firms and others doing business with Israel or with Israeli companies. Restrictive laws, policies or practices directed towards Israel or Israeli businesses could have an adverse impact on the expansion of our business. In addition, we could be adversely affected by the interruption or curtailment of trade between Israel and its trading partners, a significant increase in the rate of inflation, or a significant downturn in the economic or financial condition of Israel. Our operations could be disrupted as a result of the obligation of key personnel to perform Israeli military service.

Some of our executive officers and employees are required to perform annual military reserve duty in Israel and may be called to active duty at any time under emergency circumstances. Our operations could be disrupted by the absence for a significant period of one or more of our executive officers or other key employees due to military service. Any disruption to our operations would harm our business. The Israeli government programs in which we currently participate, and the Israeli tax benefits we currently receive, require us to meet several conditions, and they may be terminated or reduced in the future. This could increase our costs and/or our taxes.

We are entitled to certain tax benefits under Israeli government programs, largely as a result of the “Approved Enterprise” status granted to some of our capital investment programs by the Israeli Ministry of Industry and Trade. Taxable income derived from each program is tax exempt for a period of ten years beginning in the year in which the program first generates taxable income, up to 14 years from the date of approval or 12 years from the date of the beginning of production. Without such benefits our taxable income from such programs would be taxed at the regular corporate tax rate (29% in 2007, 27% in 2008, 26% in 2009, 25% in 2010, 24% in 2011, and 25% in 2012 and thereafter). To maintain our eligibility for these tax benefits, we must continue to meet conditions, including making specified investments in property, plant and equipment. We cannot assure you that we will continue to receive these tax benefits at the same rate or at all. The termination or reduction of these programs and tax benefits could increase our taxes and could have a material adverse effect on our business. Because we received grants from the Israeli Office of the Chief Scientist, we are subject to ongoing restrictions relating to our business

We received royalty-bearing grants from the Office of the Chief Scientist of the Israeli Ministry of Industry, Trade and Labor, or the OCS, for research and development programs that meet specified criteria. We are obligated to pay royalties with respect to the grants received. In addition, the terms of the OCS grants limit our ability to manufacture products or transfer technologies outside of Israel if such products or technologies were developed using know-how developed with or based upon OCS grants. Pursuant to the Israeli Encouragement of Research and Development in the Industry Law, we and any non-Israeli who becomes a holder of five percent (5%) or more of our share capital are generally required to notify the OCS and such non-Israeli shareholder is required to undertake to observe the law governing the grant programs of the Chief Scientist, the principal restrictions of which are the transferability limits described above.

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It may be difficult to enforce a U.S. judgment against us, our officers and directors or to assert U.S. securities law claims in Israel.

We are incorporated in Israel. Some of our executive officers and directors are not residents of the United States, and a substantial portion of our assets is located outside of the United States. Therefore, it may be difficult for an investor, or any other person or entity, to enforce a U.S. court judgment based upon the civil liability provisions of the U.S. federal securities laws in an Israeli court against us or any of these persons or to effect service of process upon these persons in the United States. Additionally, it may be difficult for an investor, or any other person or entity, to enforce civil liabilities under U.S. federal securities laws in original actions instituted in Israel. Provisions of Israeli law may delay, prevent or make undesirable an acquisition of all or a significant portion of our shares or assets.

The Companies Law regulates acquisitions of shares through tender offers, requires special approvals for transactions involving shareholders holding five percent or more of the company’s capital, and regulates other matters that may be relevant to these types of transactions. These provisions of Israeli law could have the effect of delaying or preventing a change in control and may make it more difficult for a third party to acquire us, even if doing so would be beneficial to our shareholders. These provisions may limit the price that investors may be willing to pay in the future for our Ordinary Shares. Furthermore, Israeli tax considerations may make potential transactions undesirable to us or to some of our shareholders. ITEM 4. INFORMATION ON THE COMPANY A. HISTORY AND DEVELOPMENT OF THE COMPANY We were incorporated under the laws of the State of Israel on February 15, 1990.

Our address is Z.H.R Industrial Zone, PO Box 32, Rosh-Pina 12000, Israel. Our telephone number is +972-4-686-8000. In 1998, we established a wholly-owned subsidiary in the United States, OTI America, Inc., a Delaware corporation. OTI America, Inc. is located at 111 Wood Ave South, Suite 105, Iselin, New Jersey 08830, and its telephone number is (732) 429-1900. The information contained on our website is not incorporated by reference into and should not be considered as part of this annual report.

Our agent for service of process in the United States is OTI America, Inc.

Principal Capital Expenditures

We have made and expect to continue to make capital expenditures in connection with expansion of our production capacity. The table below sets forth our principal capital expenditures incurred for the periods indicated (amounts in thousands):

2010 2011 2012 Computers, software and manufacturing equipment $ 2,262 $ 1,000 $ 830 Office furniture and equipment 31 71 59 Motor vehicles 53 120 154 Total $ 2,346 $ 1,191 $ 1,043

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B. BUSINESS OVERVIEW General

We design, develop and market turnkey and OEM solutions based on our secure contactless microprocessor-based smart card technology to address the needs of a wide variety of markets. Our solutions also include cards with a microprocessor that can store and process information and run multiple applications. Our cards are referred to as “contactless” because they do not require physical contact with a card reader, as power and data are transferred to a card through a magnetic field generated by a card reader. Our solutions have been deployed around the world to address homeland security, national ID, medical ID, contactless payment and NFC solutions, loyalty applications, petroleum payment, parking and mass transit ticketing. Our products and solutions combine, among others, the benefits of both microprocessors and contactless cards. We sell our contactless microprocessor-based smart cards as standalone products and as turnkey systems for secure, robust and scalable mass use of our contactless cards. Such systems include our contactless cards as well as our enabling hardware with proprietary software applications.

Since our incorporation in 1990, we have focused on the development of our core technologies and products based thereon, which consist of proprietary smart cards, smart card readers, software tools and secure communication technology. We currently offer three lines of solutions, each of which constitutes a complete system, as well as components (such as smart cards and readers) that we sell to original equipment manufacturers, or OEMs, for incorporation into their own products. Our three vertical markets include:

• SmartID Solutions: We offer complete, end-to-end, in-house solutions for credentialing, identifying and verifying individuals by combining the capability to support biometric identification with the portability of smart cards. The SmartID solutions include MAGNA™, a complete end-to-end solution for such items as electronic passports (e-Passport), national identity cards (national ID), voter identification cards, drivers licenses, and MediSmart, a medical card for patients, doctors and benefits verification.

• Payment Solutions: We offer a cashless system and loyalty program to replace cash, which includes the contactless payments program offered by the major card associations including MasterCard’s PayPass™, Visa’s PayWave™, American Express’ ExpressPay™ and Discover’s Zip™. We focus on alternative form factors such as key fobs, smart stickers, and COPNI™ (a contactless payment product family that supports an NFC insert) which is an add-on to the SIM cards in mobile phones with a flexible antenna that supports applications such as credit and debit cards and mass transit ticketing. We also offer contactless readers for terminal providers and end users. Our payment solutions also include EasyPark, our integrated car parking information and payment system, as well as our mass transit electronic payment system.

• Petroleum Systems: Our EasyFuel solutions are wireless, cashless, cardless, and paperless fuel management solutions, which include both our gasoline management system, or GMS, and our EasyFuel and EasyFuel Plus system. EasyFuel is a loyalty program for petroleum companies, fleets and retail customers. The system monitors and expedites the fueling and payment process, permitting fueling of designated vehicles only, thus reducing the possibility of fraud.

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Most of our products are based on a common platform, which we refer to as the OTI Platform. The OTI Platform incorporates our patented technologies and consists of our smart cards, our smart card readers, software that enables the development of applications for smart cards and a communications technology that ensures that the transmission of data to and from the card is secure and reliable. The OTI Platform can be customized to support a large number of applications, such as credit and debit card functions, identification and loyalty programs. The OTI Platform has been deployed in different markets, such as petroleum payment and management, mass transit and e-passport/national ID, and is being developed for other markets, such as medical services. For some markets, we have developed extensively customized hardware and software systems based amongst others on our OTI Platform, such as the petroleum payment and management solution for fleet managers and an electronic parking payment system.

Our products offer the following benefits:

We intend to enhance our position in the design and development of contactless microprocessor-based technology by expanding and strengthening our customer base through

product and vertical market alliances, focusing on high margin offerings with recurring revenues such as transaction fees and licensing fees, leveraging our extensive patent and intellectual property portfolio and maintaining our technology leadership position.

We market our products through our global network of subsidiaries and strategic relationships. Our sales and marketing efforts are directed from our headquarters in Israel and carried out through our subsidiaries in the U.S. and other parts of the Americas, Israel, Europe, Africa and Asia.

Industry Background What is a smart card?

Plastic cards that contain a semiconductor chip are generally referred to as “smart cards.” Smart card technologies were first developed in response to the limitations of the magnetic

strip commonly used in most credit and debit cards, telephone cards and hotel room access cards. Smart cards store larger amounts of information than magnetic strip cards. They can also allow this information to be updated, and they store it more securely than a magnetic strip card does. Depending on the complexity of the chip that a smart card contains, smart cards can process the stored information and support more than one application. For example, smart cards can act as a substitute for cash by storing a cash balance on the card that may later be reduced or increased. The same card can also store information identifying its holder.

• Security for information stored on a card and transferred between the card and the reader.

• Reliable transfer of information to and from a card.

• Durability, ease of use and multiple form factors, including credit card size solutions, key chains, tags, stickers and wristwatches.

• Ease of installation and maintenance.

• Ease of transition from other card technologies to our contactless microprocessor-based technology.

• Support for multiple, independent applications on the same card.

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What is a smart card system?

A smart card system comprises a smart card, a reader that transmits and receives data from the smart card and a computer that processes data received from the reader. A reader housed

in a protective casing is known as a terminal. Many terminals today are designed for “contact” smart cards. These terminals rely on physical contact between the card and the reader and contain a slot into which the smart cards are inserted or through which they are swiped. Most smart cards today are credit card-sized plastic cards. However, with the introduction of “contactless” smart cards, which do not need any physical contact with a reader, the form smart cards and readers take can vary widely. Types of smart card chips

The type of semiconductor chip on a smart card determines the amount of information and the number and complexity of applications that can be provided by the card – or how “smart”

the card is. In today’s market, there are three primary types of chips. From the least technologically advanced to the most technologically advanced, they are as follows:

Memory chip. The most basic type of chip used in smart cards is the memory chip. Smart cards containing memory chips are more advanced than magnetic strip cards because they can store larger amounts of data. Like magnetic strip cards, however, memory chips are not capable of processing the stored information. An external reader extracts the data stored on a memory chip card, which is then transferred to an external computer system where it is processed. Updated information is then transferred back to the reader and then to the card. The most common memory card application is a disposable prepaid telephone card.

Application Specific Integrated Circuit, or ASIC, chip. An ASIC chip can store data and perform limited pre-determined data processing tasks. It cannot be reprogrammed once created. ASIC-chips are primarily used for applications that require limited processing capabilities and lower levels of security, such as premises access control and mass transit.

Microprocessor chip. Unlike ASIC chips, microprocessor chips can be reprogrammed after being manufactured. Microprocessor chips can also run more applications and perform more complex calculations than ASIC chips. The difference between an ASIC-based smart card and a microprocessor-based smart card can be analogized to the difference between a calculator and a personal computer. A calculator is typically programmed at the time of manufacture to perform only a limited number of functions, and, like an ASIC-based smart card, these functions cannot subsequently be changed. A personal computer has an operating system that can run many different applications, and like a microprocessor-based smart card, these applications can be modified.

Microprocessors can process information using a formula, or algorithm, with a great number of variables, whereas ASIC chips can only repeat a fixed algorithm with a limited number of variables. Therefore, data stored on a microprocessor chip, unlike an ASIC chip, can be encrypted using a random code that is difficult to break. At the same time, microprocessors require more power than ASIC chips for their operations and are typically more expensive.

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Contact vs. Contactless

Another primary distinction between types of smart cards is whether they are “contact” or “contactless,” - that is, whether physical contact between the card and the reader is required in order to transfer data and power between them. When using a contact card, the cardholder swipes or inserts the card into a slot in the card reader. When inserted properly, a metallic pad, or contact plate, on the smart card aligns with the electronic contacts inside the reader, and data and power are transferred across this connection. By contrast, in contactless smart card systems, power and data are transmitted through antennas located on the smart card and the reader without making physical contact.

The developers of contactless microprocessor-based smart cards face the following significant challenges:

Despite the challenges discussed above, contactless smart cards offer considerable advantages over traditional contact-based smart cards including:

• Support of ISO standards. The International Standard Organization, or ISO, established standards regulating the transfer of data between a contactless smart card and its reader, under the name ISO 14443. Currently, two separate types – Type A and Type B – have been approved by ISO and supporting both is required for ISO compliance. High-quality readers that support both types, such as ours, are more expensive but offer users the flexibility to use smart cards based on either standard.

• Transfer of power to the card. Most providers of contactless smart card systems use a technology called resonant circuitry to create a magnetic field between the card and reader through which power is transferred to the card. Current limitations of resonant circuitry technology make this technology impractical for providing sufficient power to a microprocessor-based smart card in a contactless system. We have developed matched antenna technology that allows the efficient transfer of power.

• Support of existing card-based infrastructure. Because of the large existing installed base of contact-based systems, there is demand for technologies that can support both contact and contactless applications with the same equipment. However, combined contact and contactless cards have traditionally contained two chips, one for use by contact-based systems and one for use by contactless-based systems. The use of two chips increases the cost of the card and the likelihood of discrepancies between the information stored on each chip by different applications. The use of two chips also limits the level of security to the level offered by the ASIC chip. We believe that the shortcomings of these dual contact/contactless cards create a need for a single chip that can work with both contact and contactless systems.

• Speed. Transaction time in contactless systems is shorter than in contact systems because it is not necessary to insert the card in, or swipe it through, a reader or otherwise position it in any specific direction. As a result, for systems that need to handle a large number of users over a short period of time, such as mass transit systems, contactless systems provide considerable time savings when aggregated over a large number of users while users save time on each of their transactions.

• Convenience. Contactless systems simplify the way transactions are executed. For example, a shopper can pay for goods in a retail outlet simply by positioning a wallet containing a contactless smart card in close proximity to a reader positioned at the check-out, without the need to withdraw the card from the wallet.

• Variety of form factors. Because contactless smart cards do not need to fit into a slot in a reader, they can take a wider array of forms desired by smart card users and providers, such as key chains, tags, wristwatches and other forms.

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Maintenance costs of contactless smart card systems are lower than maintenance costs for contact systems since the components can be shielded in a protective casing, and the readers and the cards are not subject to friction caused by inserting the card into, or swiping it through, a reader. Moreover, contactless smart card readers do not contain moving parts such as the contact plates in contact-based systems that are subject to wear and tear. As a result, contactless systems can operate under harsher conditions and have longer lives than contact systems. However, because contactless smart card systems require additional components, such as antennas in the reader and on the card and other transmission components at the level of the reader, the up-front costs associated with a contactless system are higher than the up-front costs associated with a contact-based system. The OTI Solutions

Our technology successfully combines the features of microprocessor-based cards and contactless cards. This technology is not only available for new systems, but can be integrated

with and upgrade existing contact systems and other contactless systems. Our products have the benefits discussed below.

Ease of transition from other card systems to contactless microprocessor-based systems. We provide our customers with an easy upgrade of their existing systems by allowing card

issuers who currently utilize magnetic strip card systems or other contact-based systems to switch to a contactless system without forcing them to replace their existing infrastructure. For example, as part of a project for MasterCard PayPass, we upgraded regular standard point-of-sales systems that supported only magnetic stripe cards to support contactless microprocessor-based smart cards. We integrated our contactless inlay solution with plastic card manufacturers to allow a quick upgrade from regular credit cards to contactless operations.

Ease of transition from contact-based microprocessors to contactless microprocessors. Chip manufacturers and operating system providers can use our technology to upgrade their off- the- shelf products to support both contact and contactless operations. They can combine our technology with their microprocessor, enabling the microprocessor to support contact and contactless operations. By applying our patented hardware, customers can save months of development time and reduce the time to market for their products.

Support of multiple standards. Our readers are capable of supporting ISO 14443 Type A and Type B standards. Because both of these standards are currently being used, we offer users the flexibility to adopt either standard.

Features Advantages to card users Advantages to card issuers

Benefits of contactless cards compared to contact cards

Faster transaction time Shorter time to complete a transaction More transactions per minute

Cards do not need to be inserted or put into readers Easier to use and come in a variety of forms Lower maintenance costs

Durability The card lasts longer Reduce card replacement cost

Benefits of microprocessors compared to ASIC or memory chips

Multiple applications Multiple uses Generates revenues from additional applications

Enhanced security Protects confidential information Less vulnerability to fraud

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Strategy Our goal is to be the leading provider of turnkey and OEM solutions based, among others, on our contactless microprocessor-based smart card products. Key elements of our strategy

for achieving this goal include:

• Enhancing our technological position. We intend to continue to invest in research and development in order to enhance our technological position, develop new technologies, extend the functionality of our products and services, and offer innovative products to our customers.

• Expanding our global market presence. We market our products through a global network of marketing subsidiaries in the U.S., Latin America, Europe, Africa, and our headquarters in Israel. We intend to use these entities to strengthen our presence in existing markets, penetrate new markets, provide local customer service and technical support, and adapt our products to our local customers’ specific needs.

• Increasing our focus on generating high-margin, recurring revenues. We currently derive most of our revenues from one-time payments for our products and technologies. We intend to generate additional recurring revenues by receiving service fees for ongoing customer services and technical support and transaction fees from our customers based on the volume of transactions or monthly licensing fees from systems that contain our products. For example, we have entered into such transaction fee arrangements with respect to our parking systems in Israel, France, Italy, the United States, New Zealand and Bermuda and our gasoline management systems in South Africa. By reducing our customers’ up-front payments for our products in return for receiving on-going participation in the revenue they generate from their customers, we intend to build and maintain long-term relationships with our customers and generate a constant stream of high-margin, recurring revenues and, at the same time, provide cost-effective turnkey solutions to our customers.

• Leverage existing relationships and seek new relationships. In 2000 we entered into a relationship with BP (formerly known as British Petroleum) to cover the South African petroleum market. In 2005 the relationship was extended and expanded by our granting to BP a worldwide license for our petroleum payment solution. In 2010 we entered into a relationship with Tokheim to cover the European petroleum market. We entered into these and other relationships in order to facilitate or accelerate our penetration into new markets, as well as assist us in defining and pursuing new applications for our products. We are continuously seeking additional relationships to complement our marketing strategy and promote our brand worldwide.

• Leverage presence in existing industries to enter into new industries. We offer our customers the ability to add new applications to their smart cards, thereby expanding the number of industries in which our products are used. For example, users of the gasoline management system that we sold to BP in South Africa have the option to add a payment application to their card. The application allows them to pay with the card at convenience stores that install the system and to earn loyalty points every time they do so. We plan to generate additional revenues through the sale of products required to add and operate these applications.

• Pursue strategic acquisitions. We plan to pursue acquisitions of companies that enhance our manufacturing, sales, marketing, research and development capabilities. In this way, we plan to expand our product offerings and provide more comprehensive service to our customers. Since our initial public offering in 1999, we have acquired among others the following companies

o InterCard Systemelectronic, a German company that provides OEM and electronics manufacturing services (June 2000 and January 2001);

o ASEC, a Polish company that develops and markets card readers and reader modules based on radio frequency identification technologies (October 2004);

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Core technologies

Our products are based on a number of core technologies, which are discussed below.

Power and data transmission technology

We refer to our reader power and data transmission technology as “matched antenna” technology. The power, as well as the data, is transmitted to the microprocessor installed on the smart card through an electro-magnetic field generated by the reader. Our reader matched antenna technology offers a number of key advantages:

Contactless antenna interface design:

Dual chips solution: Our earlier dual chips antenna interface technology enabled a contact-only microprocessor to connect, or interface, with both contact and contactless readers by

adding a separate antenna interface chip designed and provided by us. We refer to this as a “dual interface” feature. This enables customers with existing contact systems to gradually transition to contactless cards, rather than incurring up-front the full cost of replacing the contact system with a contactless system.

Monochip solution: Integrating an antenna interface into the microprocessor. The antenna interface can be integrated into a microprocessor, which reduces the cost of manufacturing dual interface cards once manufacturing levels reach significant volumes of chips. At that point, the additional upfront cost of engineering work required in order to successfully integrate the two components – the microprocessor and the antenna interface – into one chip is offset by the fact that only a single component is required.

o The primary assets of Vuance Ltd. (formerly SuperCom), an Israeli smart card company, including the purchase of Vuance’s International Project Solution (“IPS”) business (December 2006);

o ID Parking (currently PARX France), a French company that provides electronic parking solutions across France (June 2008); and

o The assets, including intellectual property, of Ganis System Ltd., an Israeli company, which provides electronic parking solutions primarily across Europe and North America (January 2011).

o In April 2012, the Company completed, through its subsidiary PARX Ltd, the purchase of 100% of the share capital of CPI Communication Ltd. (“CPI”), an Israeli-based company that provides private parking management solutions across Israel (hereinafter- ”the CPI Transaction”). CPI was purchased for a purchase price of $247,000, consisting of $100,000 in cash and $147,000 in share based payment, by issuance of 90,361 warrants to purchase the Company's ordinary shares. The 90,361 warrants are issued with a par value exercise price and shall vest in five equal installments over a period of five years.

• The added flexibility manifested by the ability to locate the antenna at substantial distance from the reader without the need to retune the antenna.

• The substantially decreased antenna detuning effect which is associated by the presentation of cards, or any metallic objects very close to the antenna. Such detuning has the negative effect of greatly reducing the reader transmission power. This is most critical with respect to contactless card features embedded in mobile phones. When the phone is brought close to the reader antenna its substantial metallic mass tends to detune the reader antenna and hence reduce the reader transmitted power. This may lead to inability of the reader to communicate with the Contactless feature embedded in the phone.

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Products The OTI Platform

Most of our products are based on a common platform, which we refer to as the OTI Platform. The OTI Platform incorporates some of our patented technologies and consists of:

The following is a graphical representation of a combined contact and contactless microprocessor-based smart card in different form factors based on the OTI Platform:

Our microprocessors are programmable, and therefore they can support multiple applications on the same card. This technology addresses consumers’ reluctance to carry multiple cards. These elements work together to provide a foundation upon which we or our customers build applications. The transmission of information between the card and the reader in an OTI Platform-based product is secure and reliable. For example, if communications are interrupted in the course of a transmission, the OTI Platform will reject the impaired transmission and require that the information be re-transmitted. In addition, our OTI Platform ensures that information is transmitted from the card in an encrypted form only to readers that are authorized to receive and able to decipher the transmission.

• smart cards, which can take a variety of forms, including tags, stickers, wristwatches, key chains and plastic, credit card-sized cards;

• smart card readers;

• a smart card operating system;

• software that enables the development of applications on contactless microprocessor-based smart cards; and

• a method of communication that regulates the transmission of data between a contactless smart card and a reader.

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The OTI Platform supports several types of payment methods including debit and credit applications, loyalty points and an electronic cash substitute that increases or reduces the balance on the user’s card. We refer to these methods as E-purse applications. Types of Products Our products consist of: Payment Solutions

We typically design our payment solutions while teaming up with financial institutions and back office providers. These solutions offer a cashless system and loyalty program for small purchases, such as fast food, drug stores and movie tickets. Our payment solutions include the following:

The COPNI Wave includes JAVA Card OS and supports Global platform standard commands allowing downloading and usage of standard smart card applications, as well as fast development of new applications.

COPNI Wave is suitable for the following applications and markets:

The COPNI Wave includes a Secure Element and allows unlimited communication with phone applications via the phones audio socket. The COPNI Wave applications and issuing process is similar to standard ISO14443 compliant smartcards, and it supports adding additional applications over the air without hardware changes. The first version of the COPNI Wave supports Global Platform V2.1.1 and Java Card specification V2.2.2 and security features such as MIFARE Classic 4KB, DES, 3DES and AES.

• PayPass™. OTI supplies key components of the technology for multiple contactless payment programs operated by major card associations: MasterCard International’s PayPass™ program, Visa’s PayWave™, American Express’s ExpressPay™ and Discover’s Zip™. The contactless payment programs are focused on replacing cash. OTI provides alternative form factors such as key fobs, smart stickers and COPNI™ (see below), as well as the operating systems, readers and more.

• COPNI™. OTI’s Contactless Payments and NFC Insert (COPNI) is a contactless payment product that supports inserts based on NFC technology. COPNI is an add-on to the SIM cards in mobile phones with a flexible antenna and is based on our intellectual property. COPNI can operate with multiple types and models of handsets and SIM cards. COPNI enables users to have one device that is both a mobile phone and a mobile wallet. COPNI provides mobile network providers with potential new services and revenue opportunities. It also supports various applications such as credit and debit cards and mass transit ticketing. COPNI is an innovative bridge to NFC technologies and is an after-market solution.

• COPNI Wave is an add-on to mobile devices such as smart phones or tablet computers, allowing contactless communication such as Proximity and/or NFC, and communicating with the mobile device via its headset socket.

• Mobile payment - debit, credit, e-purse

• e-Ticketing for Transport and events

• Loyalty and e-coupon programs

• Healthcare applications

• Access control applications

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The EasyPark™ system provides detailed reports to the municipality that allow them to monitor and manage parking patterns across the city. The system easily supports multiple

rates, tariffs and currencies and provides robust security. Additionally, EasyPark™ eliminates most of the costs of conventional parking solutions, their installation and maintenance, and fairly allocates the cost of the parking devices to those who are utilizing the system.

The EasyPark™ system was selected as the national parking system for Israel. During 2000, the system was widely implemented throughout the country. In 2005, the Union of

Local Authorities in Israel extended EasyPark’s contract for an additional five year term. In 2010 the service was extended again for additional five years. About 750,000 EasyPark units have been sold in Israel to date, and the system is currently used in 42 cities across the country. We are currently marketing the EasyPark system through our global network of distributors and franchisers. In June 2008, we acquired, through our subsidiary PARX Ltd., a Paris based company that provided electronic parking solutions (formerly named “ID Parking”) and renamed it “PARX France”. This transaction provided us with a ready-made platform to immediately access the French electronic parking payment market, and today we offer the EasyPark™ solution to over 35 cities in France, and growing. We are also selling our EasyPark™ systems through local franchisers in over 20 cities in Italy and Bermuda. We have launched EasyPark in the United States in Dover and Portsmouth, New Hampshire and Austin, Texas and we are in various stages of introduction and deployment in other cities in Europe and in Latin America.

In January 2011, we acquired through PARX Ltd. the assets of Ganis Systems Ltd., a company that provided competing electronic parking solutions mainly in Europe and North

America, and we are gradually upgrading their customers to the EasyPark™ system.

The parking market outside Israel is managed by PARX Ltd., which is currently engaged in the expansion of our parking product line to include new technologies, products and services that will keep our offering at the top of the worldwide parking market. Such new products include, among others, a pay-by-phone system, private parking management system and a sensor-based occupancy and automatic payment system.

• E-purse (Stored Value Cards). We have developed and begun to market a product that enables a person to load pre-paid value on a card, which provides float for issuers, while

enabling cardholders to pay for small purchases in environments such as phone booths, vending machines and fast food restaurants, without the need for exact change.

• Parking payment system. Our EasyPark™ system offers a unique on-street and off-street parking management solution without expensive infrastructure and construction requirements or ongoing maintenance of parking meters or paper tickets. EasyPark™ utilizes small in-car device to create a uniquely convenient user experience that eliminates the need for cash or change and reduces the time to park. Drivers can securely deposit additional parking funds for the device either online or through public reloading stations. During 2012 we have broadened our offering by adding a mobile phone based payment solution alongside or as an alternative to the EasyPark in-car device.

• Mass transit. We have designed a product that enables efficient fare collection from a large volume of passengers in various types of mass transportation systems, such as buses and trains. The smart card serves as the passenger’s ticket. The chip in the smart card stores the passenger’s fare balance and is debited with the fare when the passenger boards or disembarks. The balance on the smart card can be increased repeatedly. OTI is marketing this product to system integrators that specialize in mass transit solutions.

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Petroleum Systems

Our petroleum systems include GMS (gasoline management system), later upgraded to EasyFuel and EasyFuel Plus:

The following diagram illustrates a typical EasyFuel Plus system:

We commenced sales of GMS in 1995. Our petroleum solution is being used by a number of leading petroleum companies.

Smart ID Solutions

Our smart identification products combine the portability of smart cards with the capability to support advanced identification and authentication technology and manage significant amounts of information. OTI’s MAGNA™ modular platform offers short implementation and quick integration with the existing border control system of any country and provides external interfaces to digital Certificate Authority (CA) for signature verification as well as interfaces to other agencies. It offers a migration path to additional e-Gov applications and to additional electronic ID documents, such as National IDs, Voter Ids and Driver Licenses. Our MAGNA™ end-to-end system includes:

• EasyFuel Plus. Our wireless petroleum solution is named EasyFuel Plus. EasyFuel Plus incorporates options for retail and private fleets as well as a pay-at-the-pump solution. The system monitors and expedites the fueling and payment process through a wireless detection and authorization system. This system is also ideally positioned for the retail petroleum market by enabling drivers to pay for gasoline at the pump, pay for other services and products at the gas station and earn loyalty points for these purchases. EasyFuel Plus records and monitors the identity of the driver and the vehicle, the driver’s or fleet’s credit status, the vehicle’s fuel consumption and other information determined by the customer, such as periodic vehicle maintenance. By processing and managing this information, it allows oil companies and fleet managers to receive billing information automatically, thus simplifying payment processes, tracking the use of each vehicle and reducing the risk of theft or fraud. EasyFuel also enhances the loyalty of fleet drivers and managers to oil companies operating participating gas stations.

• Enrollment and personalization infrastructure, including image, biometric and textual data capture, ePassport personalization, secured materials management systems, digital signature certificate generators, and ePassport quality assurance and issuing stations.

• OTI's ePassport based on OTI's Hercules™ operating system.

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Customer Service and Technical Support

We provide our customers with training and installation support and ongoing customer service and technical support through our global network of subsidiaries. As of December 31,

2012, we had a support team of twenty nine (29) employees consisting of thirteen (13) employees located in our corporate headquarters in Rosh Pina, and our office in Zur Yigal, Israel, four (4) employees in Africa, two (2) employees in the United States and ten (10) employees in Europe. Our customer service teams in Rosh Pina and Zur Yigal, Israel provide central services to our network of local subsidiaries. The subsidiaries, in turn, provide 24-hour customer support through telephone and email for an ongoing fee. On-site technical support is available to customers for a fee. Sales and Marketing

We have built a global network of subsidiaries through which we sell and market our products. As of December 31, 2012, we had a total sales and marketing staff of thirty two (32)

employees in four locations. We market our products in the Americas through OTI America, which employs three (3) persons in sales and marketing. In Africa we sell and market through OTI Africa, which employs seven (7) persons in sales and marketing. In Europe, we sell and market through InterCard Systemelectronic, Inseal, ASEC and PARX France, which together employ ten (10) persons in sales and marketing. In Israel, we sell and market through our headquarters in Rosh Pina, which employs twelve (12) persons in sales and marketing. Our sales and marketing staff implements marketing programs to promote our products and services in order to enhance our global brand recognition. Our current marketing efforts include participation in trade shows and conferences, press releases, our web site, face-to-face engagements, and advertisements in industry publications. We also conduct technical seminars to inform customers, distributors and other industry participants of the benefits of our products and technologies.

Some of the independent systems integrators to which we provide our products also act as distributors for our products. We have granted some of our systems integrators exclusive distribution rights within a particular country or region. We generally guarantee exclusivity only if certain sales targets are met. Seasonality

In most years prior to 2010, our revenues have been subject to seasonal fluctuations related to purchasing cycles of many end-users of our products during the second half of the year. Hence, our sales in the second half of most of years prior to 2010 tended to be higher than in the first half. However, we did not experience this seasonality pattern in 2010, 2011 or in 2012 and cannot predict if we will experience this seasonality pattern in future years.

• A border control system based on passenger biometric identification applications, electronic passport identification, and both optical and electronic means to detect forged

passports. The system, which is operable whether it is online or offline, enables border control officers to receive unequivocal identification using a combination of two machine readable biometric applications – fingerprints and facial recognition.

• MediSmart. Our MediSmart product is designed to securely process and manage medical information by providing doctors and hospital administrators with information regarding a patient’s identity, medical history, insurance coverage and payment history. This information can be automatically updated after each treatment. Treatment information can be automatically transferred to the insurance provider’s computer system. This product reduces costs to medical providers, provides increased security for a patient’s medical history and improves the quality and speed of service to patients. We began field tests of the product in South Africa in 2003, and the product was successfully deployed in June 2004 by CareCross Health, the leading primary healthcare provider in South Africa. Since 2007, MediSmart has been deployed in Kenya, through Smart Applications International Ltd., or SMART.

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Manufacturing

We currently purchase substantially all of the principal raw materials used in the hardware and software components of our products from third-party suppliers and outsource some of the manufacturing and assembling of our products to manufacturing subcontractors. We entered into a long-term supply agreement with SMARTRAC N.V. for the supply of wire-embedded and dual interface products on an exclusive basis, according to our needs, and for the supply of other products on a non-exclusive basis. In addition, we purchase components on a purchase order basis. Whenever possible, our policy is to use more than one supplier and manufacturing subcontractor for each part of our production process in order to limit dependence on any one supplier or manufacturer.

We maintain strict internal and external quality control processes. We require that the facilities of our suppliers and manufacturing subcontractors be ISO 9001:2008 certified. ISO 9001:2008 refers to a quality assurance model established by ISO for companies that design, produce, install, inspect and test products. Description of Principal Markets. See description under Item 5. A. Government Regulation

Some of our products are subject to government regulation in the countries in which they are used. For example, card readers that are used in the United States require certification of

compliance with regulations of the Federal Communications Commission and those used in Europe require certification of compliance with regulations of the European Telecommunications Standards Institute regarding emission limits of radio frequency devices. In the United States, our petroleum products are subject to compliance with regulations of Underwriters Laboratories Inc., a public safety and testing certification organization, and in Europe to regulations of the European Union. Our products are currently in compliance with these regulations. Research and Development

We believe that our future success depends on our ability to maintain our technological leadership, enhance our existing products and develop new products and

technologies. Accordingly, we intend to continue devoting substantial resources to research and development. We pay royalties to the Government of Israel at a rate of 3.5% of sales of the products that the Government of Israel participated in financing through grants, up to the amounts granted, linked to the U.S. Dollar with annual interest at LIBOR as of the date of the approval. The following table describes our research and development activities during each of the past five years:

Our research and development activities focus on three areas:

2008 2009 2010 2011 2012 (Dollars in millions) Our expenditures $ 10.3 $ 8.1 $ 8.4 $ 9.2 $ 8.6 Our net expenditures as a percentage of annual revenues 29% 26% 16% 18% 22%

• implementing our core technologies in microprocessors and readers;

• enhancing the functionality of our components and expanding the range of our products to serve new markets; and

• developing new innovative technologies related amongst others to the operation of contactless microprocessor- based smart cards.

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As of December 31, 2012, we employed sixty three (63) employees in our research and development activities. Our main research and development facilities are located at our headquarters in Rosh Pina, Israel. We believe that our success is based on our experienced team of senior engineers and technicians who have extensive experience in their respective fields. Our research and development facilities are ISO 9001:2008 certified.

Proprietary Technologies and Intellectual Property

Our success and ability to compete depend in large part upon protecting our proprietary technology and intellectual property. We rely on a combination of patent, trademark, copyright and trade secret law, as well as know-how, confidentiality agreements and other contractual relationships with our employees, affiliates, distributors and others.

We have a number of issued patents in various jurisdictions with respect to our technologies, as well as a number of pending patent applications, trademarks and designs. We have over 100 issued patents and pending patent applications encompassing product applications, software platforms, system and product architecture, product concepts and more in the fields of NFC, contactless payments, secure ID, petroleum and parking solutions.

We cannot be certain that patents will be issued with respect to any of our pending or future patent applications. In addition, we do not know whether any issued patents will be

enforceable against alleged infringers or will be upheld if their validity is challenged. We generally enter into non-disclosure agreements with our customers, partners, employees and consultants, and generally control access to and distribution of our products, documentation and other proprietary information. Competition

Contactless microprocessor-based products and technologies. We develop firmware for contactless cards using mostly STM chips. We experience competition in sales of our

products, systems and technologies from other providers of contactless microprocessor-based smart card technologies. The main chip manufacturers that operate in the smart card market, in addition to STM, and which form the major competition for us, are NXP, Infineon, INSIDE Secure and Gieseke & Devrient are typical examples of competing companies which use such chips, utilizing their own firmware.

Other contact-based technologies. We compete with contact-based products such as microprocessor-based contact cards, ASIC-based contact cards, memory chip cards and magnetic strip cards. We believe that these cards offer inferior functionality compared to contactless microprocessor-based smart cards. Nevertheless, some of our potential customers have in the past, and may in the future, consider these alternatives sufficient for their needs.

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C. ORGANIZATIONAL STRUCTURE

The chart below describes the corporate structure of our principal subsidiaries and major affiliates.

(1) The remaining shares of Easy Park Ltd. are held by two individuals. (2) The remaining shares of PARX Ltd. are held by two individuals.

Easy Park Ltd.

Easy Park Ltd. markets our EasyPark system in Israel. Easy Park is incorporated under the laws of the State of Israel and its registered office is at Rosh Pina, Israel. By reason of our ownership of 94.33% of Easy Park Ltd.’s outstanding shares, we currently have the right to appoint all of the members of its board of directors.

(3) An Israeli partnership of two related companies controlled by the Company.

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On Track Innovations Ltd.

Israel

Easy Park Ltd.

Israel

100% 100%

100% 100% 100% 100% 94.33%(2) 94.33%(1)

InterCard GMBH

Systemelectronic

Germany

100%

OTI-Panama S.A.

Panama

PARX France

France

OTIgnia licensing

LLP

Israel

ASEC Spolka Akcyjna

Poland

OTI Africa (Pty) Ltd.

South Africa

OTI America, Inc. Delaware,

USA

PARX Ltd.

Israel

OTI America, Inc.

OTI America, Inc., our wholly-owned U.S. subsidiary, is headquartered in Iselin, New Jersey, and is incorporated in Delaware. OTI America provides marketing and customer support services for our products in North and South America. OTI Africa (Pty) Ltd.

OTI Africa (Pty) Ltd., our wholly-owned subsidiary, is headquartered and incorporated in Cape Town, South Africa, and provides marketing, distribution and customer support services for our products in Africa. The InterCard Group

InterCard GmbH systemelectronic, our wholly-owned subsidiary, which is headquartered in Durrhiem, Germany, is a systems integrator for smart card systems. ASEC Spolka Akcyjna

ASEC Spolka Akcyjna, our wholly-owned subsidiary, is headquartered in Krakow, Poland. ASEC Spolka Akcyjna develops and markets card readers and reader modules based on radio frequency identification technologies, including high-end programmable smart cards as well as economically priced readers. PARX Ltd.

PARX Ltd. is incorporated under the laws of the State of Israel. We have the right to appoint all of the members of its board of directors.

PARX Ltd. is responsible for marketing parking solutions in international markets, which includes among others the successful EasyPark in-vehicle electronic parking solution. PARX France S.A.S.

PARX France, our wholly-owned subsidiary, is headquartered in France, and distributes our electronic parking solutions in the French market. OTIgnia Licensing LLP

OTIgnia is a limited liability partnership established for the purpose of operating our e-ID project in Tanzania (the “Tanzania Driver’s License Project”, described more fully in Item 5.A “—Operating Results”, below). Digoti Ltd., a fully owned Israel-based subsidiary of the Company, is the general partner of OTIgnia Licensing LLP. OTI Panama S.A.

OTI Panama S.A., our wholly owned subsidiary, is headquartered and incorporated in Panama, and provides marketing, operation and customer support services for the Panama Border Control Project. D. PROPERTY, PLANT AND EQUIPMENT

We lease an aggregate of 10,639 square meters of land in Rosh Pina, Israel from the Israel Lands Authority. Of the 10,639 square meters at Rosh Pina, 2,377 meters are leased under a 49-year lease that is set to expire on November 16, 2041, with an option to extend for an additional period of 49 years. Our principal management, administration and marketing activities occupy a 1,188 square meter facility on the site. The remaining 8,262 square meters of land are leased under a 49-year lease with the Israel Lands Administration, which is set to expire on September 14, 2047, with an option to extend for a further period of 49 years. Our principal engineering, research and development facilities occupy a 4,000 square meter facility on this site. Some of our manufacturing activities take place at this site as well. The rent for the initial 49-year term of each of these leases was prepaid in its entirety at the beginning of the lease terms as is customary in Israel for leases of property for industrial purposes from the Israel Lands Authority. Our rights under these leases, including the facilities built on the site, are pledged for the benefit of Bank Leumi Le-Israel Ltd. We lease an aggregate of 375.8 square meters in Tzur Ig'al, Israel, pursuant to a lease that is set to expire on February 28, 2014, with an option to extend it for an additional period of one year.

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Our majority owned subsidiary, Easy Park Ltd., leases from us office space at our site in Rosh Pina. Easy Park Ltd. also leases and subleases to a third party an aggregate of 137 square meters in Tel Aviv pursuant to a lease that is set to expire on April 14, 2014.

OTI America, Inc. leases an aggregate of 2,200 square feet of office space in Iselin, New Jersey pursuant to a lease that is set to expire on August 31, 2014.

OTI Africa (Pty) Ltd. owns an aggregate of 770 square meters of office space in Century City, South Africa.

ASEC leases 495 square meters of office space in Krakow, Poland, pursuant to a lease terminable by giving a six months’ prior notice, 143 square meters of office space in Warsaw, Poland, pursuant to a lease that is set to expire on April 28, 2016, 60 square meters of office space in another location in Warsaw, Poland pursuant to a lease that expires on April 30, 2013, and that will be extended for another five-year period, 56 square meters of office space in Lublin, Poland pursuant to a lease that expires on October 11, 2015 and 86 square meters office space in Warsaw together with 87 square meters of warehouse space pursuant to a lease that expires on May 2, 2016.

InterCard Systemelectronic GmbH owns an aggregate of 5,201 square meters of land in Bad Durrheim, Germany. The facility is pledged for the benefit of Bank Commerzbank in Germany.

The facility is used commercially for its manufacturing facility.

MCT leases office space in Futian in Causeway Bay, Hong Kong with an area of 132 square meters pursuant to a lease that is set to expire on May 13, 2013. The office space is used for administrative purposes.

PARX France leases an aggregate of 135 square meters of office space in Paris, France, pursuant to a nine-year lease that commenced January 2011. The lease includes an option to terminate once every three years by giving six months’ notice. ITEM 4A. UNRESOLVED STAFF COMMENTS Not Applicable. ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto contained in “Item 18. Financial Statements” of this annual report.The results of the discontinued operation and the cash flows from the discontinued operation have been removed from the results of continuing operations for all periods presented and are presented as a separate line item in the consolidated statements of operations and the consolidated statements of cash flows.

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A. OPERATING RESULTS Overview

Our three complete system product lines include:

We began to market components for incorporation into the products of OEMs with our acquisition of InterCard Systemelectronic in 2000. During 2010, 2011and 2012, product sales to

OEMs accounted for $5.9 million, $7.9 million and $6.0 million, respectively, of our total revenues. Sources of Revenue

We have historically derived a substantial majority of our revenues from the sale of our products, including both complete systems and OEM components. In addition, we generate revenues from licensing and transaction fees, and also, less significantly, from engineering services, customer services and technical support. A substantial majority of our revenues has been, and is likely to continue to be, from the sale of complete systems and their components. We anticipate that revenues from such sales will continue to represent a substantial part of our revenues in the future. During the past three years, the revenues that we have derived from sales and licensing and transaction fees have been as follows (dollar amounts in thousands):

• We design, develop and market turnkey solutions based, among others, on our secure contactless microprocessor-based smart card technology. Our headquarters and main research and development activities are in Israel. Our sales and marketing efforts are directed from our Israeli headquarters with sales support offices located in the Americas, Europe, Africa and Asia. Our packaging, assembly and manufacturing facilities are located in Israel and in Germany. We currently offer three lines of products, each of which constitutes a complete system, as well as components (such as smart cards and readers) that we sell to OEMs , other card manufacturers and companies for sale or incorporation into their own products.

• Smart ID Solutions. OTI’s solutions for credentialing, identifying and verifying individuals combine the capability to support biometric identification with the portability of smart cards. In 2007 we began to market our end-to-end e-ID smart card solutions and realized revenues from these assets. In 2007, we introduced and began to realize revenues from end to end e-ID smart card solution. Since 2009, we have been working with the government of Ecuador to supply a national electronic ID system (the “Ecuador National ID Project”). Since 2010, we have been working with the government of the United Republic of Tanzania on the Tanzania Driver’s License Project, through which we provide an electronic driver’s license system. Since 2011, we have been working with the Republic of Panama on the Panama Border Control Project, through which we provide E-visa and border control, a system for the issuance of biometric visa stickers and an electronic control border system.

• Payments Solutions. Our payments solutions include systems we offer financial institutions to replace cash, our EasyPark system and our mass transit payment system. Since 2004, we have been involved in MasterCard and Visa’s contactless programs, providing payments devices and readers. In 2011, we began initial deployments for COPNI. In 1998, we were awarded a contract for the first of our micropayments systems, an electronic parking payment system that we refer to as EasyPark. We began to deploy EasyPark in 2000 and completed deployment of the first system in June 2001. We have additional implementation of EasyPark in France, Belgium, Italy, the United States and Bermuda. We generate revenues from EasyPark through product sales and recurring transaction fees.

• Petroleum Systems. OTI’s EasyFuel is a wireless, cashless, card-less, and paperless fuel management and petroleum solution.It includes both GMS and our EasyFuel systems. In 2003 we introduced and began to realize revenues from EasyFuel. We are working through channel partners to leverage our customers’ sales and marketing networks and enhance their product offerings to their existing customers.

2010 2011 2012 Sales $ 49,590 92% $ 39,200 76% $ 34,920 87% Licensing and transaction fees 4,037 8% 12,055 24% 5,044 13% $ 53,627 100% $ 51,255 100% $ 39,964 100%

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Sales decreased by $10.4 million or 21% in 2011 compared to 2010 and decreased by $4.3 million or 11% in 2012 compared to 2011. The decrease in 2011 is mainly attributed to decrease in

sales related to the execution of the majority of the Ecuador National ID Project during 2010 and to the shortage we had in products available for sale due to a material decrease in production capacity and loss of inventory held by one of our main suppliers, located in Thailand, was severely affected by the flooding there in 2011, partially offset by increase of revenues generated from the Tanzania Driver’s License Project, which started generating significant revenues in 2011, and an increase in sales to OEMs . The decrease in 2012 is mainly attributed to a decrease in sales related to the execution of the BOT project in Tanzania during 2011 and OEM sales decrease, partially offset by revenues from the Panama Border Control Project. In 2010, 2011 and 2012, our largest customer, the Ecuadorian government, represented 53%, 16% and 12% of our total revenues, respectively. In addition, revenues from two other major customers, the Tanzanian and Panamanian governments, accounted for 14% and 0% for 2011 and 12% and 15%, for 2012 of the total revenues, respectively.

Licensing and transaction fees include single and periodic payments for manufacturing or distribution rights for our products, as well as licensing our intellectual property rights to

third parties. Transaction fees are paid by customers based on the volume of transactions processed by systems that contain our products. The increase in 2011 compared to 2010 is due to non-recurring license fees of $7 million we recognized from a license agreement with a corporation that is located in Asia and to a lesser degree an increase in transaction fees from the Warsaw Ticketing System project. The decrease of $7 million in 2012 compared to 2011 is due to the non-recurring license fees of $7 million we recognized in 2011 from a license agreement with a corporation that is located in Asia as mentioned above.

We expect to generate additional revenues from transaction fees in the future as the installation and usage of systems that contain our products become more widespread.

We have historically derived revenues from different geographical areas. The following table sets forth our revenues, by dollar amount (in thousands) and as a percentage of revenues

in different geographical areas, during the past three years:

Our revenues in 2011 from sales in Africa increased by $6 million, or 95% compared to 2010, due to increase in revenues in Tanzania. Our revenues in 2012 from sales in Africa decreased

by $2.8 million, or 22% compared to 2011 mainly due to a decrease in revenues of our projects in Tanzania. Our revenues in 2011 from sales in the Far East increased by $7.4 million, or 407% compared to 2010 and decreased by $8.1 million, or 87% in 2012 compared to 2011 mainly due to $7 million revenues recognized in 2011 for a license agreement with a corporation in Asia. In 2010 we recognized revenues of $28.3 million from the Ecuador National ID Project, which caused our sales in the Americas to decrease by $20.6 million, or 68% in 2011 compared to 2010, in 2012 revenues in the Americas increase by $4.3 million, or 45% compared to 2011 mainly in our Panama Border Control Project and an increase in sales of payments readers in the U.S., partially offset by decrease in related revenues to the Ecuador National ID Project. Our revenues derived from outside the U.S., which are primarily received in currencies other than the U.S. Dollar, will have a varying impact upon our total revenues, as a result of fluctuations in such currencies’ exchange rates versus the U.S. dollar.

Africa Europe Far East Americas Israel 2010 $ 6,368 12% $ 11,756 22% $ 1,817 3% $ 30,137 56% $ 3,549 7%2011 $ 12,396 24% $ 16,612 32% $ 9,214 18% $ 9,528 19% $ 3,505 7%2012 $ 9,607 24% $ 13,170 33% $ 1,163 3% $ 13,815 35% $ 2,209 5%

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Cost of Revenues and Gross Margin

Our cost of revenues, by revenue source, gross profit and gross margin percentage, for each of the past three years were as follows (dollar amounts in thousands):

________________________

Cost of sales. Cost of revenues relating to sales consists primarily of materials, as well as salaries, fees payable to subcontractors and related costs for our technical staff that assemble our products. The decrease of $523,000, or 2% in 2011 compared to 2010 is primarily the result of a decrease in our revenues from sales partially offset by increase in consumption of materials resulting from the change in the product revenues mix. The decrease of $4.2 million, or 17% in 2012 compared to 2011 resulted primarily from a decrease in our revenues from sales and from a decrease in consumption of materials resulting from change in the product revenues mix.

Cost of licensing and transaction fees. Cost of licensing and transaction fees revenues do not have directly attributable cost of revenues for the years ended 2010 and 2012. The

increase in 2011 is due to transaction costs in connection with a license agreement.

Gross margin. Gross margin decreased from 54% in 2010 to 51% in 2011 and to 50% in 2012. The changes in our overall gross margin are mainly attributed to a change in our revenue mix

Operating expenses

Our operating expenses and operating loss for each of the past three years were as follows (dollar amounts in thousands):

2010 2011 2012 Cost of revenues

Cost of sales $ 24,748 $ 24,225 $ 20,041

Cost of licensing and transaction fees - 714 -

Total cost of revenues $ 24,748 $ 24,939 $ 20,041

Gross profit $ 28,879 $ 26,316 $ 19,923 Gross margin percentage 54% 51% 50%

Year ended December 31, 2010 2011 2012 Operating expenses

Research and development $ 8,373 $ 9,163 $ 8,649 Selling and marketing 11,643 13,705 16,468 General and administrative 9,479 9,346 11,283 Amortization of intangible assets 575 507 211

Total operating expenses 30,070 32,721 36,611

Operating loss $ (1,191) $ (6,405) $ (16,688)

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Research and development. Our research and development expenses consist primarily of the salaries and related expenses of our research and development staff, as well as subcontracting expenses. All research and development costs are expensed as incurred. The increase of 790,000, or 9%, in 2011 compared to 2010 was primarily due to a $1.3 million increase in expenses related to salaries resulting from increase in the number of research and development employees in certain locations, increase in severance pay provision, the impact of the devaluation of the USD against the Israeli NIS and a $330,000 increase in subcontracting expenses mainly due to development of new products, partially offset by a $986,000 decrease in share-based compensation expenses. The decrease of $514,000, or 6%, in 2012 compared to 2011 is primarily attributed to a decrease in employment expenses resulting from the revaluation of the USD, a decrease in the number of research and development employees in certain locations and a $391,000 decrease in stock based compensation expense to employees and non-employees, partially offset by increase in severance pay provision. Our research and development expenses may increase in the future as we continue to develop new products and new applications for our existing products.

Selling and marketing. Our selling and marketing expenses consist primarily of salaries and substantially all of the expenses of our sales and marketing subsidiaries and offices in the United States, South Africa, Latin America, Asia and Europe, as well as expenses related to advertising, professional expenses and participation in exhibitions and tradeshows. The increase of $2.1 million, or 18%, in 2011 compared to 2010 was primarily due to a $633,000 increase in salaries resulting from increase in the number of selling and marketing employees in certain locations, increase in severance pay provision and the impact of the devaluation of the USD against the Israeli NIS, partially offset by decrease in expenses related to bonuses to sales and marketing employees (including certain executive officers) mainly due to the decrease in revenues, a $1.0 million increase in expenses related to the business operation of GANIS purchased in January 2011, the expansion of the Warsaw Ticketing System project compared to 2010 and market penetration of the new Easy Park device, a $406,000 increase in professional expenses resulting from marketing services for existing projects and future opportunities partially offset by a $242,000 decrease in share based compensation expenses to employees and non-employees. The increase of $2.8 million, or 20%, in 2012 compared to 2011 is primarily due to a provision for termination of the Company’s president in the amount of $2.4 million and termination of the Company's CEO in the amount of $568,000, increase in severance pay provision mainly due to increase in salary of the Company’s former CEO and the Company’s President , partially offset by a decrease due to the revaluation of the USD, a decrease in bonuses provisions to employees, and a $548,000 decrease in stock based compensation expenses to employees and non-employees. Our selling and marketing expenses may increase in the future as we continue to expand our local sales and marketing subsidiaries, open new offices and in the event that we hire additional personnel.

General and administrative. Our general and administrative expenses consist primarily of salaries and related expenses of our executive management and financial and administrative staff. These expenses also include costs of our professional advisors (such as lawyers and accountants), office expenses, insurance and vehicle expenses, which have collectively grown as a result of the growth in the scope, magnitude and complexity of our business, and provision for doubtful accounts. The decrease of $133,000, or 1%, in 2011 compared to 2010 was primarily due to a $618,000 decrease in expenses related to salaries resulting from decrease in bonuses to officers (including our CEO) partially offset by increase in severance pay provision and the impact of the devaluation of the USD against the Israeli NIS and a $405,000 increase in professional expenses. The increase of $1.9 million, or 21%, in 2012 compared to 2011 was primarily due to a provision for termination of the company's former CEO in the amount of $1.7 million, an increase in severance pay provision mainly due to increased salary of the Company's former CEO and a $843,000 increase in legal and other professional expenses, partially offset by decrease in expenses due to the revaluation of the USD and decrease in office expenses. General corporate and administrative expenses may increase in the future as we continue to expand our operations.

Amortization and impairment of intangible assets. The decrease of 68,000, or 12% in 2011 as compared to 2010 resulted from reduction in the amortization of intangible assets which became fully amortized during 2011 partially offset by an increase resulting from the acquisition of the business operation of GANIS in January 2011. The decrease of $296,000, or 58%, in 2012 compared to 2011 resulted from reduction in the amortization of intangible assets which became fully amortized in 2011.We have not incurred impairment charges in 2010, 2011 or 2012.

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Financing income (expenses), net Financing income consists primarily of interest earned on our investments in short term deposits, U.S. and Israeli treasury securities, corporate bonds and foreign exchange gains. Financing expenses consist primarily of interest payable on bank loans, bank commissions and foreign exchange losses. The increases in financing income of $272,000, or 81%, in 2011 compared to 2010 are due to an increase in interest earned on investments in debt securities and short term deposits and the decrease of $289,000, or 47%, in 2012 compared to 2011 resulting from a decrease in such income The decrease in financing expenses in 2011 compared to 2010 of $706,000, or 41%, is mainly due to decreases in guaranties commission and expenses resulting from the changes of the U.S. Dollar against the Israeli NIS and the EURO. Our financing expenses, net for each of the past three years, have been as follows (in thousands):

Net loss from continuing operations

The increase of $4.1 million, or 136%, in 2011 compared to 2010 is primarily due to a decrease in the Company’s gross profit, an increase in operating expenses mainly due to an increase in selling and marketing expenses, partially offset by a decrease in the financial expenses, net, as mentioned above. The increase of $10.5 million, or 148%, in 2012 compared to 2011 is primarily due to a decrease in the Company’s gross profit, an increase in the operating expenses mainly due to an increase in selling and marketing expenses, general and administrative expenses and finance expenses, net, as mentioned above.

Our net loss from continuing operations for each of the past three years has been as follows (in thousands):

Net loss from discontinued operations

In 2009 we sold our inlay production business, including machinery, or the Smartrac Transaction. The decrease in 2011 as compared to 2010 is primarily due to accruing closing and operational expenses relating to the Smartrac Transaction in periods prior to January 1, 2011. There were no material expenses related to the discontinued operation in 2011 and 2012.

Our net loss from discontinued operations for each of the past three years has been as follows (in thousands):

Year ended December 31, 2010 2011 2012

Financing income $ 337 $ 609 $ 320 Financing expenses (1,734) (1,028) (1,027)

Financing expenses, net $ (1,397) $ (419) $ (707)


Net loss from continuing operations $ (2,999) $ (7,093) $ (17,562)


Net loss from discontinued operations $ (3,292) $ - $ -

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Net loss

The increase in net losses of $802,000, or 13%, in 2011 compared to 2010 is primarily due to decrease in the Company’s gross profit and an increase in the operating expenses mainly due to increase in selling and marketing expenses, partially offset by a decrease in net loss from discontinued operations, and a decrease in the financial expenses, net, as mentioned above. The increase of $10.5 million, or 148% in 2012 compared to 2011 is primarily due to a decrease in the Company’s gross profit, an increase in the operating expenses mainly due to an increase in selling and marketing expenses, general and administrative expenses and finance expenses, net, as mentioned above.

Our net loss for each of the past three years has been as follows (in thousands):

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in the United States. Accordingly, we are required to make certain estimates, judgments and assumptions that we believe are reasonable based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and results of operations. To fully understand and evaluate our reported financial results, we believe it is important to understand our revenue recognition policy, our policy with respect to the impairment of goodwill, other intangible assets and long-lived assets, and our policy with respect to share-based compensation.

Revenue recognition. We recognize product sale revenues upon delivery, provided there is persuasive evidence of an arrangement and that the risks and rewards of ownership have transferred to the buyer, delivery has occurred, the fee is fixed or determinable and collection is probable and no further obligation exists. In the case of nonrecurring engineering, revenue is recognized upon completion of testing and approval of the customization of the product by the customer and provided that no further obligation exists.

In arrangements that contain multiple elements the Company implements, beginning after January 1, 2010, the guidelines set forth in Accounting Standards Update, or ASU, 2010-13. Such multiple element arrangements may include providing an IT solution, selling products (such as smart cards) and rendering customer services. Accordingly, the overall arrangement fee is allocated to each element (both delivered and undelivered items) based on their relative selling prices, evidenced by vendor specific objective evidence of selling price ("VSOE") or third party evidence of selling price ("TPE"). In the absence of VSOE and TPE for one or more delivered or undelivered elements in a multiple-element arrangement, the Company is required to estimate the selling prices of those elements. Such estimated selling price has been determined using a cost plus margin approach. Since the cost for each element in such arrangements were estimated reliably, the estimated selling price was calculated by multiplying the costs by an average gross margin applicable to each element. Once the standalone selling price for each element was determined, the consideration allocated to each element was recognized as revenues upon meeting the required criteria as described above.

In revenue arrangements that include software components, the Company implements, beginning after January 1, 2010, the guidelines set forth in ASU 2010-14. Accordingly, software revenue recognition is not applied for tangible products that contain both software and non-software components that function together to deliver the tangible product’s essential functionality.

2010 2011 2012

Net loss $ (6,291) $ (7,093) $ (17,562)

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The Company has applied the guidance described above for certain arrangements which include providing IT Solution, selling products and customer services. The total arrangement consideration is allocated proportionally to the separate deliverables in the arrangement using Estimated Selling Price for each component. The Company recognizes revenues from sale of its IT Solution and from certain long-term contract under the percentage of completion method. The Company measures the percentage of completion based on output or input criteria, as applicable to each contract. For the reported years the Company used in all of its projects output measures with respect to measuring the progress of completion based on milestones (i.e., contract milestones as stated in the agreement such as the delivery, installation or shipments of various deliverables) and operational sites (i.e., progress is measured as a percentage of the sites that are already operational, out of the total sites that are required to be operational under the agreement). Provisions for estimated losses on uncompleted contracts are made during the period in which such losses are first identified, in the amount of the estimated loss on the entire contract. Revenues and costs recognized on contracts in progress are subject to management estimates. Actual results could differ from these estimates.

We recognize revenues from customer services and technical support as the services are rendered ratably over the period of the related contract.

Licensing and transaction fees are recognized based on the volume of transactions or monthly licensing fees from systems that contain the Company’s products and usually bear no cost to the Company. In 2011, the Company engaged in a non-recurring sale of a perpetual non-exclusive license, in which it incurred certain costs to close the sale.

Our revenue recognition policies are consistently applied for all revenues recognized.

Goodwill and other intangible assets Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses

combination. Goodwill is reviewed for impairment at least annually, as of December every year. In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, which provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted this guidance in 2012. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement). Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

No impairment losses were recorded in 2010, 2011 and 2012.

Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets; generally three to fourteen years.

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Share based compensation. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated

fair values. ASC Topic 718, Compensation – Stock Compensation, or ASC Topic 718, requires estimating the fair value of share based payments awards on the date of the grant using an option pricing model. The Company usually uses the Black & Scholes option pricing model.

The critical assumptions relate to determining the expected life of the option, considering the outcome of service-related conditions (i.e., vesting requirements and forfeitures), expected volatility of the underlying stock as an estimate of the future price fluctuation for a term commensurate with the expected life of the option, expected dividend yield on the underlying stock, commensurate with the expected life of the option, and the risk-free interest rate commensurate with the expected term of the option.

ASC Topic 718 requires that the option pricing model used consider management’s expectations about the life of the option, future dividends, and stock price volatility. Both the volatility and dividend yield components should reflect reasonable expectations commensurate with the expected life of the option. To determine the expected volatility, we generally begin with calculating historical volatility over the most recent period equal to the expected life of the options. The expected dividend yield on the underlying stock for all relevant periods is zero since there is no history of paying dividends. The expected life of an employee stock option award was estimated based on reasonable facts and assumptions on the grant date.

These estimates incorporate significant judgment in determining the fair value of stock-based compensation awards.

During the years 2010, 2011 and 2012 part of the options were granted with a par value exercise price. Due to the par value nominal amount of NIS 0.1, the fair value of most of these options was estimated to be equal to the Company’s share price as of the day of grant. Recent accounting pronouncements

In December 2011, the FASB issued ASU 2011-11 Balance Sheet (Topic 210)-Disclosures about Offsetting Assets and Liabilities: The amendments in this ASU will enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. The Company will be required to apply the amendments for annual reporting periods beginning on January 1, 2013. It is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB released Accounting Standards Update 2013-02, Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive

Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. The Company will be required to apply ASU 2013-02 for annual reporting periods beginning on January 1, 2013.

In March 2013, the FASB released Accounting Standards Update 2013-05, Foreign Currency Matters - Parent’s Accounting for the Cumulative Translation Adjustment upon

Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). ASU 2013-05 prescribes accounting treatment for entities that cease to hold a controlling financial interest (as described in Subtopic 810-10) in a subsidiary or group of assets within a foreign entity when there is a cumulative translation adjustment balance associated with that foreign entity. ASU 2013-05 also prescribes accounting treatment for entities that lose a controlling financial interest in an investment in a foreign entity and those that acquire a business in stages by increasing an investment in a foreign entity from one accounted for under the equity method to one accounted for as a consolidated investment. The Company will be required to apply ASU 2013-05 for annual reporting periods beginning on January 1, 2014. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s consolidated financial statements.

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B. LIQUIDITY AND CAPITAL RESOURCES. RETURNS OF LOANS Our principal sources of liquidity since our inception have been sales of equity securities, borrowings from banks and cash from the exercise of options and warrants. We had cash and cash equivalents of $9.3 million as of December 31, 2012 and $12.5 million as of December 31, 2011. In addition, we had short-term investments (representing bank deposits, U.S. and Israeli treasury securities and corporate bonds) of $8.7 million as of December 31, 2012 (amount of $5.7 million have been pledged as security in respect of guarantees granted to third parties, loans and credit lines received from a bank) and $16.0 million as of December 31, 2011. On February 8, 2011, we closed a firm commitment underwritten public offering of 6,000,000 Ordinary Shares, including Ordinary Shares issued pursuant to the underwriters' over-allotment option, at a public offering price of $3.00 per Ordinary Share. The net proceeds for us were approximately $16.6 million. In May 2009, an Israeli court approved a repurchase program in a total amount of up to $2 million. Accordingly, we acquired during 2010 and 2011 an amount of 562,475 and 616,224 of our Ordinary Shares, respectively, for an aggregate purchase price of $1,136 and $864, respectively. We believe that our working capital is sufficient to meet our present requirements. We adhere to an investment policy which is intended to enable the Company to avoid being classified as a “passive foreign investment company” under United States law, or PFIC. That said, we cannot provide complete assurance that PFIC status will be avoided in the future. In addition, our investment policy requires investment in high-quality investment-grade securities.

Operating activities related to continuing operations. For the year ended December 31, 2012, net cash used in continuing operating activity was $4.5 million primarily due to a $17.6 million net loss, a $2.7 million increase in other receivables and prepaid expenses, a $295,000 gain on sale of property and equipment, and $258,000 in accrued interest and linkage differences, partially offset by a $5.6 million increase in other current liabilities mainly due to provisions for termination of senior employees, a $3.8 million decrease in trade receivables, net, a $1.8 million increase in trade payables, $1.5 million depreciation, a $1.2 million decrease in inventory, a $1.1 million increase in accrued severance pay, a $951,000 of stock based compensation issued to employees and others, and a $211,000 amortization of intangible assets. For the year ended December 31, 2011, net cash used in continuing operating activity was $10.9 million primarily due to a $7.1 million net loss, a $6.4 million increase in trade receivables, net, mainly due to consideration under a license agreement that is expected to be paid in the first half of 2012, a $3.7 million decrease in other current liabilities, a $452,000 increase in other receivables and prepaid expenses, $370,000 in accrued interest and linkage differences on long term loans, a $68,000 linkage difference on receivable from sale of operation and a $19,000 decrease in deferred tax liabilities, partially offset by a $2.2 million increase in trade payables, $1.9 million of stock based compensation issued to employees and others, $1.7 million in depreciation, a $657,000 increase in accrued severance pay, $507,000 amortization of intangible assets, and a $219,000 decrease in inventory. For the year ended December 31, 2010 net cash used in continuing operating activity was $6.9 million primarily due to a $7.0 million decrease in other current liabilities, mainly due to a decrease in advanced payment received from a customer in 2009 in connection with the commencement of a turnkey project for that customer, a $3.0 million net loss, a $2.7 million decrease in trade payables and a $2.4 million increase in inventory, partially offset by $3.4 million of stock based compensation issued to employees and others, $1.6 million depreciation, a $1.5 million decrease in trade receivables, a $892,000 decrease in other receivables and prepaid expenses, $575,000 amortization of intangible assets, our recognition of $164,000 accrued interest and linkage differences on long term loans and a $111,000 increase in accrued severance pay.

Operating activities related to discontinued operations. For the year ended December 31, 2012, net cash used in discontinued operation activities was $150,000. For the year ended

December 31, 2011, net cash used in discontinued operating activities was $539,000. For the year ended December 31, 2010, net cash used in discontinued operating activities was $3.3 million. All such expenses relate to the Smartrac Transaction.

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Investing and financing activities related to continuing operations. For the year ended December 31, 2012, net cash provided by continuing investing activities was $2.6 million, mainly due to $17.7 million in proceeds from the maturity and sale of short term investments and $299,000 proceeds from sale of property and equipment, partially offset by a $10.4 million investment in short term investments, a $3.9 million investment in restricted deposit for employees benefit, a $1.0 million purchase of property and equipment and a $100,000 acquisition of a business operation. For the year ended December 31, 2011, net cash used in continuing investing activities was $8.8 million, mainly due to a $14.7 million investment in short term investments, a $1.2 million purchase of property and equipment and a $400,000 acquisition of business operation, partially offset by $7.4 million in proceeds from the maturity and sale of short term investments and $93,000 in proceeds from sale of property and equipment. For the year ended December 31, 2010, net cash used in continuing investing activities was $5.7 million, mainly due to $5.2 million investment in available-for-sale securities, a $2.3 million purchase of property and equipment and a $186,000 payment of contingent consideration in connection with the purchase of a subsidiary, partially offset by $2.0 million proceeds from maturity and sale of available-for-sale securities.

For the year ended December 31, 2012, net cash used in continuing financing activities was $1.4 million mainly due to a $3.5 million repayment of long-term bank loans, partially offset by

a $1.7 million increase in short-term bank credit, net, $390,000 in proceeds from long term bank loans, and a $12,000 in proceeds from the exercise of options and warrants. For the year ended December 31, 2011, net cash provided by continuing financing activities was $15.1 million mainly due to $16.6 million in proceeds from issuance of shares, net of issuance expenses, $2.8 million in proceeds from long term bank loans, and $208,000 in proceeds from the exercise of options and warrants partially offset by a $2.1 million repayment of long-term bank loans, a $1.5 million decrease in short-term bank credit, net, and a $864,000 payments to acquire treasury shares. For the year ended December 31, 2010, net cash provided by continuing financing activities was $2.3 million mainly due to $4.7 million proceeds from long term bank loans and $80,000 proceeds from exercise of options and warrants, partially offset by $1.1 million in payments to acquire treasury shares, a $1.0 million repayment of long-term bank loans and a $311,000 decrease in short-term bank credit, net.

Investing activities related to discontinued operations. For the years ended December 31, 2011 and 2010, net cash provided by discontinued investing activities was $2.4 million and

$2.3 million, respectively, due to payments received related to the sale of assets to SMARTAC group in the assets sale agreement. For the year ended December 31, 2012 we didn't have cash provided by discontinued activities.

Over the past few years we had negative cash flow from operations. In 2012 and 2011 we had a negative cash flow from operation of $4.5 million and $10.9 million, respectively. We may

continue to suffer from negative cash flow from operation. We are looking for ways to increase our cash resources, such as capitalize on our patent portfolio, sales of assets or parts of our business or raising funds. In addition, we are looking for ways to reduce our financial expenses, including repayment of debt instruments.

Market Risks

Market risks relating to our operations result primarily from changes in interest rates and currency fluctuations. In order to limit our exposure, we may enter, from time to time, into various non-speculative derivative transactions. Our objective is to reduce exposure and fluctuations in earnings and cash flows associated with changes in interest rates and foreign currency rates. We do not use financial instruments for trading purposes. Interest Rate Risks

We are exposed to market risks resulting from changes in interest rates, primarily in connection with our loan obligations to banks. We do not currently use derivative financial instruments to limit exposure to interest rate risk. As of December 31, 2012, we had long-term loan obligations of $4.4 million, the vast majority of which is subject to variable interest rates. Of this amount, $1.5 million was denominated in USD, $1.1 million was denominated in Euros, $955,000 was denominated in Polish Zloty, $721,000 was denominated in NIS, and $82,000 was denominated in South African Rand. These loans will be repaid during the next eight years. The carrying values of the loans are equivalent to or approximate their fair market value as they bear interest at approximate market rates.

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Impact of Inflation and Currency Fluctuations

Our functional and reporting currency is the U.S. dollar. We generate a significant portion of our revenues and we incur some of our expenses in other currencies. As a result, we are exposed to the risk that the rate of inflation in countries in which we are active other than the United States will exceed the rate of devaluation of such countries’ currencies in relation to the dollar or that the timing of any such devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies compared to the dollar, and we cannot assure you that we will not be adversely affected in the future.

The annual rate of inflation in Israel was 1.6% in 2012, 2.2% in 2011, and 2.7% in 2010. The NIS revaluated by approximately 2.3%and 6.0% in 2012 and 2010, respectively, against the U.S. Dollar and devaluated by approximately 7.7% in 2011 against the U.S. Dollar.

The functional currency of InterCard Systemelectronic, Inseal SAS and PARX France is the Euro, of ASEC is the Polish Zloty, of OTI Africa is the South-African Rand and of MCT is the Chinese Yuan Renminbi. Significantly all of these subsidiaries’ revenues are earned, and significantly all of their expenses are incurred, in their functional currencies. To the extent that there are fluctuations between the Euro, the Polish Zloty, the South-African Rand and/or the Chinese Yuan Renminbi against the U.S. dollar, the translation adjustment will be included in our consolidated statements of changes in equity and will not impact the consolidated statements of operations. We cannot assure you that we will not be adversely affected in the future. Corporation Tax Rate

Under Israeli law, the corporation tax rates applicable as from the 2010 tax year are as follows: In the 2010 tax year – 25%, in the 2011 tax year – 24% and as from the 2012 tax year the corporation tax rate will be 25%. As of December 31, 2012, our net operating loss carry-forwards for Israeli tax purposes amounted to approximately $127.1 million. Under Israeli law, net operating losses can be carried forward indefinitely and offset against certain future taxable income. Since we have incurred tax losses through December 31, 2012, we have not yet utilized the tax benefits for which we are eligible under the “Approved Enterprise” status. $4.5 million of our investment programs in buildings, equipment and production facilities have been granted “Approved Enterprise” status and we are, therefore, eligible for a tax exemption under the Law for the Encouragement of Capital Investments, 1959. Subject to compliance with applicable requirements, the portion of our income derived from the “Approved Enterprise” programs is tax-exempt for a period of the earliest of (1) ten years commencing in the first year in which it generates taxable income, (2) 14 years from the date of approval or (3) 12 years from the date of beginning of production. If we do not comply with these requirements, the tax benefits may be cancelled and we may be required to refund the amount of benefits received, in whole or in part, with the addition of linkage differences to the Israeli consumer price index and interest. As of the date of this annual report, we believe that we are in compliance with these conditions. Government of Israel Support Programs

Until 2005 we participated in programs offered by the Office of the Chief Scientist of the Ministry of Industry and Trade (“OCS”) that support research and development activities. Under the terms of these programs, a royalty of 3.5% of the sales of products must be paid to the OCS, beginning with the commencement of sales of products developed with grant funds and ending when the dollar value of the grant is repaid. In 2006 we decided to cease our participation with the OCS.

Royalties payable with respect to grants received under programs approved after January 1, 1999, however, will be subject to interest on the dollar-linked value of the total grants received at an annual rate of LIBOR applicable to dollar deposits. As of December 31, 2012, we have received a total of $4.0 million from the OCS net of royalties paid to it (or accrued for). The terms of Israeli government participation also require that the manufacturing of products developed with government grants be performed in Israel, unless the OCS has granted special approval. If the OCS consents to the manufacture of the products outside Israel, we may be required to pay increased royalties, ranging from 120% to 300% of the amount of the OCS grant, depending on the percentage of foreign manufacture. These restrictions continue to apply even after we have paid the full amount of royalties payable in respect of the grants. Based upon the aggregate grants received to date, we expect that we will continue to pay royalties to the OCS to the extent of our sales of our products and related services for the foreseeable future. Separate OCS consent is required to transfer to third parties technologies developed through projects in which the government participates. These restrictions do not apply to exports from Israel of products developed with these technologies.

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C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Discussed above in “Item 4.B. Business Overview.” D. TREND INFORMATION

Discussed above in Item 5.A. “Operating Results.” E. OFF BALANCE SHEET ARRANGEMENTS

None. F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

As of December 31, 2012, we and our subsidiaries had contractual obligations which are expected to affect our consolidated cash flow in future periods as follows (in thousands):

We are also required to pay royalties to the Office of the Chief Scientist as discussed above in Item 5.B, “Liquidity and Capital Resources”. The total amount of grants received, until

December 31, 2012, net of royalties paid, is approximately $4.0 million, including interest. Timing of payment of this liability is dependent on our sales.

Our liability for severance pay for some of our Israeli employees is calculated pursuant to Israeli Severance Pay Law of 1963, or the Severance Pay Law, based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. Those employees are entitled to one month’s salary for each year of employment or a portion thereof. Certain senior executives are entitled to receive additional severance pay. Our liability for those Israeli employees is provided for partially by monthly deposits to insurance policies and/or pension funds and partially by an accrual. In respect of other Israeli employees, the Company has an approval from the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Severance Pay Law, according to which the severance pay deposits to insurance policies and/or pension funds in the names of such employees exempt the Company from any additional obligation which may otherwise exist under the Severance Pay Law towards these employees, with regards to the salary for which such deposits are made and in respect of the employment period for which they are made. The value of the severance pay deposits in these policies and funds is recorded as an asset in our balance sheet. The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. Our total liability, net of deposited funds, as of December 31, 2012, was $4.2 million. Timing of payment of this liability is dependent on the date of termination of the employees. In addition, we have made a provision for termination in the amount of $4.7 million in connection with the termination of our former CEO and Chairman and our president, as discussed above in Item 5.A, “Operating Results”. These amounts together with our total liability of $4.2 million are not included in the table above.

Less than 1 year 1-3 years 3-5 years More than 5 years Total Operating lease obligations $ 440 $ 575 $ 423 $ - $ 1,438 Long-term debt loans $ 2,165 $ 674 $ 549 $ 1,001 $ 4,389

Total $ 2,605 $ 1,249 $ 972 $ 1,001 $ 5,827

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For additional information on our contractual obligations as of December 31, 2012, under long-term bank loans and operating leases, see Notes 9 and 10 to our consolidated financial

statements. For a description of liens on our assets see Note 10C to our consolidated financial statements. ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A. DIRECTORS AND SENIOR MANAGEMENT

The following table sets forth certain information concerning our current directors and executive officers

(1) Compensation committee member (2) Audit committee member (3) Independent director (4) Corporate governance committee member (5) Patent committee member

Name Age Position

Dimitrios Angelis (3)(4)(5) 43 Chairman of the board

Charles M. Gillman (3)(4)(5) 42 Director

Dilip Singh (3)(4) 64 Director

Eileen Segall (1)(2)(3)(4) 34 Director

Jeffrey E. Eberwein (1)(2)(3) 42 Director

John Knapp (1)(3) 61 Director

Mark Stolper (2)(3) 41 Director

Oded Bashan * 66 Director

Richard Kenneth Coleman (3)(4) 56 Director

Ronnie Gilboa 57 Director

Ofer Tziperman 51 Chief Executive Officer

Ohad Bashan ** 42 President, Chief Marketing Officer; Chief Executive Officer, OTI America, Inc

Tanir Horn 37 Chief Financial Officer

Nehemya Itay 64 Vice President - Hardware Engineering

David Azoulay 48 Chief Operation Officer

Amir Eilam 34 Vice President – Research and Development

* On April 26, 2013 the Board of Directors decided to replace Mr. Bashan as chairman of the Board of Directors with Mr. Dimitrios Angelis, effective immediately.

** Based on an advanced notice delivered to the Company by Mr. Ohad Bashan, Mr. Bashan's positions specified herein shall terminate on June 23, 2013.

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Dimitrios Angelis has served as a director since December 30, 2012, and on April 26, 2013, was appointed by the Company’s Board of Directors as the Chairman of the Board of

Directors instead of Mr. Oded Bashan. On April 30, 2013, Mr. Angelis was appointed as the Chairman of OTI America, Inc., OTI Africa (Pty) Ltd., Easy Park Ltd., Easy Park Israel Ltd. and PARX Ltd., Digoti Ltd., and of PARX France S.A.S and a director of ASEC. Mr. Angelis is the General Counsel of Wockhardt Inc., a biologics and pharmaceutical company (generics) since 2012. From 2008 to 2012 Mr. Angelis was a senior counsel in Dr. Reddy’s Laboratories, Ltd., a publicly traded pharmaceutical company, and during 2008 he was the Chief Legal Officer and Corporate Secretary of Osteotech, Inc., a publicly traded medical device company with responsibility for managing the patent portfolio (approximately 42 patents). Prior to that, Mr. Angelis worked in the pharmaceutical industry in various corporate, strategic and legal roles. In addition, he has also worked for McKinsey & Company, Merrill Lynch, and the Japanese government. He began his legal career as a transactional associate with law firm Mayer Brown. Mr. Angelis holds a B.A. in Philosophy and English from Boston College (1992), a M.A. in Behavioral Science from California State University (1994) and Juris Doctor, New York University School of Law (2001).

Charles M. Gillman has served as a director since December 30, 2012. On April 30, 2013, Mr. Gillman was appointed as a director of OTI America, Inc., OTI Africa (Pty) Ltd., Easy Park Ltd., Easy Park Israel Ltd., PARX Ltd., Digoti Ltd., PARX France S.A.S. and of ASEC. In June 2001, Mr. Gillman was employed by Nadel and Gussman, LLC (“NG”) to serve as portfolio manager of certain investment portfolios of NG and its related family interests. NG is a management company located in Tulsa, Oklahoma that employs personnel for business entities related to family members of Herbert Gussman. In June 2002, Mr. Gillman founded Value Fund Advisors, LLC (“VFA”) to serve as investment advisor to certain NG family related assets. VFA discontinued its role as investment advisor to these assets in December 2008. In December 2008, Mr. Gillman entered into an employment agreement with NG to provide portfolio management services to NG. Pursuant to this employment agreement, Mr. Gillman serves as Portfolio Manager of certain NG and family assets. Mr. Gillman began his career as a strategic management consultant for McKinsey & Company, New York, where he worked to develop strategic plans for business units of companies located both inside the United States and abroad. Thereafter and prior to joining NG, Mr. Gillman held a number of positions in the investment industry and developed an expertise in the analysis of companies going through changes in their capital allocation strategy. Mr. Gillman holds a B.S., summa cum laude, from the Wharton School of the University of Pennsylvania. In addition, Mr. Gillman currently serves on the boards of directors of Digirad Corporation (NASDAQ:DRAD). He also serves on the Board of the Penn Club of New York, the private charitable gaming company Littlefield Corp, and the the private medication management company CompuMed, Inc. Mr. Gillman previously served as a director of InfuSystem Holdings, Inc. (NYSEAMEX:INFU), MRV Communciations, Inc. (PINK:MRVC), and Aetrium, Inc. (NASDAQ:ATRM).

Dilip Singh has served as a director since December 30, 2012. Mr. Singh has 40 plus years of operational executive management and board experience with global Fortune 500 telecom carriers, entrepreneurial start-ups and early stage telecom software companies, network equipment providers and a venture capital firm. Mr. Singh currently serves as a director of Concurrent Computer Corporation, a video solutions and real-time products company. Mr. Singh recently served as the CEO, President and a director of InfuSystem Holdings Inc., a healthcare service company. Previously, Mr. Singh served as the CEO and a director of MRV Communications, communication equipment and Services Company, and CEO of Telia-Sonera Spice Nepal, a large Asian mobile operator. He also served as President and Chief Executive Officer of Telenity, Inc., a convergence applications, service delivery platform and value added services telecom Software Company, and president of NewNet, a telecom infrastructure software startup, which was acquired by ADC Telecommunications Inc. where he served as the president of ADC’s software systems division. Prior, Mr. Singh was Executive Chairman of IntelliNet and an entrepreneur in residence with MC Venture Partners. Prior, Mr. Singh was an executive director at Sprint Corporation, where he directed strategic planning and development of intelligent network infrastructure services. Prior to Sprint, he co-founded United Database Corporation, a start-up that led the introduction of yellow pages in three major metropolitan cities in India. Mr. Singh began his career as an executive telecommunication consultant with AlcatelLucent switching systems division in the United States, England, Germany and Italy for over 10 years. Mr. Singh earned a Master’s Degree in Electronics and Electrical Communication Engineering from the Indian Institute of Technology and a Master’s of Science in Physics from the University of Jodhpur.

Eileen Segall has served as a director since December 30, 2012. Ms. Segall is the Founder and General Partner of Tildenrow Partners, LP, a private investment partnership, and sole

managing member of Tildenrow Advisors, LLC, New York, New York, an investment advisory firm (2006 to present). Ms. Segall is a value investor with more than twelve years of professional experience analyzing companies from a financial and corporate strategic perspective. Previously, from 2003 to 2006, Ms. Segall was an assistant Portfolio Manager and Director of Research at Nicusa Capital Partners, LP. Prior to portfolio management, from 2000 to 2002, Ms. Segall covered publicly traded equities in the Telecommunications Equipment industry as an equity Research Associate at Robertson Stephens, Inc. investment bank. Ms. Segall holds a B.S. in Materials Science and Engineering from the Massachusetts Institute of Technology (M.I.T.) (2000).

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Jeffrey E. Eberwein has served as a director since December 30, 2012. Mr. Eberwein has 20 years of Wall Street experience and is the Founder and Chief Executive Officer of Lone Star

Value Investors, LLC, an investment firm (“Lone Star”). Prior to founding Lone Star in January 2013, Mr. Eberwein was a Portfolio Manager at Soros Fund Management from January 2009 to December 2011 and Viking Global Investors from March 2005 to September 2008. Mr. Eberwein is Chairman of the Board of Digirad Corporation, a medical imaging company. Mr. Eberwein also serves as a director of The Goldfield Corporation, NTS, Inc. and Aetrium Incorporated. Mr. Eberwein is the Treasurer and serves on the Executive Committee of the Board of Hope for New York, a 501(c)(3) organization dedicated to serving the poor in New York City. Mr. Eberwein earned an MBA from The Wharton School, University of Pennsylvania and a BBA with High Honors from The University of Texas at Austin.

John Knapp has served as a director since December 30, 2012. Mr. Knapp has been the President and principal shareholder of Andover Group, Inc. since 1978. Andover’s two main business lines are real estate development and investment management. In October 2005, Mr. Knapp became CEO of ICO, Inc. (NASDAQ: ICOC) and served in that capacity, as well as a Director, until April 2010, when ICO was acquired by A. Schulman, Inc. (NASDAQ: SHLM) for a significant premium. During Mr. Knapp's tenure as CEO of ICO, the firm grew annual revenues from $250 million to over $400 million and the stock price rose from approximately $2.50 per share to over $8 per share. Mr. Knapp, through Andover Group, Inc., was a partner in San Juan Partners, LLC which in 1998 acquired Burlington Resources Coal Seam Royalty Trust (NYSE: BRU) for $100 million, the assets of which were subsequently sold at a significant premium. Mr. Knapp is a CFA and serves as a partner of CCM Opportunistic Partners, an investment fund that invests with emerging managers. Mr. Knapp has served as a trustee of Annunciation Orthodox School in Houston, and is currently a trustee of the Armand Bayou Nature Center. Mr. Knapp is an honors graduate of Williams College.

Mark Stolper has served as a director since December 30, 2012. Mr. Stolper has served as the Executive Vice President and Chief Financial Officer of RadNet, Inc. (NASDAQ: RDNT) the largest owner and operator of freestanding medical diagnostic imaging centers in the United States, since 2004. At RadNet, Mr. Stolper is responsible for all accounting, finance, reimbursement operations, investor relations, treasury and related financial functions. Prior to joining RadNet, Mr. Stolper had diverse experiences in investment banking, private equity, venture capital investing and operations. Mr. Stolper began his career as a member of the corporate finance group at Dillon, Read and Co., Inc., executing mergers and acquisitions, public and private financings and private equity investments with Saratoga Partners LLP, an affiliated principal investment group of Dillon Read. After Dillon Read, Mr. Stolper joined Archon Capital Partners, which made private equity investments in media and entertainment companies. Mr. Stolper also worked for Eastman Kodak, where he was responsible for business development for Kodak's Entertainment Imaging subsidiary ($1.5 billion in sales). Mr. Stolper was also co-founder of Broadstream Capital Partners, a Los Angeles-based investment banking firm focused on advising middle market companies engaged in financing and merger and acquisition transactions. Mr. Stolper graduated Magna Cum Laude with a liberal arts degree from the University of Pennsylvania and a finance degree from the Wharton School. Mr. Stolper also has a postgraduate Award in Accounting from UCLA.

Oded Bashan co-founded the Company in 1990 and since that time has continued to serve as our Chief Executive Officer until December 11, 2012 and as the Chairman of the Board of

Directors until April 26, 2013. Prior to founding the Company, he served as the president of Electo-Galil, an Israeli manufacturer of radio frequency identification cards, from 1984 to 1990. Until April 30, 2013, Mr. Bashan acted as the Chairman of OTI America, Inc., OTI Africa (Pty) Ltd., Easy Park Ltd., Easy Park Israel Ltd., PARX Ltd., Digoti Ltd., and of PARX France, and a director of ASEC. Mr. Bashan is Chairman of SoftChip Technologies (3000) Ltd., SoftChip Israel Ltd., President of InSeal SAS, and director of Millennium Card’s Technology Ltd. ,our Chinese joint venture and Z.H.R. Industrial Park Company Ltd. On December 23, 2012 Mr. Bashan submitted his letter of resignation, resigning from his respective positions in the Company and its subsidiaries, effective June 23, 2013, except for his position as a director in the Company. In 1997, Mr. Bashan was awarded the Leading Businessman Award in Management, Business and Economics by the Israeli Institute of Public Opinion. Mr. Bashan is currently a member of the trustee committee of the Tel-Chai College. Mr. Bashan holds both a B.Sc and an M.Sc. in economics and business management from the Hebrew University of Jerusalem.

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Richard Kenneth Coleman serves as a director since December 30, 2012. Richard K. Coleman, Jr. is the founder and President of Rocky Mountain Venture Services (RMVS). He brings

to the board almost 40 years’ executive leadership and operations experience in the high tech sector. As a private investor and advisor, Mr. Coleman helps companies develop and execute strategic changes, often serving as an interim executive and/or board member. His clients have ranged from Fortune 500 companies to first phase start-ups. Previously he served as CEO of Vroom Technologies, a Customer Relationship Management (CRM) software company and as Chief Operating Officer of Canadian telecom start-up, MetroNet Communications, where he led the company through its nationwide expansion and Initial Public Offering (IPO). Mr. Coleman previously was President of US West’s Long Distance Division and held senior executive positions with Frontier Telecommunications and Centex Telemanagement. From 1983 to 1992, Mr. Coleman held multiple positions with Sprint Corporation, culminating in his appointment to lead the company’s Technology Management Division. Mr. Coleman began his career as an Air Force Telecommunications Officer managing Department of Defense R&D projects. He has served as an Adjunct Professor for Regis University’s Graduate Management program and is a guest lecturer for Denver University, focusing on leadership and ethics. Mr. Coleman has significant board level experience, having served on a number of private, public, and non-profit boards. He currently serves on the Boards of three public technology companies: NTS Inc. (a telecommunications service company - Chairman of the Technology Strategy Committee), our Company and Aetrium, Inc. (develops hardware and software test and compliance solutions for the semiconductor industry). Mr. Coleman holds a B. S. Degree from the United States Air Force Academy, an M.B.A. from Golden Gate University, and is a graduate of the United States Air Force Communications Systems Officer School.

Ronnie Gilboa co-founded the Company in 1990 and has continued to serve as a director since that time. From 1990 to the end of 2001 he served as Vice President R&D and since that

date until December 2, 2012 he served as our Vice President-Projects. Until April 30, 2013, Mr. Gilboa served on the Board of Directors of OTI America, Inc., ASEC, OTI Africa Ltd., Easy Park Ltd., Easy Park Israel Ltd., and PARX Ltd. Mr. Gilboa serves on the Board of Directors of Softchip Technologies (3000) Ltd., SoftChip Israel Ltd. and Origin GPS Ltd. Prior to founding the Company, Mr. Gilboa was the manager of research and development at Electo-Galil, an Israeli manufacturer of radio frequency-based identification cards, from 1984 to 1990. Mr. Gilboa holds a B.Sc. in Electrical Engineering from the Technion - Israeli Institute of Technology.

Mr. Tziperman has served as our Chief Executive Officer since March 7, 2013. Mr. Tziperman brings over 20 years of managerial experience in the international high-tech industry. He originally joined the Company in 1995, where for nearly five years as VP Marketing and Sales he played a major role in turning the Company into an international organization with subsidiaries and distributors around the world. He was deeply involved in the Company's initial public offering in 1999 in Germany. Mr. Tziperman left the Company in 2000 to co-found LocatioNet Systems Ltd., where he served as its CEO and President. In this capacity he led LocatioNet Systems to become one of the pioneering technology providers in the Location-based Services market. During this period, Mr. Tziperman gained practical experience in monetizing the LocatioNet patents. Mr. Tziperman is an ex-attorney and practiced commercial and business law. In 2001, the World Economic Forum honored Mr. Tziperman as a 'Technology Pioneer'. In 2011, Mr. Tziperman re-joined the Company to lead its global parking business as the President of PARX Ltd. On April 30, 2013, Mr. Tziperman was appointed as a director of OTI America, Inc., OTI Africa (Pty) Ltd., Easy Park Ltd., Easy Park Israel Ltd., PARX Ltd., Digoti Ltd., PARX France S.A.S. and of ASEC. He is a co-inventor of four new patent applications in the field of car parking. Mr. Tziperman holds an LLB degree from the Faculty of Law at Tel Aviv University, and is graduated from the Israeli Navy's Naval Officers Academy.

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Ohad Bashan serves as our President (since August 2007), and as our Chief Marketing Officer and prior to that as our Head of Global Marketing and Strategy Development (since June

2000). Mr. Bashan also serves as the Chief Executive Officer of OTI America, Inc. (since 1998). Until April 30, 2013, Mr. Bashan served as a member of the Board of Directors of OTI America, PARX Ltd., ASEC and Digoti Ltd. Mr. Bashan serves as a member of the Board of Directors of Millennium Card’s Technology Ltd., our Chinese joint venture. From 1996 to August 1998, he was our business development manager. On December 23, 2012 Mr. Bashan submitted his letter of resignation, resigning from his respective positions in the Company and its subsidiaries, effective June 23, 2013. Mr. Bashan holds a B.A. in business from the College of Business Management, Tel Aviv, with specializations in marketing and finance, and an M.B.A. from Pepperdine University, California. Ohad Bashan is the son of Oded Bashan.

Tanir Horn serves as our Chief Financial Officer since October 2008. Ms. Horn is a Certified Public Accountant and has been with OTI since 2006, acting first as a Deputy CFO of OTI’s joint venture in China and then as OTI’s controller at its headquarters in Israel. Prior to joining OTI, Ms. Horn worked as an examiner for large enterprises at the head office of the Income Tax Division of the Israeli Treasury from 2001 until 2006. Ms. Horn holds a B.A. in Business Administration and Accountancy from College of Business Management, Tel Aviv, and has been a lecturer and instructor on taxation laws since 2002 in colleges and for the Tax Division of the Israeli Treasury.

Nehemya Itay serves as our Vice President-Hardware Engineering, having served in that position since July 1995. From 1990 to July 1995, he was employed by us as a research and development engineer. Mr. Itay served as a director from 1991 to July 1999. Mr. Itay is a member of the Joint Task Committee of the International Standards Organization on standards for contactless smart cards. Prior to joining us, Mr. Itay was a hardware development engineer at Electo-Galil, an Israeli manufacturer of radio frequency-based identification cards, from 1986 to 1990. From 1982 to 1985, Mr. Itay was a hardware electronic engineer at Elscint, an Israeli technology company. Mr. Itay holds a B.Sc. in electrical engineering from the Technion - Israeli Institute of Technology and an M.A. in Electronics from Drexel University, Philadelphia.

David Azoulay has served as the Chief Operating Officer since January 2005. Between 1989-2004 Mr. Azoulay worked at U.S.R. Electronic System, a leading EMS company, starting as a production manager and advancing to logistics manager. Mr. Azoulay holds a B.A. in Industrial Management and an MBA, both from University of Derby.

Amir Eilam has served as our Vice President of Research and Development since February 2012. Mr. Eilam has been with OTI since 2005, acting first as embedded software engineer,

and then as manager of the Firmware and Petroleum departments. Mr. Eilam specializes in OS design for our company’s embedded products. He holds a B.Sc. in Electronics Engineering from Ort Brauda College of engineering in Israel.

Except for Ohad Bashan, our President, Chief Marketing Officer, and Chief Executive Officer of OTI America, Inc., who is the son of Oded Bashan, our co-founder and chairman of our

Board of Directors, none of our directors or executive officers has any family relationship with any other director or executive officer.

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B. COMPENSATION Executive Compensation

The aggregate compensation paid or accrued by us and our subsidiaries to our executive directors and executive officers listed above under “Management,” for the year ended December 31, 2012 was $7,958,897. This amount includes approximately $5,631,073 set aside or accrued to provide for termination, pension, severance, retirement or similar benefits or expenses, but does not include business travel, professional and business association dues and expenses reimbursed to officers, and other benefits commonly reimbursed or paid by companies in Israel. The Company is now reviewing the legality and interpretation for the above mentioned terms of agreement. During 2012 our non-executive directors were reimbursed for their expenses for each board meeting attended and in addition receive compensation for their service on the board. Our executive directors do not receive separate compensation for their service on the Board of Directors or any committee of the Board of Directors. The aggregate amount paid by us to our non-executive directors during 2012, who were Eliezer Manor, Ora Setter, Eli Akavia, Ra'anan Ellran, David P. Stone and Mark Green, was $258,492. Directors’ Compensation

We currently pay no compensation to our non-executive directors.

We plan to bring to shareholders vote a monetary and equity based compensation to our non-executive directors.

See “Item 6.E. Share Ownership” for information on beneficial ownership of our shares by our directors and executive officers. We have no outstanding loans to any of our directors or executive officers. Employment Agreements

We maintain written employment and related agreements with all of our office holders. These agreements provide for monthly salaries and contributions by us to executive insurance

and vocational studies funds. Certain salaries of our Israel-based officers are denominated by dollars, and are being converted into NIS at a fixed conversion rate of $1 = NIS4.3. The employment agreements of certain office holders provide that we may give the employee an annual bonus in accordance with targets to be determined by our compensation committee by December 31 of each calendar year in respect of the following year. In determining the amount of the bonus, the compensation committee and the board of directors must relate it to our revenues or profits, as applicable to the employee. If justifiable in light of our quarterly financial results, we may make advances on bonus payments pursuant to a resolution of our board of directors. All of our office holders’ employment and related agreements contain provisions regarding noncompetition, confidentiality of information and assignment of inventions. The enforceability of covenants not to compete in Israel is unclear.

Agreement with Ofer Tziperman. The employment agreement of Mr. Tziperman with Company’s subsidiary, Parx Ltd., dated January 1, 2011 provides that Mr. Tziperman shall act as Parx' President for a non-determined period. Either party may terminate the employment upon a 90 days advance notice. In the event of termination (by either party), Mr. Tziperman is entitled to receive severance pay equal to twice the statutory rate of one month’s current salary multiplied by the number of years of employment, unless the termination occurs as a result of circumstances depriving him of the right to severance pay at law or as a result of a breach of fiduciary duty or a material breach of his undertakings. Under the employment agreement Mr. Tziperman was granted stock options of Parx equivalent to four percent (4%) of the then outstanding shares of Parx Ltd., vested in equal annual installments during a four year vesting period, subject to acceleration in the event Parx Ltd. offers its shares to the public (IPO), or is merged, acquired or sold to a third party (“Sale Event”). If before such Sale Event, Parx allocates additional shares, it will allocate to Mr. Tziperman additional stock options necessary to preserve his right to acquire four percent (4%) of the outstanding shares of Parx Ltd. immediately before such Sale Event. On March 7, 2013 the Company’s board of directors appointed Mr. Tziperman as the Company’s Chief Executive Officer. Until Mr. Tziperman's agreement is amended and approved at the Company’s general shareholders meeting, his current agreement shall govern his position and terms as the Company’s Chief Executive Officer.

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Agreement with Oded Bashan. On December 23, 2012 Mr. Oded Bashan delivered a letter of resignation, resigning from his respective positions with the Company and its subsidiaries,

effective June 23, 2013. Mr. Oded Bashan position as the chairman of the Board of Directors terminated on April 26, 2013 and he currently serves as a member of the Board of Directors. The Company is reviewing the legality and interpretation of Mr. Bashan employment and termination terms.

Agreement with Ronnie Gilboa. The employment agreement of Mr. Ronnie Gilboa terminated on December 2, 2012.

Agreement with Tanir Horn. The employment agreement of Tanir Horn was amended during 2012 following the approval of our compensation committee, audit committee and Board of Directors and provides for a period ending on December 31, 2015, and unless terminates, is being extended automatically for an undetermined employment period. Mrs. Tanir may terminate her employment, and we may terminate her employment, in either case upon six months’ notice, provided that if we terminate the agreement (not for cause) or if Mrs., Horn terminates the agreement for a justified cause (as prescribed in the agreement) and the six months’ notice ends before December 31, 2015, Mrs. Horn shall be entitled to receive her monthly salary and other benefits through December 31, 2015. In addition to the foregoing consideration, in the event of termination (by either party), Mrs. Horn is entitled to receive severance pay equal to twice the rate of her monthly current salary multiplied by the number of years of employment, unless the termination occurred as a result of cause.

Agreements with Moshe Aduk. The employment agreement of Mr. Moshe Aduk terminated on April 30, 2013.

Agreement with Nehemya Itay. The employment agreement of Nehemya Itay was amended during 2012 following the approval of our compensation committee, audit committee and Board of Directors and provides for a three-year term ending on December 31, 2014, and unless terminates, is being extended automatically for an undetermined employment period. Mr. Itay may terminate his employment, and we may terminate his employment, in either case upon six months’ notice, provided that if we terminate the agreement (not for cause) and the six months’ notice ends before December 31, 2014, Mr. Itay shall be entitled to receive his monthly salary and other benefits through December 31, 2014. In addition to the foregoing consideration, in the event of termination (by either party), Mr. Itay is entitled to receive severance pay equal to twice the rate of his monthly current salary multiplied by the number of years of employment, unless the termination occurred as a result of cause. Additionally, at the end of each calendar year, during the three-year term of the agreement, Mr. Itay shall be entitled to a retention bonus of NIS 103,200 (or a pro rata portion thereof, if his employment was terminated by the Company). Mr. Itay shall also be entitled to a bonus equal to 1% of the consideration paid to the Company for patents that he helped develop and with respect to which he is named as one of the inventors (including sums to be received from T-Mobile action, provided that the Company’s right to receive the consideration is established prior to the termination of Mr. Itay's employment or prior to the termination of his non-compete period). Notwithstanding the foregoing, Mr. Itay shall not be entitled to the foregoing bonus, in the event that the consideration for the said patents is being paid as part of an M&A transaction.

Agreement with Ohad Bashan. On December 23, 2012 Mr. Ohad Bashan delivered a letter of resignation, resigning from his respective positions with the Company and its subsidiaries, effective June 23, 2013. The Company is reviewing the legality and interpretation of Mr. Bashan employment and termination terms.

Agreement with Amir Eilam. In Employment agreements and addendums it is agreed that Amir may terminate his employment, and we may terminate his employment for reasonable and justifiable cause, in either case upon three months’ notice. It was agreed that the arrangement regarding the executive insurance policy, is made in accordance with the general permit relating to employer's payments to pension funds and insurance funds, instead of severance payment under Section 14 of the Severance Pay Law 5723-1963 (the "Severance Pay Law") and thus, save if the event of termination pursuant to Section 10.2.2 below, and save if the Employee has drown funds from the executive insurance policy not due to a Qualifying Event (as defined in GN 4575 - 5758), the Company waives any and all rights for return of the amounts paid by it to the executive insurance policy and such payments shall be deemed as being in lieu of severance pay as specified in the Severance Pay Law (GN 2787-5742, 993; GN 2847- 5742, 2939; GN 4575-5758).

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Agreement with David Azoulay. In Employment agreements and addendums it is agreed that David may terminate his employment, and we may terminate his employment for reasonable and justifiable cause, in either case upon three months’ notice. It was agreed that the arrangement regarding the executive insurance policy, is made in accordance with the general permit relating to employer's payments to pension funds and insurance funds, instead of severance payment under Section 14 of the Severance Pay Law 5723-1963 (the "Severance Pay Law") and thus, save if the event of termination pursuant to Section 10.2.2 below, and save if the Employee has drown funds from the executive insurance policy not due to a Qualifying Event (as defined in GN 4575 - 5758), the Company waives any and all rights for return of the amounts paid by it to the executive insurance policy and such payments shall be deemed as being in lieu of severance pay as specified in the Severance Pay Law (GN 2787-5742, 993; GN 2847- 5742, 2939; GN 4575-5758). C. BOARD PRACTICES Election of Directors; Appointment of Officers

Our current Board of Directors consists of ten (10) directors (out of maximum number of eleven directors that can serve on our Board of Directors at any time under our articles of

association) and two external directors. A majority of these directors must be non-executive directors, who are directors that are neither office holders nor our employees. Our non-external directors are appointed, removed or replaced by a majority vote of our shareholders present in person or by proxy at a general meeting of our shareholders.

Once elected at a shareholders’ meeting, our directors, except for our external directors, hold office until the first general meeting of shareholders held at least thirty six months after their election, except for Mr. Oded Bashan and Mr. Ronnie Gilboa, who may not be replaced or removed unless by an affirmative vote of 75% of the Company’s shareholders entitled to vote and voting in person or by proxy at a general meeting of shareholders. Incumbent directors may be reelected at that meeting. A director may be elected for consecutive terms, unless prohibited by the law.

Under the Companies Law, neither the Chief Executive Officer of a public company nor a family member thereof or any person directly or indirectly subordinate to the Chief Executive Officer, may serve as a Chairman of the Board of Directors, and vice versa, unless authorized by a general meeting of the shareholders and then only for a period of time that does not exceed three years.

Our Board of Directors appoints our Chief Executive Officer. Each of our executive officers serves at the discretion of the Board of Directors, subject to the terms of any employment agreement, and holds office until his or her successor is elected or until his or her earlier resignation or removal. External Directors

The Companies Law requires Israeli companies with shares that have been offered to the public in or outside of Israel to appoint at least two external directors. No person may be

appointed as an external director of a company if the person is a family member of a controlling shareholder of the company, or if the person, or the person’s relative, partner, employer or any entity under the person’s control, has, or had within the two years preceding the person’s appointment as an external director, any affiliation or other than negligible business or professional relation with the company, a controlling shareholder or a family member thereof, or with any entity controlling, controlled by or under common control with the company, or, in the event there is no controlling shareholder in the company, with the Chairman of the Board of Directors, the Chief Executive Officer, a holder of 5% or more of the issued shares or voting rights of a company, or the most senior financial officer. The term “affiliation” includes control, an employment relationship, a business or professional relationship maintained on a regular basis, or service as an office holder, excluding service as a director appointed to serve as an external director in a company that intends to make an initial offering of its shares to the public. The term “office holder” is defined as a director, general manager, chief business manager, deputy general manager, vice general manager, executive vice president, vice president, manager directly subordinate to the general manager or any other person assuming the responsibilities of any of the foregoing positions, without regard to such person’s title. The individuals listed in the table above are office holders. The external directors were not office holders prior to their election.

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In addition, no person may serve as an external director if that person’s other positions or business activities create, or may create, a conflict of interest with the person’s service as an external director or may otherwise interfere with the person’s ability to serve as an external director. If, at the time an external director is appointed, all current members of the Board of Directors, who are not controlling shareholders or family members thereof, are of the same gender, then that external director must be of the other gender. Regulations promulgated under the Companies Law provide that the requirement of Israeli residency does not apply to the external directors of companies whose shares are listed for trading outside of Israel.

External directors are elected by a majority vote at a shareholders’ meeting at which either the majority of shares voted at the meeting, including at least majority of the shares held by non-controlling shareholders disinterested with respect to the interests of controlling shareholders voted at the meeting, vote in favor of the election of the external director, or the total number of shares held by non-controlling shareholders disinterested with respect to the interests of controlling shareholders voted against the election of the external director does not exceed two percent of the aggregate voting rights in the company.

The initial term of an external director is three years and under regulations that apply to Israeli companies whose shares that have been offered to the public outside of Israel or traded on a stock exchange outside of Israel, may be extended for consecutive additional three year periods (unlike other public companies, in which only two additional three year period is allowed). External directors may only be removed by the same percentage of shareholders as is required for their election, or by a court, and then only if the external directors cease to meet the statutory qualifications for their appointment or if they violate their duty of loyalty to the company. If an external directorship becomes vacant, our Board of Directors is required under the Companies Law to call a shareholders’ meeting promptly to appoint a new external director.

A company, as well as its controlling shareholders and any corporation in their control, may not grant an external director, its spouse or child, directly or indirectly, with any benefits, may not appoint any such person as an office holder in the company or any corporation in the control of a controlling shareholder and may not employ or receive paid services from any such person, directly or indirectly, including through a corporation controlled by that person, for two years following the termination of the external director's service as an external director of that company.

Each committee of our Board of Directors must include at least one external director and the audit committee must include all of the external directors, as may be. An external director is entitled to compensation as provided in regulations adopted under the Companies Law and is otherwise prohibited from receiving any other compensation, directly or indirectly, in connection with services provided as an external director.

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In addition, the audit committee of our Board of Directors must include at least three independent directors within the meaning of Rule 5605(a) (2) to the NASDAQ Rules. Our directors, Eileen Segall and Jeffrey E. Eberwein and Mark Stolper, qualify as external directors and independent director, respectively, under the Companies Law and as audit committee independent directors under the NASDAQ Rules. In addition, our directors Charles M. Gillman, Dilip Singh, Richard Kenneth Coleman, Dimitrios Angelis and John Knapp are qualified as independent directors under the NASDAQ Rules. Alternate Directors

Under our articles of association, each of our directors, other than our external directors, may appoint, by written notice to us, any person to serve as an alternate director. Under the

Companies Law, neither a current serving director, nor a currently-serving alternate director or any person not eligible under the Companies Law to be appointed as a director, may be appointed as an alternate director. An alternate director has all the rights and duties of the director appointing him, unless the appointment of the alternate provides otherwise, and the right to remuneration. The alternate director may not act at any meeting at which the appointing director is present. Unless the time period or scope of the appointment is limited by the appointing director, the appointment is effective for all purposes, but expires upon the expiration of the appointing director’s term. Currently, none of our directors has appointed any alternate directors. Directors’ Service Contracts

Other than directors that serve as officers of the Company, none of our directors have any services contracts either with us, or with any of our subsidiaries, which provide for benefits upon termination of employment or service. Board Committees

Our Board of Directors has established an audit committee, compensation committee, corporate governance committee and a patents committee.

Compensation Committee

Our Board of Directors established our compensation committee in July 1999.

Under a recent amendment to the Israeli Companies Law, effective December 12, 2012, the board of directors of a public company must appoint a compensation committee. The

compensation committee must be comprised of at least three directors, including all of the external directors, which shall be a majority of the members of the compensation committee and one of whom must serve as chairman of the committee. The rest of the members of the compensation committee shall be directors who do not receive direct or indirect compensation for their role as directors (other than compensation paid or given in accordance with Israeli Companies Law regulations applicable to the compensation of external directors, or amounts paid pursuant to indemnification and/or exculpation contracts or commitments and insurance coverage).

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The compensation committee may not include the chairman of the board, any director employed by or otherwise providing services on a regular basis to the Company, to a controlling shareholder or to any entity controlled by a controlling shareholder, any director whose main livelihood is dependent on a controlling shareholder, nor a controlling shareholder or a relative thereof.

Under the Israeli Companies Law, our compensation committee is responsible for (i) proposing an office holder compensation policy to the Board of Directors, (ii) propose necessary

revisions to the compensation policy and examine its implementation, (iii) determining whether to approve transactions with respect to compensation of office holders, and (iv) determining, in accordance with our office holder compensation policy, whether to exempt an engagement with an unaffiliated nominee for the position of chief executive officer from requiring shareholders’ approval.

The current members of our compensation committee are Eileen Segall, Jeffrey E. Eberwein and John Knapp.

Audit Committee

Our Board of Directors established our audit committee in July 1999.

Under the Israeli Companies Law, the Board of Directors of a public company must appoint an audit committee. The audit committee must be comprised of at least three directors,

including all of the external directors, one of whom must serve as chairman of the committee. The audit committee may not include the chairman of the board, any director employed by or otherwise providing services on a regular basis to the Company, to a controlling shareholder or to any entity controlled by a controlling shareholder, any director whose main livelihood is dependent on a controlling shareholder, nor a controlling shareholder or a relative thereof.

Under the Israeli Companies Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors. An "unaffiliated director" is defined as either an external director or as a director, classified as an “unaffiliated director” by the Company, who meets the following criteria: (i) he or she meets the qualifications for being appointed as an external director, except for (i) the requirement that the director be an Israeli resident (which in any event does not apply to companies such as ours whose securities have been offered outside of Israel or are listed outside of Israel) and (ii) the requirement for accounting and financial expertise or professional qualifications, and the audit committee of the company confirmed such qualifications; and (ii) he or she has not served as a director of the Company for a period exceeding nine consecutive years. For this purpose, a break of less than two years in the service shall not be deemed to interrupt the continuation of the service.

Our Board of Directors adopted an audit committee charter that sets forth the responsibilities of the Audit Committee consistent with the rules of the SEC and the Listing Rules of the

NASDAQ Stock Market, as well as the requirements for such committee under the Israeli Companies Law, as described below.

Our Audit Committee provides assistance to our Board of Directors in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing their reports regarding our accounting practices and systems of internal control over financial reporting. Our Audit Committee also oversees the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself that the accountants are independent of management. We plan to form an audit committee shortly after the election of external directors to our board.

Under the Israeli Companies Law, our Audit Committee is responsible for (i) determining whether there are deficiencies in the business management practices of our company, including in consultation with our internal auditor or the independent auditor, and making recommendations to the Board of Directors to improve such practices, (ii) determining whether to approve certain related party transactions (including transactions in which an office holder has a personal interest) and whether such transaction should be deemed as material or extraordinary , (iii) where the Board of Directors approves the working plan of the internal auditor, to examine such working plan before its submission to the Board and propose amendments thereto, (iv) examining our internal controls and internal auditor's performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, (v) examining the scope of our auditor's work and compensation and submitting a recommendation with respect thereto to our Board of Directors or shareholders, depending on which of them is considering the appointment of our auditor, and (vi) establishing procedures for the handling of employees' complaints as to the management of our business and the protection to be provided to such employees. In compliance with regulations promulgated under the Israeli Companies Law, our Audit Committee also approves our financial statements, thereby fulfilling the requirement that a board committee provide such approval. Our Audit Committee may not approve an action or a related party transaction, or take any other action required under the Israeli Companies Law, unless at the time of approval a majority of the committee's members are present, which majority consists of unaffiliated directors including at least one external director, and it further complies with the committee composition set forth above.

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The current members of our audit committee are Eileen Segall, Jeffrey E. Eberwein and Mark Stolper, all of whom are “independent directors” under Companies Law. Eileen Segall is the Audit Committee’s Chairman. Our Board of Directors has determined that Mark Stolper is an “Audit Committee Financial Expert” within the meaning of SEC rules and has the requisite experience under NASDAQ Rules. Internal Auditor

Under the Companies Law, the Board of Directors must appoint an internal auditor that is recommended by the audit committee. The role of the internal auditor is to examine, among other things, whether the company’s actions comply with the law and orderly business procedure. Under the Companies Law, the internal auditor may not be an office holder or an interested party, as defined below, or a relative of an office holder or an interested party, or the company’s independent accountant or the independent accountant’s representative. The Companies Law defines an “interested party” as a holder of 5% or more of the issued shares or voting rights of a company, a person or entity who has the right to designate at least one director or the general manager of the company, and a person who serves as a director or general manager. On March 5, 2012, our audit committee recommended the appointment of Mr. Gali Gana, CPA, from the offices of Rosenblum Holzman & Co., as our internal auditor for the year 2012, and our Board of Directors approved the appointment on that date. On February 25, 2013, our audit committee recommended the reappointment of Mr. Gana, CPA, as our internal auditor for the year 2013, and our Board of Directors approved the appointment and the execution of a suggested annual internal auditors plan for the year 2013 on March 7, 2013. Fiduciary Duties; Approval of Certain Transactions

The Companies Law codifies the fiduciary duties that office holders owe to a company. An office holder’s fiduciary duties consist of a duty of care and a duty of loyalty. The duty of

care requires an office holder to act with the degree of care with which a reasonable office holder in the same position would act under the same circumstances. The duty of care includes using reasonable means to obtain information as to the advisability of a given action submitted for his or her approval or performed by virtue of his or her position, as well as all other information pertaining to such actions.

The duty of loyalty requires an office holder to act in good faith and for the benefit of the company, and includes avoiding any conflict of interest between the office holder’s other positions or personal affairs and the performance of his or her position in the company, avoiding any competition with the company, avoiding exploiting any business opportunity of the company in order to receive a personal benefit for himself or herself or others, and revealing to the company any information or documents relating to the company’s affairs which come into the office holder’s possession as a result of his or her position as an office holder.

The Companies Law further requires that an office holder discloses to the company any personal interest that he or she may have and all related material information known to him or her in connection with any existing or proposed transaction by the company. The disclosure must be made promptly and in no event later than the Board of Directors meeting at which the transaction is first discussed. In addition, if the transaction is an extraordinary transaction, as defined below, the office holder must also disclose any personal interest held by the office holder’s spouse, siblings, parents, grandparents, descendants, spouse’s descendants and the spouses of any of the foregoing and by any corporation in which the office holder is a 5% or greater shareholder, director or general manager or in which he or she has the right to appoint the general manager or at least one director. The Companies Law defines an “extraordinary transaction” as a transaction that is not in the ordinary course of business, that is not on market terms, or that is likely to have a material impact on a company’s profitability, assets or liabilities. In the case of a transaction between the company and an office holder, or a third party in which an office holder has a personal interest, but that is not an extraordinary transaction and is not adverse to the company’s interest, once the office holder complies with the above disclosure requirements only board approval is required, unless the articles of association of the company provide otherwise. In the case of an extraordinary transaction between the company and an office holder, or a third party in which an office holder has a personal interest, in addition to any approval required by the articles of association, the transaction must be approved first by the audit committee, then by the Board of Directors and, in certain cases, by the shareholders. A director who has a personal interest in a matter that is considered at a meeting of the Board of Directors or the audit committee should in general not be present at this meeting or vote on this matter. If a majority of the directors have a personal interest in an extraordinary transaction, these directors are permitted to be present and vote on the transaction, but shareholder approval is also required. Under Rule 5630(a) to the NASDAQ Rules, the Company should conduct an appropriate review of all related party transactions for potential conflict of interest situations on an ongoing basis and all such transactions should be approved by the company’s audit committee or another independent body of the Board of Directors.

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Under Companies Law, compensation of executive officers (including exculpation, indemnification and insurance) is determined and approved by our compensation committee and our Board of Directors, and in certain circumstances by our shareholders, either in consistency with our office holder compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations stated in the Companies Law.

Shareholder approval is required in the event (i) approval by our Board of Directors and our compensation committee is not consistent with our office holders compensation policy, or

(ii) compensation required to be approved is that of our chief executive officer who is not a director or an executive officer who is also the controlling shareholder of our company (including an affiliate thereof). Such shareholder approval shall require a majority vote of the shares present and voting at a shareholders meeting, provided either (i) such majority includes a majority of the shares held by non-controlling shareholders who do not otherwise have a personal interest in the compensation arrangement that are voted at the meeting, excluding for such purpose any abstentions disinterested majority, or (ii) the total shares held by non-controlling and disinterested shareholders voted against the arrangement does not exceed two percent (2%) of the voting rights in our company.

Additionally, approval of the compensation of an executive officer, who is also a director, shall require a simple majority vote of the shares present and voting at a shareholders meeting,

if consistent with our office holders compensation policy. Our compensation committee and Board of Directors may, in special circumstances, approve the compensation of an executive officer (other than a director, a chief executive officer or a controlling shareholder) or approve the compensation policy despite shareholders’ objection, based on specified arguments and taking shareholders’ objection into account. Our compensation committee may further exempt an engagement with a nominee for the position of chief executive officer, who meets the non-affiliation requirements set forth for an external director, from requiring shareholders’ approval, if such engagement is consistent with our office holders compensation policy and our compensation committee determines based on specified arguments that presentation of such engagement to shareholders’ approval is likely to prevent such engagement. To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years.

A director or executive officer may not be present when the board of directors of a company discusses or votes upon the terms of his or her compensation, unless the chairman of the

board of directors (as applicable) determines that he or she should be present to present the transaction that is subject to approval.

Under Rule 5605(d)(1) to the NASDAQ Rules, compensation of the chief executive officer must be determined, or recommended to the Board of Directors for determination, either by: (i) a majority of the independent directors, or (ii) a compensation committee comprised solely of independent directors. The Chief Executive Officer may not be present during voting or deliberations. Under Rule 5605(d)(2) to the NASDAQ Rules compensation of all executive officers, except the chief executive officer, must be determined, or recommended to the Board for determination, either by (i) a majority of the independent directors, or (ii) a compensation committee comprised solely of independent directors.

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The Companies Law applies the same disclosure requirements to a controlling party of a public company that it applies, as described above, to an office holder. For these purposes a “controlling party” is any person possessing the ability to direct the activities of the company, including a shareholder which holds 25% or more of the voting rights of the company if no other shareholder owns more than 50% of the voting rights in the company, but excluding a person whose power is derived solely from his or her position on the board of directors or from another position with the company. Two or more shareholders with a personal interest in the approval of the same transaction are deemed to be joint shareholders. Extraordinary transactions with a controlling party or in which a controlling party has a personal interest, a private placement in which the controlling party has a personal interest and the engagement and terms of compensation of a controlling party or his family members, directly or indirectly including through a corporation in their control, for provision of services to the company, require the approval of the audit committee, the Board of Directors and the shareholders. Any such engagement for a period exceeding three years must be approved once every three years, unless a longer term of engagement is approved pursuant to the determination of the audit committee that such period is appropriate under the circumstances. Said engagements with a controlling party requires the approval of a majority of shares voted at the meeting, including at least majority of the shares of the disinterested shareholders who are present, in person or by proxy, at the meeting, or, alternatively, the total shareholdings of the disinterested shareholders who vote against the transaction must not represent more than 2% of the aggregate voting rights in the company.

Under the Companies Law, a shareholder has a duty to refrain from abusing his or her power in the company and to act in good faith in exercising its rights and performing its obligations to the company and other shareholders, including, among other things, voting at a general meeting of shareholders on the following matters:

In addition, any controlling shareholder, any shareholder who knows that his vote can determine the outcome of a shareholder vote and any shareholder who, under a company’s

articles of association, can appoint or prevent the appointment of an office holder, is under a duty to act with fairness towards the company. The Companies Law does not describe the substance of this duty. D. EMPLOYEES

The breakdown of the number of our employees, including employees in our subsidiaries, by department, is as follows:

• an amendment to the articles of association; • an increase in the company’s authorized share capital; • a merger; and • approval of a related-party transaction requiring shareholder approval.

Number of employees as of December 31, Department 2010 2011 2012 Sales and marketing 27 32 32 Research and development 68 68 63 Manufacturing and operations 71 85 81 Customer support 23 28 29 Management and administration 99 66 62 Total 288 279 267

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Of our employees, on December 31, 2012, 118 were based in Israel, 9 in the United States, 108 in Europe, 30 in South Africa and 2 in Asia. Under applicable law and by order of the Israeli Ministry of Labor and Welfare, we and our Israeli employees are subject to certain provisions of the collective bargaining agreements between the Histadrut, the General Federation of Labor in Israel and the Coordination Bureau of Economic Organizations, including the Industrialists Association. These provisions principally concern cost of living increases, length of the working day, minimum daily wages for professional employees, contributions to pension funds, insurance for work-related accidents, procedures for dismissing employees, determination of severance pay, annual and other vacation, sick pay and other conditions of employment. We provide our employees with benefits and working conditions above the required minimum and which we believe are competitive with benefits and working conditions provided by similar companies in Israel. Our employees are not represented by a labor union. We have written employment agreements with substantially all of our employees. Competition for qualified personnel in our industry is intense and it may be difficult to attract or maintain qualified personnel to our offices. We dedicate significant resources to employee retention and have never experienced work stoppages, and we believe that our relations with our employees are good. E. SHARE OWNERSHIP

The following table sets forth certain information as of April 29, 2013, regarding the ownership of our Ordinary Shares by each of our directors and executive officers.

All information with respect to the ownership of any of the below shareholders has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all of the shares shown as owned, subject to community property laws, where applicable. The shares owned by the directors and executive officers include the shares owned by their family members to which such directors and executive officers disclaim beneficial ownership, as provided for below.

The share numbers and percentages listed below are based on 32,104,312 Ordinary Shares outstanding as of April 29, 2013.

Name of beneficial owner

Number of Shares Beneficially Owned (1)

% of Class of Shares

Number of Options Owned

Exercise Price Date of Expiration Dimitrios Angelis (1) 1,198,125 3.67% Oded Bashan (2) 840,474 2.58% Ronnie Gilboa (3) 202,089 * Ofer Tziperman (4) 10,000 * 10,000 NIS 0.10 August 24, 2017 Tanir Horn (5) 45,000 * 45,000 $1.4 November 30, 2013 Moshe Aduk (6) 196,735 * Nehemya Itay (7) 315,144 * 100,000 NIS 0.10 November 14,2015 Ohad Bashan (8) 557,268 1.71% 320,000 $1.00 March 29, 2015 David Azoulay (9) 39,058 * Amir Eilam (10) 30,000 * 10,000 $2.37 March 24, 2016 20,000 $1.20 May 30, 2017 All executive officers and directors as a group 3,433,893 10.53% 505,000

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Share Option Plans

The following is a description of the share option plans that we and our subsidiaries maintain. In addition to the discussion below, please refer to Note 11 to our consolidated financial

statements. Under Israeli law, except for issuances of options to directors, controlling shareholders or members of their families, adoption of a share option plan and revisions to it, as may be, are not subject to shareholders’ approval. Under NASDAQ Rules, however, absent an exemption, most new share option plans and material revisions are subject to shareholders' approval. 2001 Share Option Plan

We established our 2001 Share Option Plan, or the 2001 Plan, in February 2001. The 2001 Plan provides for the grant of options to our employees, directors and consultants, and those of our subsidiaries and affiliates. Upon establishment of the 2001 Plan, we initially reserved 75,000 Ordinary Shares for issuance. During the years 2002-2007, and in November 2010 and November 2011, our Board of Directors adopted certain resolutions with regard to the 2001 Plan that increased the number of available options thereunder. As of April 29, 2013, the aggregate number of options available under the 2001 Plan is 13,200,000. In November 2010, our board of directors extended the 2001 Plan to be effective until February 28, 2016. Currently, in accordance with Israeli law, increasing the shares pool in an option plan does not require shareholders' approval.

* Less than 1%

(*) If a shareholder has the right to acquire shares by exercising options, these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the denominator) if a shareholder has the right to acquire by exercising options currently exercisable or exercisable within 60 days of the date of this table, but they are disregarded for the purpose of computing the percentage owned by any other shareholder.

(1) Includes 1,198,125 Ordinary Shares as to which Mr. Angelis has voting rights in his capacity as Chairman of the Board of Directors, pursuant to irrevocable proxies previously granted to the Chairman of the Board of Directors of the Company.

(2) Includes 754,996 Ordinary Shares held by Mr. Bashan and 7,462 Ordinary Shares held by Mr. Bashan’s wife. Mr. Bashan disclaims beneficial ownership of the shares held by his wife. Also includes 78,016 Ordinary Shares as to which Mr. Bashan has voting power pursuant to irrevocable proxy granted to him personally. Mr. Bashan does not own any of the 78,016 Ordinary Shares. The number of shares does not include 1,198,125 Ordinary Shares as to which Mr. Bashan had voting pursuant to irrevocable proxy granted to him in his capacity as the Chairman of the Board of Directors, since as of April 26, 2013 Mr. Bashan no longer act as Chairman of the Board of Directors. Mr. Bashan does not own any of the 1,198,125 Ordinary Shares.

(3) Includes 187,089 Ordinary Shares held by Mr. Gilboa and 15,000 Ordinary Shares held by Mr. Gilboa's wife. Mr. Gilboa disclaims beneficial ownership of the shares held by his wife.

(4) Consists of options to purchase 10,000 Ordinary Shares currently exercisable or exercisable within 60 days of the date of this table.


(6) Includes 149,487 Ordinary Shares held by Mr. Aduk, 37,248 Ordinary Shares held by Mr. Aduk and his mother, and 10,000 Ordinary Shares held by a company under Mr. Aduk’s control.

(7) Includes 215,144 Ordinary Shares held by Mr. Itay and options held by Mr. Itay to purchase 100,000 Ordinary Shares currently exercisable or exercisable within 60 days of the date of this table.

(8) Includes 237,268 Ordinary Shares held by Mr. Bashan and options held by Mr. Bashan to purchase 320,000 Ordinary Shares currently exercisable or exercisable within 60 days of the date of this table.

(9) Includes 39,058 Ordinary Shares held by Mr. Azoulay.


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Under the 2001 Plan, as of April 29, 2013, 10,240,697 options had been exercised and 1,436,116 options are outstanding and exercisable. Of the options that are outstanding, as of April 29, 2013, 505,000 options are held by our directors and officers listed above under “Item 6.A Directors and Senior Management,” and have a weighted average exercise price of $0.86.

Our 2001 Plan is administered by our compensation committee, which makes recommendations to our board of directors regarding the grantees of options and the terms of the grant,

including exercise prices, grant dates, vesting schedules, acceleration of vesting and forfeiture. Under the Companies Law the allocation of options is solely within the authority of our board of directors. Under the 2001 Plan, the terms and conditions of options are set forth in individual option agreements with the grantee.

Under the 2001 Plan, if the employment of a grantee is terminated for cause, all of his or her options expire immediately. A grantee whose employment is terminated without cause may exercise his or her vested options within three months of termination. If the termination is due to the death or disability of the grantee, the options may be exercised within 18 months of the date of termination in the case of death and 12 months in the case of disability.

In accordance with the terms and conditions imposed by Section 102 of the Israel Income Tax Ordinance, or the Ordinance, grantees subject to taxation by the State of Israel that receive options under the 2001 Plan (excluding grantees who previously received options that were incorporated upon the commencement of Amendment No. 132 of the Income Tax ordinance, or the Tax Reform, that was approved on July 24, 2002 and became effective on January 1, 2003, and those who are not employees or office holders and those who are our controlling shareholders) are afforded certain tax benefits. We elected the benefits available under the “capital gains” alternative. There are various conditions that must be met in order to qualify for these benefits, including registration of the options in the name of a trustee, or the Trustee, for each of the Israeli employees who is granted options. Each such option, and any Ordinary Shares acquired upon the exercise of such option, must be held by the Trustee for a period commencing on the date of grant and ending no earlier than 24 months as of the end of the date in which the option was granted and deposited in trust with the Trustee or as of the end of such tax year (based on the time of grant). In the capital gains alternative a company may not recognize expenses pertaining to the options for tax purposes. We also granted our Israeli employees options pursuant to Section 102(c) of the Ordinance that are not held in trust by a trustee, which while enabling the immediate exercising and selling of options granted under the 2001 Plan, will be subject to the marginal tax rate up to 50% plus payments to the National Insurance Institute and health tax on the date of the sale of the shares or options. As of January 1, 2003, Section 3(i) of the Ordinance was partially replaced by Section 102(c) and no longer applies to allocations of options to Israeli employees (including directors and office holders). Section 3(i) still applies and imposes taxes on individuals and entities subject to taxation in Israel who are not employees (such as consultants and service providers) and to employees who are considered “controlling shareholders.” ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. MAJOR SHAREHOLDERS

The following table provides summary information regarding the beneficial ownership by each person or entity known to beneficially own more than 5% of our Ordinary Shares as of April 29, 2013, or a different date, if so provided in the table below or footnotes thereof.

Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission All information with respect to the beneficial ownership of any of the below shareholders has been furnished by such shareholder and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all of the shares shown as beneficially owned, subject to community property laws, where applicable.

March 21, 2011 March 30, 2012 April 29, 2013

Name of Beneficial Owner Number of Shares Beneficially Owned


Number of Shares Beneficially Owned


Number of Shares Beneficially Owned


Jerry Lafe Ivy, Jr. (2) - - 3,063,916 9.78% 3,063,916 9.54%C. Silk & Sons, Inc., (3) - - 3,881,034 12.39% 3,881,034 12.09%Jack Silver (4) - - 1,723,000 5.50% 1,651,500 5.14%

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Major Shareholders Voting Rights

Subject to the terms of our articles of association, our major shareholders do not have different voting rights. Record Holders

Based on a review of the information provided to us by our transfer agent, as of April 29, 2013, there were 17 holders of record of our Ordinary Shares, of which 11 record holders holding approximately 1% of our Ordinary Shares had registered addresses in the United States. These numbers are not representative of the number of beneficial holders of our shares nor is it representative of where such beneficial holders reside since many of these Ordinary Shares were held of record by brokers or other nominees (including one U.S. nominee company, CEDE & Co., which held approximately 98.87% of our outstanding Ordinary Shares as of said date).

(1) The percentages shown above are based on 32,104,312 Ordinary Shares outstanding as of April 29, 2013. (2) Pursuant to Schedule 13D filed with the SEC on January 17, 2013, Mr. Ivy beneficially owns 3,063,916 Ordinary Shares and Mrs. Ivy beneficially owns 422,800 Ordinary

Shares. Mr. Ivy has sole voting power and power of disposition over the 2,641,116 Ordinary Shares, and shared voting power and power of disposition over the 422,800 Ordinary Shares o owned in the joint account with Mrs. Ivy. We have no information as to the holdings of Mr. Ivy on or before March 21, 2011.

(3)

Pursuant to Amendment No. 5 of Schedule 13D/A filed with the SEC on January 11, 2012, C. Silk & Sons, Inc. beneficially owns 3,881,034 Ordinary Shares, and has sole voting power and dispositive power over such 3,881,034 Ordinary Shares. We have no information as to the holdings of C. Silk & Sons, Inc. on or before March 21, 2011 or information as to the holdings of C. Silk & Sons, Inc. after January, 17, 2012 and up today.

(4) Pursuant to Amendment No. 3 of Schedule 13G/A filed with the SEC on February 6, 2013, Mr. Silver beneficially owns 1,651,500 ordinary shares, and has the sole voting and

dispositive power with respect thereof. We have no information as to the holdings of Mr. Silver on or before March 21, 2011.

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B. RELATED PARTY TRANSACTIONS

Our policy is to enter into transactions with related parties on terms that are on the whole no less favorable to us than those that would be available from unaffiliated parties at arm’s length. Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred. Agreement with HolyTech Ltd.

In January 1996, we entered into an agreement with HolyTech Ltd., a company that to our knowledge is owned by Varda Bashan, Ora Gilboa and certain other of our executive officers,

which formalized an arrangement that had existed since 1992. Varda Bashan is the spouse of Oded Bashan, our co-founder and chairman of our Board of Directors, and Ora Gilboa is the spouse of Ronnie Gilboa, our co-founder and a director. In recent years, HolyTech provided us with management services through Mrs. Bashan. The aggregate consideration paid by us for the services that HolyTech provided to us was $81,000 in, 2010 $101,000 in 2011 and $80,000 in 2012. The agreement with HolyTech was terminated on February 3, 2013. Agreements with Directors and Officers

We have entered into employment agreements with all of our officers. In addition, we have granted options to purchase our Ordinary Shares to our officers and directors. Agreement Relating to Insurance Services

We had been receiving insurance agency services from a family member of one of our officers. On August 22, 2003, our Board of Directors ratified and approved such engagement in accordance with the applicable Companies Law provisions. The agreement was terminated in January 2013. C. INTERESTS OF EXPERTS AND COUNSEL

Not applicable. ITEM 8. FINANCIAL INFORMATION A. CONSOLIDATED FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION

The financial statements required by this item are found in Item 18 of this annual report, beginning on page F-1.

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Legal Proceedings

From time to time, we become involved in various routine legal proceedings incidental to the ordinary course of our business. We do not believe that the outcomes of these legal proceedings have had in the recent past, or will have (with respect to any pending proceedings), significant effects on our financial position or profitability.

On March 26, 2012, OTI filed a patent infringement lawsuit in the United States District Court for the Southern District of New York against T-Mobile USA, Inc. for selling NFC enabled phones, including the Nokia Astound and HTC Amaze, that infringe OTI’s U.S. Patent No. 6,045,043. OTI’s NFC technology in the phones enables contactless payments with mobile phones, loyalty programs, data mining, and other applications. T-Mobile answered the complaint, denying that it infringes the patent, alleging that the patent is invalid, and asserting other defenses. The parties have briefed claim construction, and hearings are scheduled for May 7 and 9, 2013.

On September 2, 2012, OTI filed an insurance lawsuit in Israel Court against Harel Insurance company for damages incurred by us due to flooding in our subcontractor’s (Smartrac) manufacturing site in Thailand, in the amount of approximately $11 million. This caused disruptions to our supply chain and specifically affected our ability to deliver products to our customers

On January 27, 2013, subsequent balance sheet date, a former employee of the Company (in this paragraph, the "Plaintiff"), filed a law suit against the Company in the District Labor Court in Tel Aviv in the amount of NIS 1,400,000 (approximately $375,000). The plaintiff alleges that the Company breached the employment agreement with him, and that the Company owes him commission payment for certain sales. At this early stage, the Company, based on legal advice, is unable to estimate the chances of the law suit. Dividend Policy

We have never declared or paid any cash dividends on our Ordinary Shares or other securities.

We currently expect to retain all future earnings, if any, to finance the development of our business, and do not anticipate paying any cash dividends in the foreseeable future. Any

future determination relating to dividend policy will be made by our Board of Directors and will depend on a number of factors, including future earnings, capital requirements, financial condition and future prospects and other factors the Board of Directors may deem relevant. In the event of a distribution of a cash dividend out of tax exempt income, we will be liable for corporate tax at a rate of up to 25% in respect of the amount distributed.

Though we never declared or paid a cash dividend, in November 2008 our Board of Directors authorized the repurchase of our shares in a total aggregate amount not to exceed $5 million subject to approval by court, as required under the Companies Law. In May 2009 the court approved a repurchase program in a total amount of up to $2 million and in the course of the repurchase program, 1,178,699 of our Ordinary Shares were acquired for an aggregate purchase price of $2 million. B. SIGNIFICANT CHANGES

Except as otherwise disclosed in this annual report, no significant change has occurred since December 31, 2012. ITEM 9. THE OFFER AND LISTING A. OFFER AND LISTING DETAILS

Our shares were quoted on the NASDAQ SmallCap Market (now known as NASDAQ Capital Market) from November 12, 2002 until December 20, 2004. On December 16, 2004, we were approved for listing on the NASDAQ Global Market, then known as the NASDAQ National Market, and our shares commenced trading on NASDAQ Global Market on December 20, 2004.

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The following table shows, for the periods indicated, the high and low closing prices of our Ordinary Shares in U.S. dollars as reported on NASDAQ Global Market.

B. PLAN OF DISTRIBUTION

Not applicable. C. MARKETS

Our Ordinary Shares have been quoted on the NASDAQ Global Market under the symbol “OTIV” since December 20, 2004, and were traded on the NASDAQ Small Cap Market from November 12, 2002 until December 20, 2004.

NASDAQ Global Market

per Share $

High Low Year 2008 3.57 1.07 2009 1.94 0.83 2010 3.28 1.40 2011 4.00 1.08 2012 1.78 0.96 2011 First quarter 4.00 2.14 Second quarter 2.69 2.12 Third quarter 2.25 1.41 Fourth quarter 1.63 1.08 2012 First quarter 1.70 1.07 Second quarter 1.78 1.34 Third quarter 1.69 0.96 Fourth quarter 1.44 1.08 Month September 2012 1.14 0.96 October 2012 1.22 1.08 November 2012 1.44 1.19 December 2012 1.44 1.28 January 2013 1.55 1.28 February 2013 1.41 1.12 March 2013 1.25 0.87

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D. SELLING SHAREHOLDERS

Not applicable. E. DILUTION

Not applicable. F. EXPENSES OF THE ISSUE

Not applicable. ITEM 10. ADDITIONAL INFORMATION A. SHARE CAPITAL

Not applicable. B. MEMORANDUM AND ARTICLES OF ASSOCIATION

We were incorporated under the laws of the State of Israel on February 15, 1990, under the name of De-Bug Innovations Ltd., with unlimited duration. We are registered with the Israeli Registrar of Companies in Jerusalem, Israel. Our founders were Oded Bashan and Ronnie Gilboa and our registration number is 52-004286-2. Our name was changed to On Track Innovations on July 8, 1991. Our objectives under our memorandum of association are to engage in any activity related to innovation and inventions in the fields of science and technology.

The following is a summary of the material provisions o our Articles of Association and related provisions of Israeli corporate law. This summary is qualified in its entirety by reference to the complete text of the Articles of Association; see “Item 4. Information on the Company. General” and “Item 19. Exhibits.” Description of Shares

Our authorized share capital consists of 50,000,000 Ordinary Shares, NIS 0.1 nominal value. Description of Ordinary Shares

As of April 29 2013, our authorized share capital consists of 50,000,000 Ordinary Shares, nominal value of NIS 0.1 per share, of which 33,283,011 were issued, 32,104,312 were outstanding and 1,178,699 were held by the Company as dormant shares.

The ownership or voting of Ordinary Shares by non-residents of Israel is not restricted in any way by our articles of association or the laws of the State of Israel, except that nationals of countries which are in a state of war with Israel might not be recognized as owners of Ordinary Shares. Dividend and Liquidation Rights

We are permitted to declare a dividend to be paid to the holders of Ordinary Shares, but we have never declared a dividend and we do not anticipate any dividend declaration in the

foreseeable future. Dividends may only be paid out of our profits, or the Profit Test, provided that there is no reasonable concern that payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due, or the Solvency Test. Profits, as defined in section 302(b) to the Companies Law, mean surplus balance or surplus accumulated during the last two years, whichever is higher. Alternatively, the court is entitled, at the Company's request, to approve a dividend distribution, which does not meet the Profit Test, provided it is convinced that the Solvency Test is met. In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of Ordinary Shares in proportion to the nominal value of their holdings. This right may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future by our shareholders. Under the Companies Law, the declaration of a dividend does not require the approval of the shareholders of a company unless the company’s articles of association require otherwise. Our articles of association provide that our Board of Directors may declare and pay dividends without the approval of our shareholders.

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Preemptive Rights

Under the Companies Law, shareholders in public companies such as ours do not have preemptive rights. This means that our shareholders do not have the legal right to purchase shares in a new issue before they are offered to third parties. As a result, our shareholders could experience dilution of their ownership interest if we decide to raise additional funds by issuing more shares and these shares are purchased by third parties. Voting, Shareholders’ Meetings and Resolutions

Holders of our Ordinary Shares have, for each Ordinary Share held, one vote on all matters submitted to a vote of shareholders, subject to the terms specified in “Item 10.B –

Memorandum and Articles of Association - Special Notification Duties”. These voting rights may be affected by the grant of any special voting rights to the holders of a class of shares with preferential rights that may be authorized in the future by our shareholders. The quorum required for a general meeting of shareholders consists of at least two shareholders present, in person or by proxy, who hold or represent together at least 25% of our issued and outstanding Ordinary Shares, provided, however that as long as we are listed on NASDAQ, the quorum at a general meeting shall be two members present in person or by proxy holding at least 33-1/3% of our issued and outstanding Ordinary Shares or such higher percentage as NASDAQ may impose on listed companies from time to time so long as such higher percentage is in effect. A meeting adjourned for lack of a quorum is generally adjourned to the same day in the following week at the same time and place. If a quorum is not present within half an hour following the time appointed for the reconvened meeting, the shareholders then present, in person or by proxy, shall constitute a quorum. Rule 5620(c) to NASDAQ Rules requires that an issuer listed on NASDAQ should have a quorum requirement that in no case be less than 33 1/3% of the outstanding voting shares of the company. However, as mentioned above, our articles of association, consistent with the Companies Law, provide for a lower quorum requirement in an adjourned meeting.

Under the Companies Law, unless otherwise provided in the articles of association or by applicable law, shareholders’ resolutions require the approval of holders of a simple majority of our Ordinary Shares voting, in person or by proxy on the matter. Unless a higher percentage for taking an action is required under our articles of association, a shareholders’ resolution to amend our articles requires the approval of a simple majority of our shareholders present in person or by proxy.

Under the Companies Law, a shareholder has certain duties of good faith and fairness towards the company. Election of Directors

Our Ordinary Shares do not have cumulative voting rights for the election of directors. Rather, under our articles of association our directors (other than external directors) are elected at a shareholders meeting by a simple majority of our Ordinary Shares. External directors are elected by a simple majority of our Ordinary Shares, which majority includes at least majority of the shares held by non-controlling shareholders, disinterested with respect to the interest of controlling shareholders, voted at the meeting, or the total number of shares held by non-controlling shareholders voted against the election of the external director does not exceed two percent of the aggregate voting rights in the company. Without derogation from the above, our founders, Oded Bashan and Ronnie Gilboa, may not be replaced or removed unless by an affirmative vote of 75% of the Company’s shareholders. As a result, the holders of our Ordinary Shares that represent more than 50% of the voting power represented at a shareholder meeting have the power to elect any or all of our directors whose positions are being filled at that meeting, subject to the additional approval requirements for external directors. For more information see description under “Item 6.C - Board Practices – Election of Directors; Appointment of Officers” and “Item 6.C - Board Practices - External Directors”.

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Modification of Class Rights The rights attached to any class, such as voting, liquidation and dividend rights, may be amended by written consent of holders of three-fourths of the issued shares of that class, or by

adoption of a resolution by a simple majority of the shares of that class represented at a separate class meeting. Transfer of Shares and Notices

Fully paid Ordinary Shares are issued in registered form and may be freely transferred under our articles of association unless the transfer is restricted or prohibited by Israeli law, U.S.

securities laws or the rules of a stock exchange on which the shares are traded. Under the Companies Law and applicable regulations, unless otherwise provided in the articles of association or by applicable law, shareholders of record are entitled to receive a minimum of 35 or 21 days’ prior notice of meetings of shareholders, based on the matters that are on the agenda. Subject to the foregoing provisions of the Companies Law and applicable regulations, our articles of association provide that each shareholder of record is entitled to receive at least 14 days’ prior notice of any annual or Extraordinary Shareholders’ Meeting and at least 21 days prior notice of any shareholders’ meeting at which a special resolution is proposed. Under current regulations, a longer advanced notice of at least 35 days is required in certain cases.

Our transfer agent and registrar for our Ordinary Shares is Continental Stock Transfer & Trust Company. Its address is 17 Battery Place, New York, New York 10004, and its telephone number at this location is 212-509-4000. Special Notification Duties

Our articles of association provide that any shareholder whose shareholding increases above 1%, 5%, 10%, 15%, 20%, 25%, 30%, and so on, of our then outstanding share capital, is obliged to notify us in writing of such change within ten days. A shareholder who fails to comply with this requirement will be denied his or her voting rights, in respect of shares in excess of the particular threshold the crossing of which was not reported, for a 6- to 24-month period to be determined in light of relevant circumstances by the Board of Directors in its sole discretion. Shareholders complying with the filing requirements of Sections 13(d) and 13(g) of the Exchange Act and the regulations promulgated thereunder will not be subject to this requirement. Anti-Takeover Provisions under Israeli Law

Tender Offer. A person wishing to acquire shares or voting rights of a publicly traded Israeli company and who would as a result hold over 90% of the company’s issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. If the shareholders who refuse to sell their shares hold less than 5% of the issued share capital of the company, and a majority of the disinterested shareholders have consented to sell their shares, or if the shareholders who refuse to sell their shares hold less than 2% of the issued share capital of the company, all of the shares held by such shareholders that the acquirer offered to purchase will be transferred to the acquirer by operation of law. However, the shareholders may petition the court to alter the consideration for the acquisition. If, however, the tender offer was not consummated in full as aforementioned, the acquirer may not acquire additional shares of the company from shareholders who accepted the tender offer if following such acquisition the acquirer would then own over 90% of the company’s issued and outstanding share capital.

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The Companies Law provides that an acquisition of shares of a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder 25% or greater of the voting rights in the company. This rule does not apply if there is already another holder of 25% or greater voting rights in the company. As of the date of this annual report, we are not aware of any single shareholder that holds 25% or more of the voting rights in the Company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, if there is another holder of more than 45% of the voting rights in the company. The special tender offer must be extended to all shareholders but the offeror is not required to purchase shares representing more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. The special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.

Merger. The Companies Law permits merger transactions if approved by each party’s Board of Directors and the majority of each party’s shares voted on the proposed merger at a shareholders’ meeting called on at least 21 days’ prior notice. Our articles of association provide that merger transactions may be approved by a simple majority of the shareholders present, in person or by proxy, at a general meeting of our shareholders. Under the Companies Law, in determining whether the required majority has approved the merger, shares held by the other party to the merger, any person holding at least 25% of the outstanding voting shares or holding at least 25% of the means of appointing directors of the other party to the merger, or anyone acting on their behalf, including their relatives or companies controlled by them, are excluded from the vote. If a majority of shareholders of one of the parties does not approve the transaction because the votes of certain shareholders are excluded from the vote, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders. Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger. In addition, a merger may not be executed unless at least 50 days have passed from the time that a proposal for approval of the merger has been filed with the Israeli Registrar of Companies.

Tax Law. Israeli tax law treats specified acquisitions, including a share-for-share swap between an Israeli company and a foreign company, less favorably than does United States tax law. For example, Israeli tax law may subject a shareholder who exchanges Ordinary Shares in an Israeli company for shares in a foreign company to immediate taxation. Other Anti-Takeover Provisions

We may also be subject to the tender offer provisions of the Exchange Act, as amended. Anti-Takeover Actions Taken by the Company

On January 11, 2009, as amended and restated on January 11, 2012, our Board of Directors adopted a Shareholder Rights Plan. Pursuant to the terms of the plan, our board approved a distribution by way of bonus rights, of rights to purchase half, one, two or three of our Ordinary Shares for each of our outstanding Ordinary Shares on the record date. The bonus rights were distributed on January 12, 2009, to the shareholders of record as of the close of business on January 11, 2009.

The rights are initially traded with, and are inseparable from our Ordinary Shares. The rights are evidenced only by the balances indicated in the book-entry account system of the transfer agent for our Ordinary Shares or, in the case of certificated shares, the certificates that represent such Ordinary Shares and any transfer of Ordinary Shares constitutes a transfer of rights. New rights accompany any new Ordinary Shares we issue after January 11, 2009 until the Distribution Date described below.

Each right will allow its holder to purchase from us half, one, two or three Ordinary Shares at a price of NIS 0.10 per Ordinary Share, once the rights become exercisable. Prior to exercise, a right does not give its holder any dividend, voting, or liquidation rights.

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The rights will not be exercisable until the earlier of the following (the “Distribution Date”):

After the Distribution Date, the rights will separate from the Ordinary Shares and will be evidenced solely by rights certificates that we will mail to all eligible holders of Ordinary Shares.

Any rights held by an Acquiring Person or any associate or affiliate thereof will be void and may not be exercised.

Our Board of Directors may reduce the threshold at which a person or group becomes an Acquiring Person from 15% to not less than 10% of our outstanding Ordinary Shares.

If a person or group becomes an Acquiring Person, all holders of rights, except for the Acquiring Person or any associate or affiliate thereof may, for NIS 0.10 per share (subject to adjustment as provided in the plan), purchase half, one, two or three Ordinary Shares, in accordance with ratio mentioned above. In addition, if, after a person or group becomes an Acquiring Person, we are later acquired in a merger or similar transaction after the Distribution Date, all holders of rights, except for the Acquiring Person, or any associate or affiliate thereof may, for NIS 0.10 per share (subject to adjustment as provided in the plan), purchase half, one, two or three Ordinary Shares, as specified above of the acquiring corporation’s common stock.

The rights will expire on January 11, 2014, unless previously redeemed, or such later date as determined by our board of directors (so long as such determination is made prior to the earlier of the Distribution Date or January 11, 2014).

Our Board of Directors may redeem the rights for no consideration at any time prior to ten days after such time that any person or group becomes an Acquiring Person. If our Board of Directors redeems any rights, it must redeem all of the rights.

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of our outstanding Ordinary Shares, our Board of Directors may extinguish the rights by exchanging each right for Ordinary Shares at an exchange ratio equal to the effective exercise ratio or an equivalent security for each right, other than rights held by the Acquiring Person and its associates and affiliates.

The terms of the plan may be amended (including terminated) by our Board of Directors without the consent of the holders of the rights. However, our Board of Directors may not amend the plan to lower the threshold at which a person or group becomes an Acquiring Person to below 10% of our outstanding Ordinary Shares. In addition, our Board of Directors may not cause a person or group to become an Acquiring Person by lowering this threshold below the percentage interest that such person or group already owns. After a person or group becomes an Acquiring Person, the Board of Directors may not amend the plan in a way that adversely affects holders of the rights.

• Ten days (or such later date as may be determined by action of our Board of Directors prior to such time as any person becomes an Acquiring Person) after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 15% or more of our outstanding Ordinary Shares, except if such person or group has become an “Acquiring Person” pursuant to an offer approved by the majority of our Board of Directors; or

• Ten business days (or a later date determined by our board before any person or group becomes an Acquiring Person) after a person or group begins a tender or exchange offer (except if such person or group has become an “Acquiring Person” pursuant to an offer approved by the majority of our Board of Directors) which, if completed, would result in that person or group becoming an Acquiring Person.

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We currently have enough authorized Ordinary Shares to implement our Shareholders Rights Plan only if our Board chooses to distribute half of an Ordinary Share for every outstanding Ordinary Share that is subject to the Shareholders Rights Plan. Exculpation, Indemnification and Insurance of Office Holders

Under the Companies Law, an Israeli company may only exculpate an office holder in advance, in whole or in part, for breach of duty of care only if a provision authorizing such exculpation is included in its articles of association. Our articles of association include such a provision. A company may not exculpate an office holder in advance from his liability towards the company which is caused by a breach of duty of care in case of distribution (as defined in the Companies Law). A company may not exculpate an office holder for breach of duty of loyalty. However, the company may approve an act performed in breach of the duty of loyalty of an office holder provided that the office holder acted in good faith, the act or its approval does not harm the company, and the office holder discloses the nature of his or her personal interest in the act and all material facts and documents a reasonable time before discussion of the approval.

A company may indemnify an office holder in respect of certain liabilities either in advance of an event or following an event provided a provision authorizing such indemnification is

inserted in its articles of association. Advance indemnification of an office holder must be limited to the following:

A company may insure an office holder against the following liabilities incurred for acts performed as an office holder:

• a financial liability imposed on him in favor of another person pursuant to a judgment, settlement or arbitrator’s award approved by court provided that the indemnification shall be limited to events which are determined by the Board of Directors, are foreseeable in light of the company’s activities at the time when the obligation for indemnification is granted, and to amounts and standards which are determined by the Board of Directors as reasonable in such event, and provided that the obligation for indemnification will specify the said events and amounts or standards;

• reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him by the company, on its behalf or by a third party, in connection with criminal proceedings in which the officer holder was acquitted or as a result of a conviction for a crime that does not require proof of criminal intent;

•

reasonable litigation expenses, including attorneys’ fees, incurred by the office holder due to investigation or proceedings instituted against the office holder by an authority authorized to conduct such investigation or proceedings and ended without filing an indictment against him and without imposing monetary liability as an alternative to criminal proceedings or ended without filing an indictment against him but in imposing monetary liability as an alternative to criminal proceedings for a crime that does not require proof of criminal intent; and

• any other matter in respect of which it is permitted or will be permitted under applicable law to indemnify an office holder in the Company.

• A breach of duty of loyalty to the company, to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company; • A breach of duty of care to the company or to a third party; • •

A financial liability imposed on the office holder in favor of a third party; and any other matter in respect of which it is permitted or will be permitted under applicable law to insure the liability of an office holder in the Company.

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An Israeli company may not, however, exculpate, indemnify or insure an office holder against any of the following:

Under the Companies Law, indemnification and insurance of office holders must be approved by our compensation committee and our Board of Directors and, in specified

circumstances, by our shareholders.

Our articles of association allow us to indemnify and insure our office holders to the fullest extent permitted by the Companies Law.

In connection with such indemnification, we have undertaken to indemnify our directors and officers for certain events listed in the indemnification letters given to them. The aggregate amount payable to the directors and officers who may have been or will be given such indemnification letters is limited to $20 million per case and per each director or officer.

Our office holders are currently covered by a directors' and officers’ liability insurance policy with an aggregate claim limit of $10 million. As of the date of this annual report, no claims for directors' and officers’ liability insurance have been filed under this policy.

Our U.S. subsidiary has also entered into indemnification agreements with certain of its key employees. These agreements provide, independent of the indemnification these individuals are entitled to by law and under the provisions of the subsidiary’s charter, indemnification for certain acts while employed by the subsidiary. These indemnification agreements contain exclusions, such as limiting indemnification that would be unlawful or that is covered by other liability insurance. Moreover, employees are not indemnified against liability to the extent that the employee gained a personal profit to which he or she is not legally entitled, including proceeds obtained from the illegal trading of our equity securities. The performance of these agreements is guaranteed by us as parent of the U.S. subsidiary, to the extent permitted by Israeli law. C. MATERIAL CONTRACTS The Rights Agreement

On January 12, 2009, we entered into a Rights Agreement, with Continental Stock Transfer & Trust Company, which provides for the implementation of the Shareholders Rights Plan authorized by our Board of Directors. On January, 2012, we entered into an amended and restated Rights Agreement with Continental Stock Transfer & Trust. For more information about the Shareholders Rights Plan see description under “Item 10.B – Memorandum and Articles of Association - Anti-Takeover Actions Taken by the Company”. The Panama Border Control Project

In June 2011 we entered into an agreement with the Ministry of Public Security of the Republic of Panama for the supply, design, installation and integration of an electronic system for the issuance of biometric visa stickers and an electronic control border system on an end-to-end turnkey module, in consideration of $6.9 million, to monitor and improve immigration verification processes and overall immigration flow in the Republic of Panama. The contract provides for the supply of OTI’s end-to-end immigration solution, based on its proprietary e-ID Magna™ platform. The solution included data enrollment and issuing stations, as well as individual means to verify identity tied to Biometric Automatic Fingerprint Identification System (AFIS), allowing for better control at border points and increased efficiencies. The system is compliant with International Civil Aviation Organization (ICAO) standards and offers a migration path to additional e-Gov applications. The term of such agreement is twenty months. We completed supply of the IT solution during the fourth quarter of 2012.

• A breach of duty of loyalty, except for indemnification and insurance for actions in which the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;

• A breach of duty of care committed intentionally or recklessly except that such recklessness is made solely negligently; • An act or omission committed with intent to derive illegal personal benefit; or • A fine levied against the office holder.

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D. EXCHANGE CONTROLS

There are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our Ordinary Shares or the proceeds from sales of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding some transactions. However, legislation remains in effect under which currency controls can be imposed by administrative action at any time.

The ownership or voting of our Ordinary Shares by non-residents of Israel, except with respect to citizens of countries which are in a state of war with Israel, is not restricted in any way by our memorandum of association or articles of association or by the laws of the State of Israel. E. TAXATION Israeli Taxation, Foreign Exchange Regulation and Investment Programs

THE FOLLOWING IS A SUMMARY OF THE MATERIAL ASPECTS OF THE CURRENT TAX STRUCTURE APPLICABLE TO COMPANIES IN ISRAEL AND THEIR EFFECT ON US. THE SUMMARY ALSO CONTAINS A DISCUSSION OF ISRAELI TAX CONSEQUENCES TO PERSONS PURCHASING OUR ORDINARY SHARES NOT BY WAY OF ISSUANCE OF BONUS SHARES AND ISRAEL GOVERNMENT PROGRAMS BENEFITING US. PORTIONS OF THIS DISCUSSION ARE BASED ON TAX LEGISLATION THAT HAS NOT YET BEEN SUBJECT TO JUDICIAL OR ADMINISTRATIVE INTERPRETATION, AND WE CANNOT ASSURE YOU THAT THE VIEWS EXPRESSED IN THIS DISCUSSION WILL BE ACCEPTED BY THE TAX AUTHORITIES IN QUESTION. THE DISCUSSION SHOULD NOT BE RELIED ON AS LEGAL OR PROFESSIONAL TAX ADVICE AND IS NOT EXHAUSTIVE OF ALL POSSIBLE TAX CONSIDERATIONS.

WE URGE INVESTORS IN OUR ORDINARY SHARES TO CONSULT THEIR OWN TAX ADVISORS AS TO THE ISRAELI OR OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FOREIGN, STATE OR LOCAL TAXES. Tax Reform

Effective as of January 1, 2003 a comprehensive tax reform took effect in Israel. Pursuant to the reform, resident companies are subject to Israeli tax on income accrued or derived in Israel or abroad. In addition, the concept of “controlled foreign corporation” was introduced according to which an Israeli company or an individual may become subject to Israeli taxes on certain income of a non-Israeli subsidiary if the subsidiary’s primary source of income is passive income (such as interest, dividends, linkage differences royalties, rental income or capital gains). The tax reform also substantially changed the system of taxation of capital gains.

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Taxation of companies

General Corporate Tax Structure. Israeli companies are subject to corporate tax at the rate of 29% of taxable income in the 2007 tax year, 27% in the 2008 tax year, 26% in the 2009 tax year and 25% in the 2010 tax year, 24% in the 2011 tax year, 23% in the 2012 tax year, 22% in the 2013 tax year, 21% in the 2014 tax year, 20% in the 2015 tax year, and as from the 2016 tax year the company tax rate will be 18%. However, the effective tax rate payable by a company which derives income from certain approved enterprises may be considerably lower, as discussed further below.

On December 5, 2011 the Knesset approved the Law to Change the Tax Burden (Legislative Amendments) – 2011. According to the law, the tax reduction that was provided in the Economic Efficiency Law, as aforementioned, will be cancelled and the regular company statutory tax rate will be 25% as from 2012.

Tax Benefits Under the Law for the Encouragement of Capital Investments, 1959. The Law for the Encouragement of Capital Investment, 1959, commonly referred to as the Investment Law, provides that a proposed capital investment in eligible facilities may, upon application to the Investment Center of the Ministry of Industry and Trade of the State of Israel, be designated as an approved enterprise. Each certificate of approval for an approved enterprise relates to a specific investment program delineated both by its financial scope, including its capital sources, and by its physical characteristics, e.g., the equipment to be purchased and utilized under the program. The tax benefits derived from any certificate of approval relate only to taxable income attributable to the specific approved enterprise. If a company has more than one approval or only a portion of its capital investments is approved, its effective tax rate is the result of a weighted combination of the applicable rates. Income derived from activity which is not integral to the activity of the enterprise should not be divided between the different approved enterprises and should not enjoy tax benefits.

Taxable income of a company derived from an approved enterprise is subject to a reduced corporate tax rate of 25%. The benefit period is a period of seven consecutive years (or ten years in the case of a foreign investors’ company as defined below), starting in the year in which the approved enterprise first generates taxable income. However, the benefit period may be shorter, as it is limited to the earlier of 12 years from the commencement of production of the Approved Enterprise or 14 years from the date of approval.

A company owning an approved enterprise may elect to forego entitlement to grants otherwise available as a result of an approved enterprise in return for an alternative package of benefits. Under the alternative package of benefits, a company’s undistributed income derived from an approved enterprise will be exempt from company tax for a period of between two and ten years from the first year of taxable income, depending on the geographic location of the approved enterprise within Israel. Upon expiration of such period, the approved enterprise is subject to tax at the rate of up to 25% (or a lower rate in the case of a foreign investors’ company, as described below), for the remainder of the otherwise applicable benefits period, as described above.

We elected to adopt the “Alternative Benefits Program” status for our investment programs. A company that has elected to receive the alternative package of benefits and that subsequently pays a dividend out of income derived from the approved enterprise during the tax exemption period will be subject to tax in respect of the amount distributed, including any company tax on these amounts, at the rate which would have been applicable had it not elected the alternative package of benefits, generally 10%-25%, depending on the percentage of the investment in the company’s shares held by foreign shareholders. The dividend recipient is taxed at the reduced rate applicable to dividends from approved enterprises, which is 15%, if the dividend is distributed during the tax exemption period or within 12 years after this period. The company must withhold this tax at source. If classified as a foreign investors’ company there is no limit on the period during which a dividend may be distributed from approved enterprise profits and it should always enjoy the benefits of the law.

Subject to the provisions of the law concerning income under the alternative package of benefits, all dividends are considered to be attributable to the entire enterprise and their effective tax rate is the result of a weighted combination of the various applicable tax rates. Under the Investment Law, a company that has elected the alternative package of benefits is not obliged to distribute exempt retained profits, and may generally decide from which year’s profits to declare dividends. We currently intend to reinvest any amount derived from our approved enterprise programs and not to distribute the income as a dividend.

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A company that has an approved enterprise program is eligible for further tax benefits if it qualifies as a foreign investors’ company. A foreign investors’ company is a company whose investees, comprising non-Israeli residents which: (a) directly or indirectly hold more than 25% of the company’s share capital and combined share and loan capital; and (b) requires a minimal investment of NIS 5 million by non-Israeli residents, which include the purchase of shares of a company from another shareholder, provided that the company's outstanding and paid up share capital exceeds NIS 5 million. A company that qualifies as a foreign investors’ company and has an approved enterprise program is eligible for tax benefits for a ten-year benefit period. The company tax rate applicable to income earned from approved enterprise programs in the benefit period (following the period, if any, of no tax) by a company meeting these qualifications is as follows:

The Investment Center bases its decision as to whether or not to approve an application on the criteria set forth in the Investment Law and regulations, the then prevailing policy of the

Investment Center, and the specific objectives and financial criteria of the applicant. Accordingly, there can be no assurance that any such applications will be approved. In addition, the benefits available to an approved enterprise are conditional upon the fulfillment of conditions stipulated in the Investment Law and its regulations and upon the criteria in the specific certificate of approval, as described above. In the event that a company does not meet these conditions, it would be required to refund the amount of tax benefits, with the addition of consumer price index linkage adjustment and interest.

The Investment Center has granted approved enterprise status to three of our investment programs under the alternative benefits option. Taxable income derived from these programs is tax exempt for a period of ten years beginning with the year in which we first generate taxable income. We have derived, and expect to continue to derive, a substantial portion of our revenues from our approved enterprise programs at our manufacturing facility. The Investment Law also provides that an approved enterprise is entitled to accelerated depreciation on its property and equipment that are included in an approved investment program. There is no certainty that the Israeli government will continue to provide the same or similar tax benefits in the future.

On March 30, 2005, the Knesset approved a reform of the Encouragement of Capital Investments Law – 1959. The amendment to the Investments Law, which is effective as of April 1, 2005, has changed certain provisions of the Investments Law. The amendment includes revisions to the criteria for investments qualified to receive tax benefits as a “Privileged Enterprise”. This amendment applies to new investment programs and investment programs commencing after 2004, and does not apply to investment programs approved prior to December 31, 2004. The primary changes are as follows:

For a company with foreign investment of Tax Rate Over 25% but less than 49% 25%49% or more but less than 74% 20%74% or more but less than 90% 15%90% or more 10%

• Companies that meet the criteria of the Alternate Path of tax benefits will receive those benefits without prior approval. In addition there will be no requirement to file reports with the Investment Center. Audit will take place via the Income Tax Authorities as part of the tax audits. Request for pre-ruling is possible.

• Tax benefits of the Alternate Path include lower tax rates or no tax depending on area and the path chosen, lower tax rates on dividends and accelerated depreciation.

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Amendment no. 68. A comprehensive amendment to the Investment Law, that became effective on January 1, 2011, had changed the benefit systems according to the Investment Law

with respect to industrial companies (benefits granted to a "Tourism Enterprise" remained unchanged). The amendment changed the goals of the Investment Law, which are no longer aimed at drawing foreign capital to Israel but, rather, to develops the market's manufacturing capacity, to improve the business sector's ability to cope with competition in international markets and to create the necessary infrastructure to create new jobs. As a result, tax benefits, available previously to foreign residents and to corporations which shares were owned by foreign residents, are cancelled.

• Grants. According to the amendment, companies in development area A, which meet the definition of a "Competitive Enterprise" (i.e., mainly, an enterprise which 25% or more of its annual sales is generated from export) will be entitled to grants (and/or loans), with respect to investments promoting the Investment Law goals, including, for example, an investment in human resources (the grant may reach up to 24% of the eligible investment).

• Tax benefits. The previous tax benefits according the Investment Law were cancelled and replaced with reduced fixed corporate tax rates, applicable to all of the Preferred Income of a Preferred Company (as opposed to the reduced tax rates or exemption from corporate tax on the portion of the revenues attributable to an approved or privileged plan, as was the case prior to the amendment). As a result, the amendment cancelled the previously existing corporate tax exemption alternative.

The terms "Privileged Enterprise", "Privileged Company" and "Privileged Income" were cancelled and replaced, respectively, with the new definitions relating to a "Preferred Enterprise", "Preferred Company" and "Preferred Income". The term "Preferred Enterprise" now refers to an industrial enterprise that qualifies as a "Competitive Enterprise" and contributes to the local gross product, or a "Competitive Enterprise" in the field of renewable energy. A "Preferred Company" is a company which meets the previous definition of a "Privileged Company" but includes also a registered partnership of which all partners are companies incorporated in Israel and excludes a company fully owned by the Israeli government. The term "Preferred Income" is based on the previous definition of "Privileged Income", however, a "Preferred Income" includes only income generated from Israeli activities. In addition, the amendment clarifies that income whose source comes from an industrial R&D rendered to a foreign resident, which received the approval of the Chief Scientist, is eligible for benefits. Royalty income is now considered a Preferred Income, if the Israeli tax authorities had confirmed such income to be accompanied to the manufacturing activities of the enterprise. It was also clarified that income from the sale of products which ingredient's source is another enterprise, which is a mine, a plant for the production of minerals or a plant for the search or production of oil, will not be considered as "Preferred Income".

• In order to receive benefits in the Grant Path or the Alternate Path, the Industrial Enterprise must contribute to the economic independence of the Country’s economy in one of the following ways:

1. The enterprise's main activity is in the area of biotechnology or nanotechnology as approved by the Head of the Administration of Industrial Research and Development, prior to the approval of the aforementioned plan.

2. The enterprise's revenues during the tax year from the plant's sales in a certain market do not exceed 75% of total revenues from the plant's total sales during that tax year. A "market" is defined as a distinct country or customs territory.

3. 25% or more of the enterprise's total revenues from the plant's sales during the tax year are from sales to a certain market that numbers at least 12 million residents.

• Upon the establishment of an enterprise, an investment of at least NIS 300 thousand in production machinery and equipment within three years is required.

• For an expansion, a company is required to invest within three years the greater of NIS 300 thousand in production machinery and equipment or a certain percentage of its existing production machinery and equipment.

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The reduced corporate tax rates applicable, according to the amendment, to the "Preferred Income" of a "Preferred Enterprise", in development area "A" and the rest of the country, in comparison to the standard corporate tax rates, are as follows:

The amendment also cancelled the requirement for a "Minimum Eligible Investment" as a condition for tax benefits eligibility. As a result, the amount a company invests in assets and

whether these assets are new or not, is irrelevant.

• Dividends. Contrary to the provisions of the Investment Law prior to the amendment, the amendment determines that a dividend distributed from a "Preferred Income" to an Israeli company shareholder, will not be taxable. Dividends distributed from "Preferred Income" to an Individual shareholder or to a foreign resident shareholder, will continue to be taxed at 15%, subject to the provisions of relevant double taxation treaties.

• A Special Preferred Enterprise. An enterprise which will meet certain criteria and will be approved as a "Special Preferred Enterprise" will enjoy a reduced 5% corporate tax rate at development area A and 8% in other areas, for a period of 10 years, on all its Preferred Income.

• Implementation. The amendment is applicable to Preferred Income derived by a Preferred Enterprise in the year 2011 and forward. As long as a company did not elect to apply the amendment, its Enterprise will continue to enjoy the tax benefits according to the Investment Law provisions prior to the amendment, until the end of the relevant Benefits Period. A company which has decided to adopt the benefits according to the amendment will deliver a notice to the Israeli tax authorities and such notice is final and may not be retrieved. In order to encourage companies to adopt the tax benefits according to the amendment, the amendment provides that a company which gives such notice not later than June 30, 2015, will be allowed to distribute a dividend from an Approved or Privileged enterprise, after payment of corporate tax, to an Israeli company shareholder, without additional taxes (compared to a 15% tax on such distribution according to the Investment Law prior to the amendment). Grants under the Law for the Encouragement of Industrial Research and Development, 1984.

Under the law for the Encouragement of Industrial Research and Development, 1984, commonly referred to as the Research Law, research and development programs which meet

specified criteria and are approved by a governmental committee of the Office of the Chief Scientist are eligible for grants of up to 50% of the project’s expenditure, as determined by the research committee, in exchange for the payment of royalties from the sale of products developed under the program. Regulations under the Research Law generally provide for the payment of royalties to the Chief Scientist of 3% to 3.5% on sales of products and services derived from our technology developed using these grants until 100% of the dollar-linked grant is repaid. For programs approved from 1999 and thereafter, the amount of the grant to be repaid will include annual interest at LIBOR from the date of approval.

Tax Year Development Area

"A" Other Areas Standard

Corporate Tax 2011 10% 15% 24% 2012 10% 15% 25% 2013 7% 12.5% 25% 2014 7% 12.5% 25% 2015 and forward 6% 12% 25%

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The terms of the Israeli government participation also require that the manufacture of products developed with government grants be performed in Israel. However, under the regulations of the Research Law, if any of the manufacturing is performed outside Israel by any entity other than us, assuming we receive approval from the Chief Scientist for the foreign manufacturing, we may be required to pay increased royalties. The increase in royalties depends upon the manufacturing volume that is performed outside of Israel follows:

If the manufacturing is performed outside of Israel by us, the rate of royalties payable by us on revenues from the sale of products manufactured outside of Israel will increase by 1%

over the regular rates. If the manufacturing is performed outside of Israel by a third party, the rate of royalties payable by us on those revenues will be a percentage equal to the percentage of our total investment in the given system that was funded by grants. In addition, in recent years the government of Israel has accelerated the rate of royalty rates for repayment of Chief Scientist grants, and may further accelerate them in the future.

The technology developed with Chief Scientist grants may not be transferred to third parties without the prior approval of a governmental committee under the Research Law, and may not be transferred to non-residents of Israel (Beginning April 1, 2005, governmental committee under the Research Law may approve a transfer of technology to non-residents of Israel under restricted conditions and in accordance with the Research Law). Approval, however, is not required for the export of products developed using the grants. Approval of the transfer of technology to residents of Israel may be granted in specific circumstances, only if the recipient abides by the provisions of the Research Law and related Regulations, including the restrictions on transfer of know-how and the obligation to pay royalties in an amount that may be increased. We cannot provide any assurance that consent, if requested, will be granted.

The funds available for grants from the Chief Scientist depend on several criteria and prevailing government policy and budget, and may be reduced or eliminated in the future. Even if these grants are maintained, there is no assurance that we will receive Chief Scientist grants in the future. In addition, each application to the Chief Scientist is reviewed separately, and grants are based on the program approved by the research committee. Expenditures supported under other incentive programs of the State of Israel are not eligible for grants from the Chief Scientist. We cannot provide any assurance that applications to the Chief Scientist will be approved and, until approved, the amounts of any grants are not determinable.

Amendment no. 5. This amendment, accepted on January 6, 2011, presents several modifications to the Research Law, several of which are described below. According to the amendment, a program will be approved only if the applicant had committed that the knowledge derived from the R&D according to the program and any other right

derived from the program, will be fully owned by the applicant. In order to encourage local industry, the amendment determines that in the event that manufacturing is performed outside of Israel or transferred abroad, increased royalty payments will apply. The amendment also broadened the opportunities to take part in multi-national projects with Industrial Corporations (instead of Industrial Enterprises before).

Tax Benefits for Research and Development. Israeli tax law allows, under specific conditions, a tax deduction in the year incurred for expenditures, including capital expenditures, relating to scientific research and development projects, if the expenditures are approved by the relevant Israeli government ministry, determined by the field of research, and the research and development is for the promotion of the enterprise and is carried out by or on behalf of the company seeking the deduction. Expenditures not so approved are deductible over a three-year period. However, expenditures made out of proceeds made available to us through government grants are not deductible according to Israeli law.

Royalties to the Chief Scientist as a Percentage of Grant Manufacturing Volume Outside of Israel 120% less than 50% 150% between 50% and less than 90% 300% 90% and more

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Tax Benefits Under the Law for the Encouragement of Industry (Taxes), 1969. The Law for the Encouragement of Industry (Taxes), 1969, generally referred to as the Industry Encouragement Law, provides several tax benefits for industrial companies. An “Industrial Company” is defined as a company resident in Israel, at least 90% of whose income in a given tax year exclusive of income from specified sources, is derived from an industrial enterprise owned by it. An “industrial enterprise” is defined as an enterprise whose major activity in a given tax year is industrial production activity.

Under the Industry Encouragement Law, industrial companies are entitled to the following preferred corporate tax benefits:

Under some tax laws and regulations, an industrial enterprise may be eligible for special depreciation rates for machinery, equipment and buildings. These rates differ based on various

factors including the date operations begin and the number of work shifts. An industrial company owning an approved enterprise may choose between the depreciation rates for an industrial company provided for in the Income Tax Regulations (Inflationary Adjustments) (depreciation rates), 1986 or the regular depreciation rates determined in the relevant Regulations.

Eligibility for benefits under the Industry Encouragement Law is not subject to receipt of prior approval from any governmental authority. We cannot assure you that we will continue to qualify as an industrial company or that the benefits described above will be available to us in the future.

Special Provisions Relating to Taxation under Inflationary Conditions. The Income Tax Law (Inflationary Adjustments), 1985, referred to as the Inflationary Adjustments Law, represents an attempt to overcome the problems presented to a traditional tax system by an economy undergoing rapid inflation. The Inflationary Adjustments Law is highly complex. These are some of its important features:

• Subject to certain limitations, depreciation deductions on fixed assets and losses carried forward are adjusted for inflation based on the increase in the Israeli consumer price

index.

Until December 31, 2006 one of the net effects of the Inflationary Adjustments Law is that our taxable income for Israeli corporate tax purposes will be different from our dollar income reflected in our financial statements, which are based on changes in the Shekel exchange rate with respect to the dollar.

The Israeli Tax Law and certain regulations promulgated there under allow "Foreign-Invested Companies," which maintain their accounts in U.S dollars in compliance with the regulations published by the Israeli Minister of Finance to base their tax returns on their operating results as reflected in the dollar financial statements or to adjust their tax returns based on exchange rate changes rather than changes in the Israeli CPI, in lieu of the of the principles set forth by the Inflationary Adjustments Law, For these purpose, Foreign-Invested company is a company, more than 25% of whose share capital, in terms of rights to profits, voting and appointment of directors, and of whose combined share and loan capital is held by persons who are not residents of Israel. A company that elects to measure its results for tax purpose based on the dollar exchange rate cannot change that election for the period of three years following the election. The Company and one of its Israeli subsidiaries are foreign investors’ companies, and have elected, commencing January 1, 2007, to keep their books and records in dollars for tax purposes, as permitted under the tax regulations.

• deduction of purchase of know-how and patents utilized in the development of the company over an eight-year period;

• deduction of expenses incurred in connection with a public stock issuance over a three-year period; and

• right to elect, under certain conditions, to file a consolidated tax return with additional related Israeli industrial companies operating a common production line.

• There is a special tax adjustment for the preservation of equity whereby certain corporate assets are classified broadly into fixed (inflation resistant) assets and non-fixed assets. Where a company’s equity, as defined in the law, exceeds the depreciated cost of fixed assets, a deduction from taxable income that takes into account the effect of the applicable annual rate of inflation on the excess is allowed up to a ceiling of 70% of taxable income in any single tax year, with the unused portion permitted to be carried forward on a linked basis. If the depreciated cost of fixed assets exceeds a company’s equity, then the excess multiplied by the applicable annual rate of inflation is added to taxable income.

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However, according to a legislation change, as of March 2008 the Inflationary Adjustment Law is cancelled and its provisions are in force until the end of the fiscal year of 2007 (except for certain specific provisions and regulations which, at this stage, are not yet cancelled). The decision to cancel the Inflationary Adjustment Law was based on the fact that the inflation rates in Israel in recent years are very low and are expected to stay low, whereas originally the law was introduced to cope with the very high inflation rates which existed in the 1980's. Taxation of our Shareholders

Reform in Taxation of Capital Market. As mentioned above, on July 24, 2002 and July 25, 2005, the Israeli parliament, the Knesset, approved extensive amendments to the Income Tax

Ordinance. The amendments substantially changed the taxation in several areas, including taxation of the capital market. Generally, the amendments shall become effective regarding taxation of the capital market on January 1, 2003.

Capital Gains Tax on Sales of Our Ordinary Shares. Israeli law imposes a capital gains tax on the sale of capital assets. The law distinguishes between real gain and inflationary surplus. The inflationary surplus is a portion of the total capital gain that is equivalent to the increase of the relevant asset’s purchase price that is attributable to the increase in the Israeli consumer price index between the date of purchase and the date of sale. The real gain is the excess of the total capital gain over the inflationary surplus. The inflationary surplus accumulated from and after December 31, 1993 is exempt from any capital gains tax in Israel. The real gain is added to ordinary income, which effective until December 31, 2002 was taxed at ordinary rates of up to 50% for individuals and 36% for corporations.

Effective January 1, 2003, when selling our Ordinary Shares purchased after December 31, 2002, the capital gains tax rate on the real gain imposed upon sale of capital assets acquired after that date has been reduced to no more than 20% if the seller is an individual or 25% if an individual sells shares in a company in which he is or was 12 months prior to sale the owner of more than 10% of any means of control. The real capital gain tax rate for a corporation is set at the ordinary corporate tax applicable; capital gains accrued from assets acquired before that date are subject to a blended tax rate based on the relative periods of time before and after that date that the asset was held.

Capital Gains Tax on Sales of Our Ordinary Shares Effective January 1, 2003. Israeli taxpayers who are not subject to the Inflationary Adjustments Law or are not entitle to maintain books in foreign currency shall be subject to 15% tax on the real capital gain in case the shares were purchased after December 31, 2002, and in case the shares were purchased before that date the sale will be subject to a blended tax in which the portion of the gain accrued until December 31, 2002 will be exempt from Israeli capital gains tax and the portion of the real gain accrued from January 1, 2003 until the date of sale will be subject to 15% tax. The taxable real gain will be based on the difference between the adjusted average value of the shares during the last three trading days before January 1, 2003 (or the adjusted original cost if it is higher than the adjusted average value) and the value of the shares at the date of sale. In the event the above calculation creates a loss; such loss can only be offset against capital gain from other traded securities according to the provisions of the Israeli law. The amount of the loss is limited to the difference between the adjusted average value and the value of the shares at the date of sale. However, such Israeli tax payers shall be subject to 25% tax on the real capital gain in the case that they deduct interest expenses and linkage differences.

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Notwithstanding the foregoing, dealers in securities in Israel and companies taxed under the Inflationary Adjustment Law or are entitled to maintain books in foreign currency are taxed at regular tax rates applicable to business income.

Notwithstanding the above, foreign securities that are bought prior to January 1, 2006, and sold after January 1, 2006 shall be subject to 35% capital gains tax on the real gains accrued until January 1, 2005 and 20% or 25% capital gains tax on the real gains accrued thereafter. However, according to tax legislation our Ordinary Shares are not considered “foreign traded securities.”

Generally under the amendment losses from tradable shares by payers of Israeli tax who are not subject to the Inflationary Adjustments Law or have the right to maintain books in foreign currency can be offset with gains from the same source (e.g., sales of foreign securities, sales of securities that are not foreign securities). Such losses can be carried forward indefinitely.

In addition, since our Ordinary Shares are traded on a stock exchange outside of Israel, gains on the sale of Ordinary Shares held by non-Israeli tax resident investors will be exempt from Israeli capital gains tax, provided, inter alia, that such capital gains are not by a permanent establishment in Israel, that such shareholders did not acquire their shares prior to the public offering and that the shareholders are not subject to the Inflationary Adjustment law or are entitle to maintain books in foreign currency all subject to the provision of the Israeli tax legislation.

Under the convention between the government of the United States of America and the government of Israel with respect to taxes on income, the sale, exchange or disposition of Ordinary Shares by a person who qualifies as a resident of the United States within the meaning of the U.S.- Israel tax treaty and who is entitled to claim the benefits afforded to the person by the U.S.-Israel tax treaty generally will not be subject to the Israeli capital gains tax unless certain exceptions apply, including where the U.S. resident holds, directly or indirectly, shares representing 10% or more of our voting power during any part of the 12-month period preceding the sale, exchange or disposition of the shares subject to certain conditions. A sale, exchange or disposition of Ordinary Shares by a treaty U.S. resident who holds, directly or indirectly, shares representing 10% or more of our voting power at any time during the preceding 12-month period would be subject to Israeli tax, to the extent applicable unless the aforementioned exemption from capital gains tax for shares listed on a Stock Exchange outside of Israel applies. However, in any case, under the U.S.-Israel tax treaty and the Israeli tax law a treaty U.S. resident will be subject to capital gains tax in Israel, the U.S. resident would be permitted to claim a credit for the taxes against the U.S. federal income tax imposed with respect to the sale, exchange or disposition, subject to the limitations in U.S. laws applicable to foreign tax credits. The U.S.-Israel tax treaty does not relate to U.S. state or local taxes.

Capital gain exemption to non-Israeli shareholders applies even in circumstances that Israel could tax according to the relevant tax treaty. Section 97(B3) determines that in order for a non-Israeli resident who is a resident of a contracting state (i.e. a country with which Israel has a double taxation treaty) to be exempt from Israeli capital gains on the sale of shares in an Israeli resident company, the seller must comply with the following:

• The shares were purchased between 31.7.2005 and 31.12.2008

• A request must be filed at the time to report the future sale

• The capital gain is not attributed to a Permanent Establishment the foreign resident has in Israel

• He was a resident of a contracting state for a period of at least 10 consecutive years before the purchase of the shares

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As the conditions of the exemption proved to be difficult to meet and in order to further encourage capital investments in Israel, Section 97(B3) was amended as part of amendment no.

169 to the Israeli Tax Ordinance, relevant to shares purchased as of January 1, 2009, and forward. According to the amendment, the requirement by which the shares should be purchased by a resident of a contracting state was cancelled and the exemption is now available also to persons who are not a resident of a contracting state, such as off shore companies. In addition, the requirement to file a notice with the Israeli tax authorities was removed, as well as the demand that the foreign resident files a report on the sale in his state of residency.

Taxation of Non-Resident Holders of Shares. Non-residents of Israel are subject to income tax on income accrued or derived from sources in Israel. Under the amendment, capital gain is deemed to accrue or derive in Israel in the case of sale of shares of an Israeli company (see above in Section "Capital Gains Tax on Sales of Our Ordinary Shares").

Non-residents of Israel are subject to tax on income accrued or derived from sources in Israel. These sources of income include passive income such as dividends, royalties and interest, as well as non-passive income, such as income received for services rendered in Israel. On distribution of dividends other than bonus shares, income tax is withheld at source, at the rate of 25%, (or 12.5% for dividends not generated by an approved enterprise if the non-resident is a U.S. corporation and holds at least 10% of our voting power throughout a certain period, and 15% for dividends generated by an approved enterprise), unless in each case a different rate is provided in a treaty between Israel and shareholder’s country of residence. Under the U.S.-Israel tax treaty, the maximum tax on dividends paid to a holder of Ordinary Shares who is a U.S. resident will be 25%. However, under the Investment Law, dividends generated by an approved enterprise are taxed at the rate of 15%.

Foreign Exchange Regulations. We are permitted to pay in Israeli and non-Israeli currency:

If we make any payments in Israeli currency, the payments may be converted into freely repatriable dollars at the rate of exchange prevailing at the time of conversion.

United States Federal Income Tax Consequences

THE FOLLOWING SUMMARY IS INCLUDED HEREIN FOR GENERAL INFORMATION AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSIDERED TO BE, LEGAL OR

TAX ADVICE. EACH U.S. HOLDER SHOULD CONSULT WITH HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND SALE OF ORDINARY SHARES, INCLUDING THE EFFECTS OF APPLICABLE STATE, LOCAL, FOREIGN OR OTHER TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.

• If the foreign resident is a corporation then it is necessary that at least 75% of the control in the corporation were held, consecutively by individuals who were themselves, residents of a contracting state for at least 10 consecutive years before the shares were purchased

• The shares were not purchased from a related party

• A notice on the purchase was given to the Israeli tax authorities 30 days from purchase

• A report on the sale of shares was filed in country of his residency

• dividends to holders of our Ordinary Shares; and

• any amounts payable with respect to our Ordinary Shares upon our dissolution, liquidation or winding up.

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U.S. Federal Income Taxation

Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the Ordinary Shares. For this purpose, a “U.S. Holder” is a holder of Ordinary Shares that is: (1) an individual citizen or resident of the United States, including an alien individual who is a lawful permanent resident of the United States or meets the substantial presence residency test under U.S. federal income tax laws; (2) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. Treasury Regulations) created or organized in or under the laws of the United States or the District of Columbia or any political subdivision thereof; (3) an estate, the income of which is subject to U.S. federal income tax regardless of source; (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have authority to control all substantial decisions of the trust; (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury Regulations; or (6) any person otherwise subject to U.S. federal income tax on a net income basis in respect of the Ordinary Shares, if such status as a U.S. Holder is not overridden pursuant to the provisions of an applicable tax treaty.

This summary is for general information purposes only and does not purport to be a comprehensive description of all of the U.S. federal income tax considerations that may be relevant to a decision to purchase or hold our Ordinary Shares. This summary generally considers only U.S. Holders that will own our Ordinary Shares as capital assets. Except to the limited extent discussed below, this summary does not consider the U.S. federal tax consequences to a person that is not a U.S. Holder, nor does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury Regulations promulgated thereunder, administrative and judicial interpretations thereof, and the U.S./Israel Income Tax Treaty, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. We will not seek a ruling from the U.S. Internal Revenue Service, or the IRS, with regard to the U.S. federal income tax treatment of an investment in our Ordinary Shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.

This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular shareholder based on such shareholder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life insurance company, regulated investment company, or other financial institution or “financial services entity”; (2) a broker or dealer in securities or foreign currency; (3) a person who acquired our Ordinary Shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our Ordinary Shares as a hedge or as part of a hedging, straddle, conversion or constructive sale transaction or other risk-reduction transaction for U.S. federal income tax purposes; (6) a tax-exempt entity; (7) real estate investment trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other than the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, Ordinary Shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of persons who hold Ordinary Shares through a partnership or other pass-through entity are not considered.

You are encouraged to consult your own tax advisor with respect to the specific U.S. federal and state income tax consequences to you of purchasing, holding or disposing of our Ordinary Shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.

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Distributions on Ordinary Shares

We do not at this time anticipate paying any dividends. But, if we do distribute property in the future, then subject to the discussion under the heading “Passive Foreign Investment Companies” below, a U.S. Holder will be required to include in gross income as ordinary income the amount of any distribution paid on Ordinary Shares (including the amount of any Israeli tax withheld on the date of the distribution), to the extent that such distribution does not exceed our current and accumulated earnings and profits, as determined for U.S. federal income tax purposes. The amount of a distribution which exceeds our earnings and profits will be treated first as a non-taxable return of capital, reducing the U.S. Holder’s tax basis in its Ordinary Shares to the extent thereof, and then capital gain. Corporate holders generally will not be allowed a deduction for dividends received. For noncorporate U.S. Holders, to the extent that their total adjusted income does not exceed applicable thresholds, the maximum federal income tax rate for “qualified dividend income” and long-term capital gains is generally 15%. For those noncorporate U.S. Holders whose total adjusted income exceeds such income thresholds, the maximum federal income tax rate for “qualified dividend income” and long-term capital gains is generally 20%. For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program. The IRS has stated that the Israel/U.S. Tax Treaty satisfies this requirement and we believe we are eligible for the benefits of that treaty.

In addition, our dividends will be qualified dividend income if our Ordinary Shares are readily tradable on NASDAQ or another established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a passive foreign investment company, or PFIC. A U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our Ordinary Shares or ADRs for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our Ordinary Shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.

The amount of a distribution with respect to our Ordinary Shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any Israeli taxes withheld therefrom. (See discussion above under “Taxation of Non-Resident Holders of Shares.”) Cash distributions paid by us in NIS will be included in the income of U.S. Holders at a U.S. Dollar amount based upon the spot rate of exchange in effect on the date the dividend is includible in the income of the U.S. Holder, and U.S. Holders will have a tax basis in such NIS for U.S. federal income tax purposes equal to such U.S. Dollar value. If the U.S. Holder subsequently converts the NIS, any subsequent gain or loss in respect of such NIS arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.

Distributions paid by us will generally be foreign source income for U.S. foreign tax credit purposes. Subject to the limitations set forth in the Code, U.S. Holders may elect to claim a foreign tax credit against their U.S. income tax liability for Israeli income tax withheld from distributions received in respect of the Ordinary Shares. In general, these rules limit the amount allowable as a foreign tax credit in any year to the amount of regular U.S. tax for the year attributable to foreign source taxable income. This limitation on the use of foreign tax credits generally will not apply to an electing individual U.S. Holder whose creditable foreign taxes during the year do not exceed $300, or $600 for joint filers, if such individual’s gross income for the taxable year from non-U.S. sources consists solely of certain passive income. A U.S. Holder will be denied a foreign tax credit with respect to Israeli income tax withheld from dividends received with respect to the Ordinary Shares if such U.S. Holder has not held the Ordinary Shares for at least 16 days out of the 31-day period beginning on the date that is 15 days before the ex-dividend date or to the extent that such U.S. Holder is under an obligation to make certain related payments with respect to substantially similar or related property. Any day during which a U.S. Holder has substantially diminished his or her risk of loss with respect to the Ordinary Shares will not count toward meeting the 16-day holding period. A U.S. Holder will also be denied a foreign tax credit if the U.S. Holder holds the Ordinary Shares in an arrangement in which the U.S. Holder’s reasonably expected economic profit is insubstantial compared to the foreign taxes expected to be paid or accrued. The rules relating to the determination of the U.S. foreign tax credit are complex, and U.S. Holders should consult with their own tax advisors to determine whether, and to what extent, they are entitled to such credit. U.S. Holders that do not elect to claim a foreign tax credit may instead claim a deduction for Israeli income taxes withheld, provided such U.S. Holders itemize their deductions.

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Disposition of Shares

Except as provided under the PFIC rules described below, upon the sale, exchange or other disposition of our Ordinary Shares, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between such U.S. Holder’s tax basis in the sold Ordinary Shares and the amount realized on the disposition of such Ordinary Shares (or its U.S. Dollar equivalent determined by reference to the spot rate of exchange on the date of disposition, if the amount realized is denominated in a foreign currency). The gain or loss realized on the sale or exchange or other disposition of Ordinary Shares will be long-term capital gain or loss if the U.S. Holder has a holding period of more than one year at the time of the disposition.

In general, gain realized by a U.S. Holder on a sale, exchange or other disposition of Ordinary Shares will generally be treated as U.S. source income for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the sale, exchange or other disposition of Ordinary Shares is generally allocated to U.S. source income. However, U.S. Treasury Regulations require such loss to be allocated to foreign source income to the extent specified dividends were received by the taxpayer within the 24-month period preceding the date on which the taxpayer recognized the loss. The deductibility of a loss realized on the sale, exchange or other disposition of Ordinary Shares is subject to limitations. Tax on Net Investment Income

U.S. Holders who are individuals, estates or trusts will generally be required to pay a new 3.8% tax on their net investment income (including dividends on and gains from the sale or other disposition of our Ordinary Shares), or in the case of estates and trusts on their net investment income that is not distributed. In each case, this tax applies only to the extent the U.S. Holder’s total adjusted income exceeds applicable thresholds. Passive Foreign Investment Companies

Special U.S. federal income tax laws apply to a U.S. Holder who owns shares of a corporation that was (at any time during the U.S. Holder’s holding period) a PFIC. We would be treated as a PFIC for U.S. federal income tax purposes for any tax year if, in such tax year, either:

For this purpose, passive income generally consists of dividends, interest, rents, royalties, annuities and income from certain commodities transactions and from notional principal

contracts. Cash is treated as generating passive income.

If we are or become a PFIC, each U.S. Holder who has not elected to treat us as a qualified electing fund by making a “QEF election”, or who has not elected to mark the shares to market (as discussed below), would, upon receipt of certain distributions by us and upon disposition of our Ordinary Shares at a gain, be liable to pay U.S. federal income tax at the then prevailing highest tax rates on ordinary income plus interest on such tax, as if the distribution or gain had been recognized ratably over the taxpayer’s holding period for the Ordinary Shares. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would not receive a step-up to fair market value as of the date of the decedent’s death, but instead would be equal to the decedent’s basis if lower, unless all gain were recognized by the decedent. Indirect investments in a PFIC may also be subject to special U.S. federal income tax rules.

• 75% or more of our gross income (including our pro rata share of gross income for any company, U.S. or foreign, in which we are considered to own 25% or more of the shares by value), in a taxable year is passive (the “Income Test”); or

• At least 50% of our assets, averaged over the year and generally determined based upon value (including our pro rata share of the assets of any company in which we are considered to own 25% or more of the shares by value), in a taxable year are held for the production of, or produce, passive income (the “Asset Test”).

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The PFIC rules would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the Ordinary Shares while we are a PFIC, provided that we comply with specified reporting requirements. Instead, each U.S. Holder who has made such a QEF election is required for each taxable year that we are a PFIC to include in income such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains as long-term capital gain, regardless of whether we make any distributions of such earnings or gain. In general, a QEF election is effective only if we make available certain required information. The QEF election is made on a shareholder-by-shareholder basis and generally may be revoked only with the consent of the IRS. Although we have no obligation to do so, we intend to comply with the applicable information reporting requirements for U.S. Holders to make a QEF election.

A U.S. Holder of PFIC shares which are traded on qualifying public markets, including the NASDAQ, can elect to mark the shares to market annually, recognizing as ordinary income or loss each year an amount equal to the difference as of the close of the taxable year between the fair market value of the PFIC shares and the U.S. Holder’s adjusted tax basis in the PFIC shares. Losses are allowed only to the extent of net mark-to-market gain previously included in income by the U.S. Holder under the election for prior taxable years.

Based on our estimated gross income, the average value of our gross assets (assuming that we are entitled to value our intangible assets using the methods suggested for publicly traded corporations) and the nature of our business, we believe that we were not a PFIC in 2012, we will not be considered a PFIC for our current taxable year, and there is only a small chance that we will be a PFIC in the foreseeable future. Since PFIC status is a factual determination that must be made annually and is therefore subject to change, our status in the current and future years depends on our assets and activities in those years. Because the market value of our Ordinary Shares is likely to fluctuate and because the market price of the shares of a technology companies has been especially volatile, we cannot assure you whether or not we will be considered a PFIC for any taxable year. Also, because PFIC status is in part based on facts on and through December 31 of each year, it is not possible to determine whether we will have become a PFIC for a calendar year until after the close of the year, when we finalize our financial information on and through December 31. In addition, we cannot provide assurance that the applicable tax law will not change in a manner which adversely affects our PFIC determination. If we were a PFIC for a taxable year, a U.S. Holder could be subject to interest charges and higher tax rates with respect to any gain from the sale or exchange of, and certain distributions with respect to our Ordinary Shares.

If we are or become a PFIC, as noted above, a U.S. Holder of our Ordinary Shares could make a variety of elections (described above) that may alleviate the tax consequences referred to above. However, it is expected that the conditions necessary for making an election to treat us as QEF will not be available. You should consult your tax advisor regarding our potential status as a PFIC and the tax consequences to you, including tax return filing requirements, that would arise if were treated as a PFIC. Information Reporting and Withholding

A U.S. Holder may be subject to backup withholding at a rate of 28% with respect to cash dividends and proceeds from a disposition of Ordinary Shares. In general, back-up withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated exempt recipients, such as corporations and tax-exempt organizations. Backup withholding is not an additional tax and may be claimed as a credit against the U.S. federal income tax liability of a U.S. Holder, provided that the required information is timely furnished to the IRS.

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Under the Hiring Incentives to Restore Employment Act of 2010 (the “HIRE Act”), some payments made to “foreign financial institutions” in respect of accounts of U.S. stockholders at such financial institutions may be subject to withholding at a rate of 30%. U.S. Treasury Regulations provide that such withholding will only apply to distributions paid on or after January 1, 2014, and to other “withholdable payments” (including payments of gross proceeds from a sale or other disposition of our ordinary shares) made on or after January 1, 2017. U.S. Holders should consult their tax advisors regarding the effect, if any, of the HIRE Act on their ownership and disposition of our Ordinary Shares. See “Non-U.S. Holders of Ordinary Shares.” Non-U.S. Holders of Ordinary Shares

Except as provided below, an individual, corporation, estate or trust that is not a U.S. Holder generally will not be subject to U.S. federal income or withholding tax on the payment of dividends on, and the proceeds from the disposition of, our Ordinary Shares.

A non-U.S. Holder may be subject to U.S. federal income or withholding tax on a dividend paid on our Ordinary Shares or the proceeds from the disposition of our Ordinary Shares if: (1) such item is effectively connected with the conduct by the non-U.S. Holder of a trade or business in the United States or, in the case of a non-U.S. Holder that is a resident of a country which has an income tax treaty with the United States, such item is attributable to a permanent establishment or, in the case of gain realized by an individual non-U.S. Holder, a fixed place of business in the United States; (2) in the case of a disposition of our Ordinary Shares, the individual non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and other specified conditions are met; (3) the non-U.S. Holder is subject to U.S. federal income tax pursuant to the provisions of the U.S. tax law applicable to U.S. expatriates.

In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our Ordinary Shares if payment is made through a paying agent or office of a foreign broker outside the United States. However, if payment is made in the United States or by a U.S. related person, non-U.S. Holders may be subject to backup withholding, unless the non-U.S. Holder provides on an applicable Form W-8 (or a substantially similar form) a taxpayer identification number, certifies to its foreign status, or otherwise establishes an exemption. A U.S. related person for these purposes is a person with one or more current relationships with the United States.

The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.

The HIRE Act may impose withholding taxes on some types of payments made to “foreign financial institutions” and some other non-U.S. entities. Under the HIRE Act, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. Holders that own Ordinary Shares through foreign accounts or foreign intermediaries and specified non-U.S. Holders. The HIRE Act imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, Ordinary Shares paid from the United States to a foreign financial institution or to a foreign nonfinancial entity, unless (1) the foreign financial institution undertakes specified diligence and reporting obligations or (2) the foreign nonfinancial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial institution, it generally must enter into an agreement with the U.S. Treasury that requires, among other things, that it undertake to identify accounts held by specified U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to other specified account holders. U.S. Treasury Regulations provide that such withholding will only apply to distributions paid on or after January 1, 2014, and to other “withholdable payments” (including payments of gross proceeds from a sale or other disposition of our ordinary shares) made on or after January 1, 2017. You should consult your tax advisor regarding the HIRE Act.

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F. DIVIDENDS AND PAYING AGENTS

Not applicable. G. STATEMENT BY EXPERTS

Not applicable. H. DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, applicable to foreign private issuers and fulfill the obligation with respect to such requirements by filing reports with the Securities and Exchange Commission. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the Securities and Exchange Commission as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. You may read and copy any document we file with the Securities and Exchange Commission without charge at the Securities and Exchange Commission’s public reference room at 100 F Street, N.E., Washington D.C. 20549. Copies of such material may be obtained by mail from the Public Reference Branch of the Securities and Exchange Commission at such address, at prescribed rates. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the public reference room. A copy of each report submitted in accordance with applicable United States law is also available for public review at our principal executive offices.

In addition, the Securities and Exchange Commission maintains an Internet website at http://www.sec.gov that contains reports and other material that are filed through the Securities and Exchange Commission’s Interactive Data Electronic Application. I. SUBSIDIARY INFORMATION

Not applicable. ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to a variety of risks, including changes in interest rates affecting primarily the interest on the loans we take, interest received on cash equivalents, short-term investments and foreign currency fluctuations. We may in the future undertake hedging or other similar transactions if our management determines that it is necessary to offset these risks.

Interest Rate Risk

Our exposure to market risks for changes in interest rates relates primarily to our cash and cash equivalents, short term investments and to loans we take that are based on a floating/fixed interest rate.

Our cash and cash equivalents and short term investments are held substantially in U.S. Dollars and NIS with financial banks and bear annual interest of approximately 2.6%.

As of December 31, 2012, we had fixed and variable interest rate long-term loan obligations of which 1.5 million was denominated in USD, $1.1 million was denominated in Euros, $955,000 was denominated in Polish Zloty, $721,000 was denominated in NIS, and $82,000 was denominated in South African Rand. These loans will be repaid during the next eight years. The carrying values of the loans are equivalent to or approximate their fair market value as they bear interest at approximate market rates.

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Foreign Currency Exchange and Inflation Risks Our functional and reporting currency is the U.S. Dollar. We generate a significant portion of our revenues and we incur some of our expenses in other currencies. As a result, we are

exposed to the risk that the rate of inflation in countries in which we are active other than the United States will exceed the rate of devaluation of such countries’ currencies in relation to the dollar or that the timing of this devaluation will lag behind inflation in such countries. To date, we have been affected by changes in the rate of inflation or the exchange rates of other countries’ currencies compared to the dollar, and we cannot assure you that we will not be adversely affected in the future.

The annual rate of inflation in Israel was 1.6% in 2012, 2.2% in 2011, and 2.7% in 2010. The NIS revaluated by approximately 2.3% and 6.0% in 2012 and 2010, respectively, against the U.S. Dollar and devaluated by approximately 7.7% in 2011 against the U.S. Dollar.

The functional currency of InterCard Systemelectronic, Inseal SAS and PARX France is Euro, of ASEC Spolka Akcyjna is the Polish Zloty, of OTI Africa is the South-African Rand and of MCT is the Chinese Yuan Renminbi. Significantly all of these subsidiaries’ revenues are earned, and significantly all of their expenses are incurred, in their functional currencies. To the extent that there are fluctuations between the Euro, the Polish Zloty, the South-African Rand and/or the Chinese Yuan Renminbi versus the U.S. Dollar, the translation adjustment will be included in our consolidated changes in shareholders’ equity and will not impact the consolidated statement of operations. Our exposure to the exchange rate of the U.S. dollar against the Yuan Renminbi has decreased following the sale of assets of MCT the sale of our assets related to inlay production and machinery therefore.

Our operations could also be adversely affected if we are unable to limit our exposure to currency fluctuations in the future. Accordingly, we may enter into currency hedging transactions to decrease the risk of financial exposure to fluctuations in the exchange rate of the U.S. Dollar against the NIS or other currencies. However, these measures may not adequately protect us from material adverse effects resulting from currency fluctuations. In addition, if we wish to maintain the dollar-denominated value of sales made in other currencies, any devaluation of the other currencies relative to the U.S. Dollar would require us to increase our other currency denominated selling prices. That could cause our customers to cancel or decrease orders. ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES Item 12.A Debt Securities

Not applicable. Item 12.B Warrants and Rights

Not applicable. Item 12.C Other Securities

Not applicable. Item 12.D American Depositary Shares

The Company does not have any outstanding American Depositary Shares or American Depositary Receipts.

PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

There are no defaults, dividend arrearages or delinquencies that are required to be disclosed.

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ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None. ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Our management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, are responsible for establishing and maintaining our disclosure controls and procedures (within the meaning of Rule 13a-15(e) of the Securities Exchange Act of 1934). These controls and procedures were designed to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information was made known to our management, including our CEO and CFO, by others within the Company, as appropriate to allow timely decisions regarding required disclosure. We evaluated these disclosure controls and procedures under the supervision of our CEO and CFO as of December 31, 2012. Based upon that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures are effective.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting policies and procedures are designed under the supervision of the CEO and CFO to provide reasonable assurance regarding the reliability of the financial reporting and preparation of the financial statements for the external reporting purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2012.

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report regarding internal control over financial reporting was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit us to provide only management's report in this annual report.

(c) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our fiscal year ended December 31, 2012, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

98

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTS

Our Board of Directors has determined that Mark Stolper, member of our audit committee, is an audit committee financial expert, as that term is defined in Item 16A of Form 20-F and is independent as that term is defined in NASDAQ Listing Rule 5605(a)(2). ITEM 16B. CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to our directors, executive and financial officers and all of our employees. The Code of Business Conduct and Ethics is publicly available on our website at www.otiglobal.com and we will provide persons with a written copy upon written request made to us. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of these codes to our Chief Executive Officer, Chief Financial Officer or corporate controller, we will disclose the nature of such amendment or waiver on our website. ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Policy on Pre-Approval of Audit and Non-Audit Services of Independent Auditors

Our audit committee is responsible for the oversight of our independent auditors’ work. The audit committee’s policy is to pre-approve all audit and non-audit services provided by

Somekh Chaikin (a member of KPMG International). These services may include audit services, audit-related services, tax services and other services, as further described below. The audit committee sets forth the basis for its pre-approval in detail, listing the particular services or categories of services which are pre-approved, and setting forth a specific budget for such services. Additional services may be pre-approved by the audit committee on an individual basis. Once services have been pre-approved, Somekh Chaikin and our management then report to the audit committee on a periodic basis regarding the extent of services actually provided in accordance with the applicable pre-approval, and regarding the fees for the services performed. Principal Accountant Fees and Services

The following fees were billed by KPMG International for professional services rendered thereby for the years ended December 31:

2011 2012 Audit fees (1) $ 281,000 $ 290,904 Audit related fee (2) $ 43,000 $ 24,930 Tax fees (3) $ 24,000 $ 19,3000 $ 348,000 $ 335,134

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(1) The audit fees for the years ended December 31, 2011 and 2012, are the aggregate fees billed or billable (for the year) for the professional services rendered for the audits of our 2011

and 2012 annual consolidated financial statements, review of consolidated quarterly financial statements of 2011 and 2012, and services that are normally provided in connection with statutory audits of us and our subsidiaries, consents and assistance with review of documents filed with the SEC.

(2) The audit-related fees for the years ended December 31, 2011 and 2012 were for services in respect of employee benefit plan audits and internal control reviews.

(3) Tax fees are the aggregate fees billed (in the year) for professional services rendered for tax compliance and tax advice other than in connection with the audit. Pre-Approval Policies and Procedures

Our audit committee pre-approved all audit and non-audit services provided to us and to our subsidiaries during the periods listed above. The committee approves discrete projects on a case-by-case basis that may have a material effect on our operations and also considers whether proposed services are compatible with the independence of the public accountants.

Nevertheless, during 2010 we adopted a pre-approval policy, pursuant to which the audit committee pre-approves and delegates to our chairman the authority to approve the retention of ad-hoc audit and non-audit services from our independent auditors, beyond the scope approved by the audit committee as part of the annual audit plan.

Pursuant to said policy, our chairman, upon the recommendation of our management, can approve an audit or non-audit service, for a specific and limited scope, the fees for which do not exceed $5,000, provided that such additional services by the independent auditors shall not impair their independency. The chairman shall notify the audit committee of any such additional services approved and the delegation of authority to the chairman shall not derogate from the audit committee’s responsibilities.

None.

None.

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

None.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

100

ITEM 16G. CORPORATE GOVERNANCE

As a foreign private issuer whose shares are listed on the NASDAQ Global Market, we are permitted to follow certain home country corporate governance practices instead of certain requirements of the NASDAQ Rules.

As a foreign private issuer listed on the NASDAQ Global Market, we may follow home country practice with regard to, among other things, composition of the Board of Directors, directors nomination process and regularly scheduled meetings at which only independent directors are present. In addition, we may follow our home country practice, instead of the NASDAQ Rules, which require that we obtain shareholder approval for certain dilutive events, such as for the establishment or amendment of certain equity based compensation plans, an issuance that will result in a change of control of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead of NASDAQ requirements must submit to NASDAQ in advance a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the Securities and Exchange Commission or on its website each such requirement that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules.

Rule 5620(c) to NASDAQ Listing Rules requires that an issuer listed on NASDAQ should have a quorum requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting stock. However, the Company’s articles of association, consistent with the Companies Law, provide for a lower quorum in the event that a quorum is not present within half an hour following the time appointed for a meeting that was adjourned. Our quorum requirements for an adjourned meeting do not comply with the NASDAQ requirements and we instead follow our home country practice.

Although Rule 5635(c) to NASDAQ Listing Rules requires shareholder approval of equity compensation plans and material amendments thereto, we follow Israeli practice, which is to have such plans and amendments approved only by the Board of Directors, unless such arrangements are for the compensation of directors, in which case they also require the approval of the audit committee and the shareholders.

We have chosen to follow our home country practice in lieu of the requirements of Rule 5250(d)(1), relating to an issuer's furnishing of its annual report to shareholders and we post our annual report on Form 20-F on our web site (www.otiglobal.com) as soon as practicable following the filing of the annual report on Form 20-F with the SEC. ITEM 16H. MINE SAFETY DISCLOSURE

Not applicable.

101

PART III Item 17. FINANCIAL STATEMENTS

The Company has elected to furnish financial statements and related information specified in Item 18. Item 18. FINANCIAL STATEMENTS

Index to the Financial Statements of the Registrant

Report of Independent Registered Public Accounting Firm F-2

Consolidated Balance Sheets F-3—F-4

Consolidated Statements of Operations F-5

Consolidated Statements of Comprehensive Loss F-6

Consolidated Statements of Changes in Equity F-7

Consolidated Statements of Cash Flows F-8—F-9

Notes to the Consolidated Financial Statements F-10—F-40

102

Item 19. EXHIBITS.

Exhibit No. Description

1 Articles of Association. (1)

2 Shareholders Rights Agreement, dated as of January 12, 2009, as amended and restated on January 11, 2012, between the Registrant and Continental Stock Transfer & Trust Company. (1)

4.1 Original Section 102 Share Option Plan of the Registrant.(2)

4.2 Stock Compensation Program and Stock Award Agreement of OTI America, Inc.(3)

4.3 2008 Employee Stock Purchase Plan of the Registrant. (4)

4.4 2001 Employee Share Purchase Plan of the Registrant.(3)

4.5 2001 Share Option Plan of the Registrant.(5)

4.6 Application to Approve a Trustee for an Option Plan pursuant to Section 102 of the Income Tax Ordinance; and Deed of Trust. (2)

4.7 Long Term Lease Agreement, dated as of March 6, 2002 by and between the Israel Lands Authority and the Registrant.(3)

4.8 Form of Letter of Exemption and Indemnification between the Registrant and its directors and officers.(6)

4.9 Form of Securities Purchase Agreement between the Registrant and various investors, dated as of October 27, 2005.(7)

4.10^ Agreement, dated November 25, 2009, by and between the Tanzania Revenue Authority and the Registrant. (8)

4.11^ Supply Agreement, dated December 22, 2009, by and between SMARTRAC N.V. and the Registrant. (8)

4.12 Asset Purchase Agreement, dated December 22, 2009, by and among SMARTRAC Singapore Trading PTE, Millennium Card´s Technology Limited, and the Registrant. (8)

4.13^ Supply, Integration and Maintenance Services Agreement, dated December 9, 2009, by and between the Registrant and the Direccion General De Registro Civil, Identificaciòn y Cedulacion of Ecuador (unofficial English translation from Spanish original). (8)

4.14^ Supply of Electronic Identification Cards Agreement, dated December 11, 2009, by and between the Registrant and the Direccion General De Registro Civil, Identificaciòn y Cedulacion of Ecuador (unofficial English translation from Spanish original). (8)

4.15 Agreement dated June 20, 2011, between OTI Panama S.A. and the Ministy of Public Security of Panama (unofficial English translation from Spanish original).

8.1 List of subsidiaries (filed herewith).

12.1 Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).

12.2 Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 (filed herewith).

13.1 Certification of Chief Executive Officer, pursuant Rule 13a-14(b) under the Securities Exchange Act of 1934, and 18 U.S.C. Section 1350 (furnished herewith).

13.2 Certification of Chief Financial Officer, pursuant Rule 13a-14(b) under the Securities Exchange Act of 1934, and 18 U.S.C. Section 1350 (furnished herewith).

15 Consent of Independent Registered Public Accounting Firm (filed herewith).

101 The following financial information from our Annual Report on Form 20-F for the year ended December 31, 2011, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Changes in Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to the Consolidated Financial Statements, tagged as blocks of text and in detail (furnished herewith).

103

(1) Previously filed with the Company’s Registration Statement on Form 8-A/A (Amendment No. 1), filed with the SEC on January 12, 2009, and Statement on Form 8-A/A (Amendment No.

2) filed with the SEC on January 11, 2012.

(2) Previously filed with an amendment to the Company’s Registration Statement on Form F-1, filed with the SEC on September 11, 2002.

(3) Previously filed with the Company’s Registration Statement on Form F-1, filed with the SEC on June 14, 2002.

(4) Previously filed with the Company’s Registration Statement on Form S-8, filed with the SEC on March 6, 2008.

(5) Previously filed with the Company’s Registration Statement on Form S-8, filed with the SEC on March 25, 2011.

(6) Previously filed with the Company’s report on Form 6-K, as Schedule B to such report, filed with the SEC on June 25, 2008.

(7) Previously filed with the Company’s report on Form 6-K filed with SEC on November 8, 2005.

(8) Previously filed with the Company’s Annual Report on Form 20-F/A (Amendment No. 2), filed with the SEC on March 16, 2012.

^ Confidential treatment granted as to certain portions.

104


and its Subsidiaries

Consolidated Financial Statements As of December 31, 2012


and its Subsidiaries Consolidated Financial Statements as of December 31, 2012

Contents

Page

Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 - F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Comprehensive Loss F-6 Consolidated Statements of Changes in Equity F-7 Consolidated Statements of Cash Flows F-8 - F-9 Notes to the Consolidated Financial Statements F-10 - F-39

Report of Independent Registered Public Accounting Firm The Board of Directors and Shareholders On Track Innovations Ltd.: We have audited the accompanying consolidated balance sheets of On Track Innovations Ltd. ("the Company") and its subsidiaries as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2012. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company and its subsidiaries as of December 31, 2012 and 2011 and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. /s/Somekh Chaikin Certified Public Accountants (Isr.) A Member Firm of KPMG International Tel Aviv, Israel April 30, 2013

F - 2


and its Subsidiaries Consolidated Balance Sheets

US dollar in thousands except share and per share data

The accompanying notes are an integral part of these consolidated financial statements.

December 31 2011 2012 Assets Current assets Cash and cash equivalents $ 12,517 $ 9,304 Short-term investments 15,952 8,712 Trade receivables (net of allowance for doubtful accounts of $233 and $431 as of December 31, 2011 and December 31, 2012, respectively) 11,328 7,516 Other receivables and prepaid expenses 1,947 5,349 Short term restricted deposit for employees benefit - 2,922 Inventories 8,196 7,049 Total current assets 49,940 40,852 Long term restricted deposit for employees benefit - 1,099 Severance pay deposits 1,473 836 Property, plant and equipment, net 13,227 13,074 Intangible assets, net 609 656 Goodwill 485 485 Total Assets $ 65,734 $ 57,002

F - 3


and its Subsidiaries Consolidated Balance Sheets



December 31 2011 2012 Liabilities and Equity Current Liabilities Short-term bank credit and current maturities of long-term bank loans $ 6,793 $ 7,368 Trade payables 8,441 10,696 Accrued severance pay - 3,539 Other current liabilities 5,315 10,971 Total current liabilities 20,549 32,574 Long-Term Liabilities Long-term loans, net of current maturities 4,026 2,224 Accrued severance pay 4,502 2,032 Deferred tax liability 65 53 Total long-term liabilities 8,593 4,309 Total Liabilities 29,142 36,883 Liabilities related to discontinued operation 150 - Commitments and Contingencies Equity Shareholders' Equity Ordinary shares of NIS 0.1 par value: Authorized – 50,000,000 shares as of December 31, 2011 and December 31, 2012; issued: 32,313,761 and 32,938,011 shares as of December 31, 2011 and December 31, 2012, respectively; outstanding: 31,135,062 and 31,759,312 shares as of December 31, 2011 and December 31, 2012, respectively 808 820 Additional paid-in capital 209,741 210,853 Treasury shares at cost - 1,178,699 shares (2,000) (2,000)Accumulated other comprehensive income (loss) (83) 36 Accumulated deficit (171,737) (189,131)Shareholder’s equity 36,729 20,578 Non-controlling interest (287) (459) Total Equity 36,442 20,119 Total Liabilities and Equity $ 65,734 $ 57,002

F - 4

On Track Innovations Ltd. and its Subsidiaries

Consolidated Statements of Operations



Year ended December 31 2010 2011 2012 Revenues Sales $ 49,590 $ 39,200 $ 34,920 Licensing and transaction fees 4,037 12,055 5,044 Total revenues 53,627 51,255 39,964 Cost of revenues Cost of sales 24,748 24,225 20,041 Cost of licensing and transaction fees - 714 - Total cost of revenues 24,748 24,939 20,041 Gross profit 28,879 26,316 19,923 Operating expenses Research and development 8,373 9,163 8,649 Selling and marketing 11,643 13,705 16,468 General and administrative 9,479 9,346 11,283 Amortization of intangible assets 575 507 211 Total operating expenses 30,070 32,721 36,611 Operating loss (1,191) (6,405) (16,688)Financial expenses, net (1,397) (419) (707) Loss before taxes on income (2,588) (6,824) (17,395) Taxes on income (411) (269) (167) Net loss from continuing operations (2,999) (7,093) (17,562)Net loss from discontinued operations (3,292) - - Net loss (6,291) (7,093) (17,562) Net loss attributable to non-controlling interest 102 168 168 Net loss attributable to shareholders $ (6,189) $ (6,925) $ (17,394)

Basic and diluted net loss attributable to shareholders per ordinary share From continuing operations $ (0.12) $ (0.22) $ (0.54)From discontinued operations $ (0.13) $ - $ - $ (0.25) $ (0.22) $ (0.54)

Weighted average number of ordinary shares used in computing basic and diluted net loss per ordinary share 24,615,526 31,524,315 32,168,373

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and its Subsidiaries Consolidated Statements of Comprehensive Loss

US dollar in thousands



Year ended December 31 2010 2011 2012 Total comprehensive loss: Net loss $ (6,291) $ (7,093) $ (17,562)Foreign currency translation adjustments (315) (438) 171 Net unrealized gain (loss) on available-for-sale securities 405 (32) 43 Reclassification adjustment for gain on available-for-sale securities (14) (253) (99) Total comprehensive loss $ (6,215) $ (7,816) $ (17,447)Comprehensive loss attributable to the non-controlling interest 101 163 172 Total comprehensive loss attributable to shareholders $ (6,114) $ (7,653) $ (17,275)

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and its Subsidiaries Consolidated Statements of Changes in Equity

US dollar in thousands, except share and per share data



Accumulated Additional other Non- Number of Share paid-in Treasury comprehensive Accumulated controlling Total Shares issued capital capital Shares Income (loss) deficit interest equity Balance as of January 1, 2010 23,946,316 $ 571 $ 187,473 $ - $ 570 $ (158,623) $ (23) $ 29,968 Changes during the year ended December 31, 2010: Stock-based compensation related to options and shares issued to employees and others - - 3,419 - - - - 3,419 Exercise of options and warrants 1,437,694 39 41 - - - - 80 Payments to acquire treasury shares - - - (1,136) - - - (1,136)Foreign currency translation adjustments - - - - (316) - 1 (315) Change in net unrealized gain on available- for-sale securities

- - - - 391 - - 391

Net loss - - - - - (6,189) (102) (6,291)Balance as of December 31, 2010 25,384,010 $ 610 $ 190,933 $ (1,136) $ 645 $ (164,812) $ (124) $ 26,116 Changes during the year ended December 31, 2011: Stock-based compensation related to options and shares issued to employees and others - - 1,933 - - - - 1,933 Exercise of options and warrants 799,230 22 186 - - - - 208 Shares issued in connection with the purchase of business operation 130,521 4 358 - - - - 362 Adjustment to contingent consideration in connection with the purchase of business operation - - (116) - - - - (116)Issuance of shares, net of issuance expenses of $268 6,000,000 172 16,447 - - - - 16,619 Payments to acquire treasury shares - - - (864) - - - (864)Foreign currency translation adjustments - - - - (443) - 5 (438)

Change in net unrealized gain on available- for-sale securities - - - - (285) - - (285) Net loss - - - - - (6,925) (168) (7,093)Balance as of December 31, 2011 32,313,761 $ 808 $ 209,741 $ (2,000) $ (83) $ (171,737) $ (287) $ 36,442 Changes during the year ended December 31, 2012: Stock-based compensation related to options issued to employees and others

- - 951 - - - - 951 Exercise of options and warrants 624,250 12 - - - - - 12 Warrants issued in connection with the purchase of business operation - - 147 - - - - 147 Adjustment to contingent consideration in connection with the purchase of business operation - - 14 - - - - 14 Foreign currency translation adjustments - - - - 175 - (4) 171 Change in net unrealized gain on available-for-sale securities

- - - - (56) - - (56)

Net loss - - - - - (17,394) (168) (17,562)Balance as of December 31, 2012 32,938,011 $ 820 $ 210,853 $ (2,000) $ 36 $ (189,131) $ (459) $ 20,119

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and its Subsidiaries Consolidated Statements of Cash Flows




Year ended December 31 2010 2011 2012 Cash flows from operating activities Net loss from continuing operations $ (2,999) $ (7,093) $ (17,562)Adjustments required to reconcile net loss to net cash used in continuing operating activities: Stock-based compensation related to options and shares issued to employees and others 3,419 1,933 951 Loss (gain) on sale of property and equipment (3) 24 (295) Amortization of intangible assets 575 507 211 Depreciation 1,553 1,679 1,537 Changes in operating assets and liabilities: Accrued severance pay, net 111 657 1,132 Accrued interest and linkage differences 164 (370) (258)Decrease in deferred tax liability (36) (19) (12)Linkage differences on receivable from sale of operation - (68) - Decrease (increase) in trade receivables 1,484 (6,392) 3,524 Increase in allowance for doubtful accounts 29 28 319 Decrease (increase) in other receivables and prepaid expenses 892 (452) (2,692)Decrease (increase) in inventories (2,377) 219 1,224 Increase (decrease) in trade payables (2,704) 2,159 1,782 Increase (decrease) in other current liabilities (7,020) (3,693) 5,640 Net cash used in continuing operating activities (6,912) (10,881) (4,499) Cash flows from investing activities Acquisition of business operation (Supplement C) - (400) (100)Purchase of property and equipment (2,346) (1,191) (1,043)Payment of contingent consideration in connection with the purchase of a subsidiary (186) - - Purchase of short term investments (5,230) (14,697) (10,403)Investment in restricted deposit for employees benefit - - (3,891)Proceeds from maturity or sale of short term investments 2,013 7,420 17,712 Proceeds from sale of fixed assets 20 93 299 Net cash provided by (used in) continuing investing activities (5,729) (8,775) 2,574 Cash flows from financing activities Increase (decrease) in short-term bank credit, net (311) (1,510) 1,700 Proceeds from long-term bank loans 4,650 2,814 390 Repayment of long-term bank loans (1,031) (2,146) (3,496)Proceeds from issuance of shares, net of issuance expenses - 16,619 - Payments to acquire treasury shares (1,136) (864) - Proceeds from exercise of options and warrants 80 208 12 Net cash provided by (used in) continuing financing activities 2,252 15,121 (1,394) Cash flows from discontinued operations Net cash used in discontinued operating activities (3,305) (539) (150)Net cash provided by discontinued investing activities 2,300 2,404 - Total net cash provided by (used in) discontinued activities (1,005) 1,865 (150)

Effect of exchange rate changes on cash and cash equivalents (81) (222) 256 Decrease in cash and cash equivalents (11,475) (2,892) (3,213)Cash and cash equivalents at the beginning of the year 26,884 15,409 12,517 Cash and cash equivalents at the end of the year $ 15,409 $ 12,517 $ 9,304

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and its Subsidiaries Consolidated Statements of Cash Flows (cont’d)



Year ended December 31 2010 2011 2012 Supplementary cash flows information: A. Cash paid during the period for:

Interest paid $ 136 $ 324 $ 329

Income taxes paid $ 167 $ 237 $ -

B. Non-cash transactions:

Other liabilities $ - $ 116 $ (14)

Receivables related to sale of operation $ 2,336 $ - $ -

C. Acquisition of business operations:

Assets acquired and liabilities assumed of the business at date of acquisition:

Working capital surplus $ - $ (89) $ 9 Property and equipment - (15) - Goodwill - (485) - Customer relationships - (102) - Brand - (28) - Technology - (43) (256)

- (762) (247)

Issuance of shares and warrants in consideration for the acquisition - 362 147 $ - $ (400) $ (100)

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and Subsidiaries Notes to the Consolidated Financial Statements

In thousands, except share and per share data Note 1 - General

A. Introduction

On Track Innovations Ltd. (the “Company”) was founded in 1990 under the laws of the State of Israel. The Company and its subsidiaries (together the “Group”) are principally engaged in the field of design, development, manufacture and sale of contactless microprocessor-based smart card systems. In November 2002, the Company’s shares began trading on NASDAQ.

As to the Company’s major customers, see Note 15.

Certain definitions

$ - United States Dollars NIS - New Israeli Shekel

B. Acquisition of subsidiaries and business operations:

1. In April 2012, the Company completed, through its subsidiary PARX Ltd, the purchase of 100% of the share capital of CPI Communication Ltd. (“CPI”), an Israeli-based company that provides private parking solutions across Israel (hereinafter- "the CPI Transaction"). CPI was purchased in order to expand the Company’s product offering, for a purchase price of $247, comprised of $100 in cash and $147 in share based payment, by issuance of 90,361 warrants to purchase the Company's ordinary shares. The 90,361 warrants were issued with a par value exercise price and shell vest in five equal installments over a vesting period of five years. The acquisition was accounted for as a business combination, using the purchase method of accounting and the Company allocated the purchase price according to the fair value of the tangible and intangible assets acquired and liabilities assumed. Transaction costs were expensed. As part of the purchase price allocation, the Company recognized a technology intangible asset, at an estimated fair value of $256. The intangible asset will be amortized on a straight line basis, over its estimated useful life, which was determined to be eight years.

2. On January 4, 2011 PARX Ltd., the Company’s subsidiary, entered into an assets acquisition agreement with Ganis Systems Ltd. (“Ganis”) for the acquisition of assets and intellectual property (IP). In consideration for this acquisition, the Company paid Ganis $400 in cash and issued to it 130,521 ordinary shares of the Company. The ordinary shares will be subject to lock-up, where 26,760 ordinary shares will be free from lock up seven months after the closing date and additional amounts of 34,587 ordinary shares will be released from lock-up 12, 18 and 24 months after the closing date. If the aggregate value of the shares when released from their lock-up is below a certain amount, the Company was to compensate Ganis. As of December 31, 2012 the Company recorded a liability in the amount of $116 for this matter. In addition, under an earn-out agreement, Ganis may be entitled to certain earn-out payments of up to an additional $450 over the next three years, based on reaching certain success criteria determined by the companies. Under the terms of the agreement, the chairman of board of the Company (or the board) will be granted an irrevocable proxy to vote the shares that are issued as part of the transaction. The acquisition was accounted for as a business combination, using the purchase method of accounting and the Company allocated the purchase price according to the fair value of the tangible and intangible assets acquired and liabilities assumed. Transaction costs were expensed.

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In thousands, except share and per share data Note 1 - General (cont’d)

B. Acquisition of subsidiaries and business operations: (cont'd)

Note 2 – Significant Accounting Policies

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The significant accounting policies followed in the preparation of the financial statements, applied on a consistent basis, are as follows:

A. Financial statements in U.S. dollars

Substantially all of the Company’s and certain of its subsidiaries’ revenues are in U.S. dollars. A significant portion of purchases of materials and components and most marketing costs are denominated in U.S. dollars. Therefore, both the functional and reporting currencies of the Company and certain of its subsidiaries are the U.S. dollar.

Transactions and balances denominated in U.S. dollars are presented at their original amounts.

For entities with a U.S. dollar functional currency, transactions and balances in other currencies are remeasured into U.S. dollars in accordance with the principles set forth in ASC Topic 830, Foreign Currency Matters, i.e. at the date the transaction is recognized, each asset, liability, or instance of revenue, expense, gain, or loss arising from the transaction is measured and recorded in the functional currency by use of the exchange rate in effect at that date. When translation using the exchange rates at the dates that the numerous revenues, expenses, gains, and losses are recognized is impractical, an appropriately weighted average exchange rate for the period is used to translate those elements. At each balance sheet date, recorded balances of monetary assets and liabilities that are denominated in a currency other than the functional currency are adjusted to reflect the current exchange rate. Exchange gains and losses from the remeasurement of such items denominated in non U.S. dollar currencies are reflected in the consolidated statements of operations, in net financial expenses, as appropriate.

The functional currencies of the remaining subsidiaries are their local currencies. The financial statements of those companies are translated into U.S. dollars using the exchange rate at the balance sheet date for assets and liabilities, and weighted average exchange rates for revenues and expenses (which approximates the translation of each transaction). Translation adjustments resulting from the process of the aforesaid translation are included as a separate component of equity (accumulated other comprehensive gain or loss).

In connection with the acquisition, the Company recognized three intangible assets: (1) customer relationships, estimated fair value of $102, with an estimated useful life of 11 years, (2) technology, estimated fair value of $43 with an estimated useful life of 14 years, and (3) brand, estimated fair value of $28, with an estimated useful life of 12 years. Amortization is computed on a straight line basis over the estimated useful lives of the respective assets. The Company also recognized goodwill in the estimated amount of $485. Amortization of the goodwill is a recognized expense for tax purposes.

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In thousands, except share and per share data Note 2 - Significant Accounting Policies (cont'd)

B. Principles of consolidation The consolidated financial statements include the financial statements of the Company, its wholly-owned subsidiaries and its majority owned subsidiaries. Intercompany transactions and balances have been eliminated in consolidation.

C. Estimates and assumptions The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the year. Such estimates include the valuation of useful lives of long-lived assets, revenue recognition, valuation of accounts receivable and allowance for doubtful accounts, inventories, investments, legal contingencies, share based compensation, the assumptions used in the calculation of income taxes and other contingencies. Estimates and assumptions are periodically reviewed by management and the effects of any material revisions are reflected in the period that they are determined to be necessary. Actual results, however, may vary from these estimates. The current economic environment has increased the degree of uncertainty inherent in those estimates and assumptions. D. Cash equivalents Cash equivalents are short-term highly liquid investments and debt instruments that are readily convertible to cash with original maturities of three months or less from the date of purchase.

E. Short-term investments The Company accounts for investments in U.S and Israeli treasury securities and in corporate bonds in accordance with ASC Topic 320, Investments – Debt and Equity Securities. Management determines the appropriate classification of its investments in debt securities at the time of purchase and reevaluates such determinations at each balance sheet date. At December 31, 2011 and 2012, the Company's investments were classified as available-for-sale and are stated at market value. Unrealized gains and losses, are reported as a separate component of equity (accumulated other comprehensive gain or loss) until realized. Interest income is recognized when earned and included in the consolidated statement of operations in financial income. Realized gains and losses, as well as premium or discount amortization, are included in financial income or expenses. When an other-than-temporary impairment has occurred, the amount of the other-than-temporary impairment recognized in earnings depends on whether the Company intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss. If the Company intends to sell the security or it is more likely than not that it will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date is recognized in earnings. If the Company does not intend to sell the security and it is not more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary impairment is separated into the amount representing the credit loss and the amount related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to other factors is recognized as other comprehensive loss, net of applicable income taxes. On December 31, 2012, there was an unrealized gain on the Company’s investment in fixed-rate treasury securities and corporate bonds in the amount of $36.

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In thousands, except share and per share data

F. Trade receivables

Trade receivables are recorded at the invoiced amount and do not bear interest. Collection of trade receivable are included in net cash provided by operating activities in the consolidated statements of cash flows. The consolidated financial statements include an allowance for loss from receivables for which collection is in doubt. In determining the adequacy of the allowance consideration is given to the historical experience, aging of the receivable, adjusted to take into account current market conditions and information available about specific debtors, including their financial condition, the amount of receivables in dispute, current payment patterns, the volume of their operations, and evaluation of the security received from them or their guarantors.

G. Inventories

Inventories are stated at the lower of cost or market value. Cost is determined by calculating raw materials, work in process and finished products on a "moving average" basis. Inventory write-offs are provided to cover risks arising from slow moving items or technological obsolescence. Such write-offs, which were not material for 2010, 2011 and 2012, have been included in cost of revenues.

The Company applies ASC Topic 330, Inventory which clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) requiring that those items be recognized as current-period charges. In addition, the above topic requires that allocation of fixed production overheads be based on the normal capacity of the production facilities.

H. Property, plant and equipment, net

Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows:

I. Impairment of long-lived assets

Long-lived assets, such as property, plant, and equipment, and purchased intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If circumstances require a long-lived asset to be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by an asset to the carrying value of the asset. If the carrying value of the long-lived asset is not recoverable on an undiscounted cash flow basis, impairment is recognized to the extent that the carrying value exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. No impairment losses were recorded in 2010, 2011 and 2012.

Note 2 - Significant Accounting Policies (cont'd)

Years Leasehold land (over the terms of the lease, see note 7A(1)) 49 Buildings 25 Computers, software and manufacturing equipment 3-5 Office furniture and equipment 5-16

(mainly - 10 ) )Motor vehicles 6

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J. Goodwill and purchased intangible assets

Goodwill represents the excess of the aggregate purchase price over the fair value of the net assets acquired in a purchase businesses combination. Goodwill is reviewed for impairment at least annually, as of December every year.

In September 2011, the FASB issued ASU 2011-08, Testing Goodwill for Impairment, which provides an entity the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount prior to performing the two-step goodwill impairment test. If this is the case, the two-step goodwill impairment test is required. If it is more-likely-than-not that the fair value of a reporting is greater than its carrying amount, the two-step goodwill impairment test is not required. The Company adopted this guidance in 2012. If the two-step goodwill impairment test is required, first, the fair value of the reporting unit is compared with its carrying value (including goodwill). If the fair value of the reporting unit is less than its carrying value, an indication of goodwill impairment exists for the reporting unit and the enterprise must perform step two of the impairment test (measurement).

Under step two, an impairment loss is recognized for any excess of the carrying amount of the reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of goodwill is determined by allocating the fair value of the reporting unit in a manner similar to a purchase price allocation. The residual fair value after this allocation is the implied fair value of the reporting unit goodwill. If the fair value of the reporting unit exceeds its carrying value, step two does not need to be performed.

No impairment losses were recorded in 2010, 2011 and 2012.

Purchased intangible assets are carried at cost, less accumulated amortization. Amortization is computed over the estimated useful lives of the respective assets; generally three to fourteen years (see also Note 2I).

K. Revenue recognition

The Group generates revenues from product sales, licensing and transaction fees. Revenues are also generated from non-recurring engineering, customer services and technical support.

Revenues from products sales and non-recurring engineering are recognized when delivery has occurred provided there is persuasive evidence of an agreement, the fee is fixed or determinable, collection of the related receivable is probable and no further obligations exist. In the case of non-recurring engineering, revenue is recognized upon completion of testing and approval of the customization of the product by the customer, provided that no further obligation exists. Revenues are recognized net of value added tax.

License and transaction fees are recognized as earned based on actual usage. Usage is determined by receiving confirmation from the users. Revenues relating to customer services and technical support are recognized as the services are rendered ratably over the term of the related contract.


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K. Revenue recognition (cont’d) In arrangements that contain multiple elements, the Company implements the guidelines set forth in ASU 2010-13. Such multiple element arrangements may include providing an IT solution, selling products (such as smart cards) and rendering customer services. Accordingly, the overall arrangement fee is allocated to each element (both delivered and undelivered items) based on their relative selling prices, evidenced by vendor specific objective evidence of selling price ("VSOE") or third party evidence of selling price ("TPE"). In the absence of VSOE and TPE for one or more delivered or undelivered elements in a multiple-element arrangement, the Company is required to estimate the selling prices of those elements. Such estimated selling price has been determined using a cost plus margin approach. Since the cost for each element in such arrangements were estimated reliably, the estimated selling price was calculated by multiplying the costs by an average gross margin applicable to each element. Once the standalone selling price for each element was determined, the consideration allocated to each element was recognized as revenues upon meeting the required criteria as described above. In revenue arrangements that include software components, the Company implements the guidelines set forth in ASU 2010-14. Accordingly, software revenue recognition is not applied for tangible products that contain both software and non-software components that function together to deliver the tangible product’s essential functionality.

The Company has applied the guidance described above for certain arrangements which include providing IT Solution, selling products and customer services. The total arrangement consideration is allocated proportionally to the separate deliverables in the arrangement using Estimated Selling Price for each component. The Company recognizes revenues from sale of its IT Solution and from certain long-term contract in accordance with ASC Topic 605-35, "Construction-Type and Production-Type Contracts" (“ASC 605-35”).

Pursuant to ASC 605-35, revenues from these contracts are recognized under the percentage of completion method. The Company measures the percentage of completion based on output or input criteria, as applicable to each contract. For the reported years, the Company used in all of its projects output measures with respect to measuring the progress of completion. These measures are based on completion of milestones (i.e., contract milestones as stated in the agreement such as the delivery, installation or shipments of various deliverables) and the amount of operational sites (i.e., progress is measured as a percentage of the sites that are already operational, out of the total sites that are required to be operational under the agreement).

Provisions for estimated losses on uncompleted contracts are made during the period in which such losses are first identified, in the amount of the estimated loss on the entire contract. As of December 31, 2012, no such estimated losses were identified.

Revenues and costs recognized pursuant to ASC 605-35 on contracts in progress are subject to management estimates. Actual results could differ from these estimates.

Licensing and transaction fees are recognized based on the volume of transactions or monthly licensing fees from systems that contain the Company’s products and usually bear no cost to the Company. In 2011, the Company engaged in a non-recurring sale of a perpetual license, in which it incurred certain costs to close the sale.


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L. Research and development costs

Research and development costs, which consist mainly of labor costs, materials and subcontractors, are charged to operations as incurred.

Employees

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated grant date fair values. The estimated fair value of awards is charged to income on a straight-line basis over the requisite service period, which is generally the vesting period. ASC Topic 718, Compensation – Stock Compensation, requires estimating the fair value of share based payments awards on the date of the grant using an option pricing model. The Company uses the Black-Scholes option pricing model. The Company elected to recognize compensation cost for awards with only service conditions that have a graded vesting schedule using the straight-line method.

Non-Employees

The Company uses an option valuation model to measure the fair value of these options at the grant date and at each subsequent reported period until the exercise date is reached. During 2010 and 2012 all options were granted with a par value exercise price and during 2011 most of the options were granted with a par value exercise price. Due to the par value nominal amount of NIS 0.1, the fair value of these options was estimated to be equal to the Company’s market share price at the grant date.

N. Basic and diluted net loss per share

Basic and diluted net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year. Shares issuable for little or no cash consideration, are considered outstanding ordinary shares and included in the computation of basic net loss per ordinary share as of the date that all necessary conditions have been satisfied.

Outstanding stock options and warrants in the amounts of 2,547,530, 2,499,475 and 2,230,730 for December 31, 2010, 2011 and 2012, respectively, have been excluded from the calculation of the diluted net loss per ordinary share because all such securities have an anti-dilutive effect for all periods presented.

O. Fair value of financial instruments

The Company's financial instruments consist mainly of cash and cash equivalents, short-term interest bearing investments, accounts receivable, restricted deposits for employee benefits, accounts payable and short-term and long-term loans.

Fair value for the measurement of financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company utilizes a valuation hierarchy for disclosure of the inputs for fair value measurement. This hierarchy prioritizes the inputs into three broad levels as follows:


M. Stock-based compensation

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On Track Innovations Ltd. and Subsidiaries

Notes to the Consolidated Financial Statements


O. Fair value of financial instruments (cont’d)

By distinguishing between inputs that are observable in the market place, and therefore more objective, and those that are unobservable and therefore more subjective, the hierarchy is designed to indicate the relative reliability of the fair value measurements. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The Company, in estimating fair value for financial instruments, used the following methods and assumptions:

The carrying amounts of cash and cash equivalents, trade receivables, short-term bank credit and trade payables are equivalent to, or approximate their fair value due to the short-term maturity of these instruments.

The fair value of short term investments is based on quoted market prices and thus is based on level 1 inputs.

The fair value of the liability in respect of the contingent consideration included in business combinations (see note 1B(2)) is based on discounted future expected sales and thus is based on level 3 inputs. The liability was determined to be insignificant.

The carrying amounts of variable interest rate long-term loans are equivalent or approximate to their fair value as they bear interest at approximate market rates. At December 31, 2012, fair value of bank loans with fixed interest rates did not differ materially from the carrying amount.

P. Taxes on income

The Company accounts for taxes on income in accordance with ASC Topic 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date. The Company provides a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company applies the guidelines of ASC Subtopic 740-10 regarding uncertainty in income taxes (previously known as “FIN 48”), which clarify the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements (“ASC 740-10”). ASC 740-10 prescribes a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740-10 also provides guidance on derecognition of tax positions, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740-10 requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.


• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities; • Level 2 inputs are quoted prices for identical or similar assets or liabilities in less active markets or model-derived valuations in which significant inputs are observable for the

asset or liability, either directly or indirectly through market corroboration. • Level 3 inputs are unobservable inputs based on the Company's assumptions used to measure assets and liabilities at fair value.

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P. Taxes on income (cont'd)

The Company accounts for interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Q. Non-controlling Interest

The Company implements ASC Topic 810- Consolidation, which requires net loss attributable to non-controlling interests to be classified in the consolidated statements of operations as part of consolidated net earnings ($102, $168 and $168 for the years ended December 31, 2010, 2011 and 2012, respectively) and to include the accumulated amount of non-controlling interests in the consolidated balance sheets as part of equity (($287) and $(459) at December 31, 2011 and December 31, 2012, respectively). The amount previously reported as ‘net loss’ is now presented as ‘net loss attributable to shareholders’. If a change in ownership of a consolidated subsidiary results in loss of control and deconsolidation, any retained ownership interests are remeasured with the gain or loss reported in net earnings.

R. Severance pay

The Company’s liability for severance pay for some of its Israeli employees is calculated pursuant to Israeli severance pay law based on the most recent salary of the employee multiplied by the number of years of employment, as of the balance sheet date. Those employees are entitled to one month’s salary for each year of employment or a portion thereof. Certain senior executives are entitled to receive additional severance pay. The Company records the liability as if it were payable at each balance sheet date on an undiscounted basis. The liability is classified based on the expected date of settlement, and therefore is usually classified as a long-term liability, unless the termination of the employees is expected during the upcoming year. The Company’s liability for those Israeli employees is partially provided for by monthly deposits for insurance policies and the remainder by an accrual. The value of these policies is recorded as an asset in the Company’s balance sheet.

The deposited funds include profits and losses accumulated up to the balance sheet date. The deposited funds may be withdrawn only upon the fulfillment of the obligation pursuant to Israeli Severance Pay Law or labor agreements. The value of the deposited funds is based on the cash redemption value of these policies. In addition, during 2012 the Company deposited certain amounts with a trustee, to compensate for any severance pay liability that is not covered by other funds. These deposits are restricted and may be withdrawn only for payment of severance pay liabilities. The severance pay funds and the restricted deposits for employee benefits are classified based on the classification of the corresponding liability.

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R. Severance pay

In respect of other Israeli employees, the Company obtained approval from the Israeli Ministry of Labor and Welfare, pursuant to the terms of Section 14 of the Israeli Severance Pay Law, 1963, according to which the current deposits in the pension fund and/or with the insurance company exempt the Company from any additional obligation to these employees for whom the said depository payments are made. These deposits are accounted as defined contribution payments.

Severance pay expenses for the years ended December 31, 2010, 2011 and 2012 amounted to approximately $561, $1,189 and $1,630, respectively. Defined contribution plan expenses were $383, $445 and $412 in the years ended December 31, 2010, 2011 and 2012, respectively.

S. Advertising expenses

Advertising expenses are charged to the statements of operations as incurred. Advertising expenses for the years ended December 31, 2010, 2011 and 2012 amounted to approximately $1,078, $1,566 and $1,607, respectively.

T. Concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, bank deposits, U.S and Israeli treasury securities, corporate bonds and trade receivables.

Cash equivalents are invested mainly in U.S. dollars with major banks in Israel and Europe. Management believes that the financial institutions that hold the Group’s investments are financially sound and, accordingly, minimal credit risk exists with respect to these investments.

U.S. treasury securities are denominated in U.S. dollars. Israeli treasury securities are denominated in NIS. Corporate bonds are in both U.S dollars and NIS. Management believes that minimal credit risk exists with respect to these securities.

Most of the Company’s trade receivables are derived from sales to large and financially secure organizations. In determining the adequacy of the allowance, management bases its opinion, inter alia, on the estimated risks, current market conditions, in reliance on available information with respect to the debtor's financial position. As for major customers, see Note 15.

The activity in the allowance for doubtful accounts for the years ended December 31, 2010, 2011 and 2012 is as follows:

2010 2011 2012 Allowance for doubtful accounts at beginning of year $ 2,777 $ 2,832 $ 233 Additions charged to allowance for doubtful accounts 210 90 319 Write-downs charged against the allowance (181) (2,688) (127) Translation differences 26 (1) 6

Allowance for doubtful accounts at end of year $ 2,832 $ 233 $ 431

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U. Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigations, fines and penalties and other sources are recognized when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

V. Recent accounting pronouncements

In December 2011, the FASB issued ASU 2011-11 Balance Sheet (Topic 210)-Disclosures about Offsetting Assets and Liabilities: The amendments in this ASU will enhance disclosures by requiring improved information about financial instruments and derivative instruments that are either (1) offset in accordance with either Section 210-20-45 or Section 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either Section 210-20-45 or Section 815-10-45. The Company will be required to apply the amendments for annual reporting periods beginning on January 1, 2013. It is not expected to have a material impact on the Company’s consolidated financial statements.

In February 2013, the FASB released Accounting Standards Update 2013-02, Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). ASU 2013-02 requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. ASU 2013-02 does not change the current requirements for reporting net income or other comprehensive income in financial statements. The Company will be required to apply ASU 2013-02 for annual reporting periods beginning on January 1, 2013.

In March 2013, the FASB released Accounting Standards Update 2013-05, Foreign Currency Matters - Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (“ASU 2013-05”). ASU 2013-05 prescribes accounting treatment for entities that cease to hold a controlling financial interest (as described in Subtopic 810-10) in a subsidiary or group of assets within a foreign entity when there is a cumulative translation adjustment balance associated with that foreign entity. ASU 2013-05 also prescribes accounting treatment for entities that lose a controlling financial interest in an investment in a foreign entity and those that acquire a business in stages by increasing an investment in a foreign entity from one accounted for under the equity method to one accounted for as a consolidated investment. The Company will be required to apply ASU 2013-05 for annual reporting periods beginning on January 1, 2014. The adoption of ASU 2013-05 is not expected to have a material impact on the Company’s consolidated financial statements.

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In thousands, except share and per share data Note 3 – Short term investments:

*See Note 10C as to restrictions on certain deposits.

The carrying amount, gross unrealized holding gains and losses, and fair value of available-for-sale debt securities by major security type and class of security at December 31, 2012 and 2011 were as follows:

At December 31, 2012, all marketable securities which were in an unrealized loss position, had been in such a position for less than 12 months. Maturities of debt securities classified as available-for-sale were as follows at December 31, 2012:

A. Consist of:

December 31 2011 2012

Investment securities $ 4,837 $ 1,013 Short-term bank deposits * 11,115 7,699

$ 15,952 $ 8,712

B. Investment securities

Gross Gross unrealized unrealized Aggregate holding holding Aggregate cost basis gains (losses) fair value At December 31, 2012:

NIS treasury securities 669 22 (9) 682 Corporate bonds 308 23 (-) 331

977 45 (9) 1,013

At December 31, 2011: U.S. Treasury securities 1,236 15 (2) 1,249 NIS treasury securities 642 16 (14) 644 Corporate bonds 2,943 27 (26) 2,944

4,821 58 (42) 4,837

Cost basis amount Fair value Due after six months through one year 210 221 Due after one year through five years 518 529 Due after five years through ten years 249 263 977 1,013

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In thousands, except share and per share data Note 3 – Short term investments (cont'd)

The Company concluded that the securities in unrealized loss position are not considered other-than-temporarily impaired, since it currently has no intent to sell them and that it believes it is more-likely-than-not that it will not be required to sell the investment before recovery of its amortized cost basis. The Company has not identified securities for which it does not expect to receive future cash flows sufficient to recover the entire amortized cost basis of the security.

During 2012, the Company received proceeds of $6,518 upon sale of investment securities, net realized gains included in finance income totaled $134.

During 2011, the Company received proceeds of $3,666 upon sale of investment securities, net realized gains included in finance income totaled $59.

Note 4 - Other Receivables and Prepaid Expenses

*The Company’s subsidiary in Poland is required to collect certain fees that are to be transferred to local authorities.

Note 5 - Inventories

December 31 2011 2012

Government institutions $ 625 $ 1,054 Prepaid expenses 492 563 Short term severance pay deposits - 574 Receivables under contractual obligations to be transferred to others * - 2,377 Other receivables 830 781

$ 1,947 $ 5,349

December 31 2011 2012

Raw materials $ 3,087 $ 2,994 Work in progress 2,840 1,777 Finished products 2,269 2,278

$ 8,196 $ 7,049

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In thousands, except share and per share data Note 6 - Goodwill and Intangible Assets, Net

A. Goodwill

B. Intangible assets, net

December 31 2011 2012

Balance as of January 1 $ - $ 485

Changes during the year – Goodwill resulting from acquisition of business operations combination 485 -

Balance as of December 31 $ 485 $ 485

December 31 2011 2012

Cost Technology $ 1,682 $ 1,938 Brand 607 607 Know-how 452 452 Customer contracts and relationships 6,243 6,243 Total cost 8,984 9,240

Accumulated amortization and impairments Technology 1,566 1,710 Brand 584 586 Know-how 452 452 Customer contracts and relationships 5,773 5,836 Total Accumulated amortization 8,375 8,584

$ 609 $ 656

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In thousands, except share and per share data Note 6 - Goodwill and Intangible Assets, Net (cont’d) B. Intangible assets, net (cont’d)

Amortization expenses of intangible assets were recorded in the statement of operations in the years incurred.

ii Estimated amortization expense for the years ending:

Note 7 - Property, Plant and Equipment, Net

A. Consist of:

i. Amortization expense amounted to $575, $507 and $211 for the years ended December 31, 2010, 2011 and 2012, respectively.

December 31 2013 $ 97 2014 97 2015 97 2016 97 2017 and thereafter 268 $ 656

December 31 2011 2012

Cost Land $ 454 $ 461 Leasehold land (1) 272 272 Buildings on leasehold land (1) 4,356 4,356 Buildings 5,303 5,309 Computers, software and manufacturing equipment 13,154 14,444 Office furniture and equipment 1,869 1,958 Motor vehicles 404 570

Total cost 25,812 27,370

Total accumulated depreciation 12,585 14,296

Net book value $ 13,227 $ 13,074

(1) The leasehold land consists of two plots owned by the Israel Lands Administration. Rights to leasehold land on the first plot extend over the original period of 49 years ending in the year 2041 with an option to extend for an additional 49 years, and on the second plot for a period of 49 years, which will end in the year 2047 with an option to extend for a further 49 years. The amount includes payments on account of land development and payments of the capitalization of leasing payments. The rent for the initial 49-year term of each of these leases was prepaid in its entirety at the beginning of the lease terms as is customary in Israel for leases of property for industrial purposes from the Israel Lands Authority.

B. As to liens - See Note 10C.

C. Depreciation expenses amounted to $1,553, $1,679 and $1,537 for the years ended December 31, 2010, 2011 and 2012, respectively.

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In thousands, except share and per share data Note 8 - Other Current Liabilities

(*) see note 10A Note 9 - Bank Loans

A. Composition of long-term loans:

As of December 31, 2012, the bank loans are denominated in the following currencies: U.S. dollars ($1,541; matures in the years 2013 - 2019), Euro ($1,090; matures in the years 2013 - 2026), New Israeli Shekel ($721; matures in the years 2013-2019) South African Rand ($82; matures in 2016) and Polish Zloty ($955; matures in 2013-2014). As of December 31, 2012 these loans bear interest at rates ranging from 3.9%-8.8% (mainly 4.5%) per annum.

B. Repayment dates of long-term loans subsequent to December 31, 2012:

December 31 December 31 2011 2012

Employees and related expenses $ 1,635 $ 1,590 Provision for termination of employees(*) - 4,852 Accrued expenses 1,633 2,305 Customer advances 1,486 1,693 Other current liabilities 561 531

$ 5,315 $ 10,971


Long-term loans $ 7,337 $ 4,389 Less - current maturities 3,311 2,165

$ 4,026 $ 2,224

2013 $ 2,165 2014 349 2015 325 2016 281 2017 268 Thereafter 1,001

$ 4,389

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In thousands, except share and per share data Note 9 - Bank Loans (cont’d)

C. Composition of short-term loans, bank credit and current maturities of long-term loans:

The weighted average interest rate of the short-term bank credit for the years ended December 31, 2011 and 2012 were 5.59% and 4.80%, respectively.

D. Liens for short-term and long-term borrowings - see Note 10C.

Note 10 - Commitments and Contingencies

A. Commitments and Contingencies:

Royalties paid or accrued amounted to $250, $512 and $375 for the years ended December 31, 2010, 2011 and 2012, respectively, and were charged to cost of revenues.

December 31 December 31 2011 2012 2011 2012 % % Interest rate In NIS 6.96 5.09 $ 984 $ 2,081 In USD 4.74 4.13 1,477 2,014 In Euro 5.50 5.50 1,021 1,108 3,482 5,203 Current maturities of long-term loans 3,311 2,165 $ 6,793 $ 7,368

E. As of December 31, 2012, the Group has authorized and used credit lines of approximately $4,300 and $4,093, respectively.

F. Agreements that were made with banks, in order to secure bank services and obtain bank credit and loans, include financial covenants and restrictive covenants. Under the covenants definitions, the Company is obligated to meet at least one of the following: (i) annual revenues of $15 million; (ii) operating profit; (iii) cash balances of $6 million; and equity at a level of 30% of the total assets. As of the balance sheet date the Company is in compliance with all of its covenants.

1. The Company and its Israeli subsidiary, EasyPark, have entered into several research and development agreements, pursuant to which the Company and EasyPark received grants from the Government of Israel, and are therefore obligated to pay royalties to the Government of Israel at a rate of 3.5% of its sales up to the amounts granted (linked to the U.S. dollar with annual interest at LIBOR as of the date of approval, for programs approved from January 1, 1999 and thereafter). The total amount of grants received until December 31, 2012, net of royalties paid, was approximately $4,000 (including accrued interest).

2. The Company entered into a long term supply agreement with SMARTRAC under which SMARTRAC became the Company’s exclusive supplier for wire-embedded and dual interface inlays, according to its needs, and its supplier for other products at defined terms and prices. See also note 13.

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Note 10 - Commitments and Contingencies (cont’d) A. Commitments and Contingencies (cont’d):

B. Leases

The Group operates from leased facilities in the United States, Israel, Poland, South Africa, China and France, leased for periods expiring in years 2013 through 2017. Minimum future rentals of premises under non-cancelable operating lease agreements at rates in effect as of December 31, 2012 are as follows:

Rent expenses amounted to $1,143, $625 and $554 for the years ended December 31, 2010, 2011 and 2012, respectively.

3. At our shareholders meetings dated March 16, 2012, the Company’s shareholders approved the extension of the Company’s employment agreement with Mr. Oded Bashan, until December 31, 2015. Mr. Oded Bashan's agreement shall be automatically extended or terminated by either party upon a six months' notice, where if either party terminates the employment prior to December 31, 2015, the Company shall be obligated to continue paying Mr. Oded Bashan contract benefits for the full term of the agreement. On December 23, 2012 Mr. Oded Bashan notified the company of his impending resignation. Mr. Oded Bashan is no longer providing essential services to the Company. Consequently, the Company recorded a provision based on the employment agreement in the amount of $2,272. The Company is currently reviewing the legality and interpretation for the above mentioned terms of agreement.

4. Mr. Ohad Bashan’s agreement was amended at our board of director meetings dated May 24, 2012 and was extended until December 31, 2016. Mr. Ohad Bashan's agreement shall be automatically extended or terminated by either party upon a six months' notice, where if either party terminates the employment prior to December 31, 2016, the Company shall be obligated to continue paying Mr. Ohad Bashan contract benefits for the full term of the agreement. On December 23, 2012 Mr. Ohad Bashan notified the company of his impending resignation. Mr. Ohad Bashan is no longer providing services to the Company. Consequently, the Company recorded a provision based on the employment agreement in the amount of $2,447. The Company is currently reviewing the legality and interpretation for the above mentioned terms of agreement.

5. An additional provision of $133 was made for a third executive, who serves as a director, and whose employment was also terminated at the end of 2012.

2013 $ 440 2014 300 2015 275 2016 240 2017 183

$ 1,438

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In thousands, except share and per share data Note 10 - Commitments and Contingencies (cont’d)

C. Liens The Company and certain subsidiaries have recorded floating charges on all of its tangible assets in favor of banks. The Company's and certain subsidiaries' manufacturing facilities and certain equipment have been pledged as security in respect of a loan received from a bank. The Company's short term deposits in the amount of $5,700 have been pledged as security in respect of guarantees granted to third parties, loans and credit lines received from a bank. Such deposits cannot be pledged to others or withdrawn without the consent of the bank. D. Guarantees

As of December 31, 2012, the Company granted guarantees to third parties including performance guarantees and guarantees to secure customers advances in the sum of $4,881. The expiration dates of the guarantees range from February 2013 to July 2015.

E. Legal claims

On January 27, 2013, subsequent balance sheet date, a former employee of the Company (in this paragraph, the "Plaintiff"), filed a law suit against the Company in the District Labor Court in Tel Aviv in the amount of NIS 1,400 (approximately $375). The plaintiff alleges that the Company breached the employment agreement with him, and that the Company owes him commission payment for certain sales. At this early stage, the Company, based on legal advice, is unable to estimate the chances of the law suit.

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In thousands, except share and per share data Note 11 - Equity

A. Share capital

B. Options to non-employees

The Company issued options to non-employees as follows:

The fair value of each option granted to non employees during 2011 for which the exercise price was greater than par value (see note 2M), was estimated on the date of grant, using the Black-Scholes model using the following assumptions: 1. Dividend yield of zero percent.

1. On January 12, 2009, our Board of Directors approved the adoption of a Shareholders Rights Plan, as amended on January 5, 2012. Pursuant to the terms of the Plan, each Ordinary Share of the Company shall give its holder one Right, as detailed thereto. Each such Right will become exercisable only after a person or a “Group” become an “Acquiring Person”, by obtaining beneficial ownership of, or by commencing a tender or exchange offer for, 15% or more of our Ordinary Shares (our Board of Directors may reduce this percentage, but to not less than 10%), unless our Board of Directors approves such “Acquiring Person” or redeems the rights. Each Right, once it becomes exercisable, will generally entitle its holder, other than the “Acquiring Person”, to purchase from the Company either half (1/2), one, two or three Ordinary Shares, as shall be determined by the Board of Directors, at par value.

2. During 2010, warrants to purchase 98,000 ordinary shares were exercised into ordinary shares in consideration of $3.

3. On February 8, 2011 the Company closed a firm commitment underwritten public offering of 6,000,000 ordinary shares, including shares issued pursuant to the underwriters over-allotment option, at a public offering price of $3.00 per share. The proceeds to the Company, net of issuance costs, were approximately $16,619.

4. As to shares issued as part of business combinations, see Note 1B.

1. In 2010, the Company issued 770,000 par value options and shares to non-employees with respect to services rendered. The aggregate fair value of the options was $1,747, based on the share market price as of day of grant.

2. In 2011, the Company issued 622,000 par value options and shares to non-employees with respect to services rendered. The aggregate fair value of the options was $1,167, based on the share market price as of day of grant.

3. In 2012, the Company issued 130,500 par value options and shares to non-employees with respect to services rendered. The aggregate fair value of the options was $181, based on the share market price as of day of grant.

2. Risk-free interest rate of 1.01%.

3. Estimated expected lives of 2.5-5 years.

4. Expected average volatility of 77% which represent a weighted average standard deviation rate for the price of the Company's Ordinary Shares in the NASDAQ Global Market.

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In thousands, except share and per share data Note 11 - Equity (cont’d)

C. Stock option plans

During the years 2002 to 2009, the Company's Board of Directors approved an increase of 11,175,000 shares options to be reserved under the Company’s share option plan.

On November 14, 2010, the Company's Board of Directors approved a further increase of 950,000 options to be reserved under the Company’s share option plan.

On November 30, 2011, the Company's Board of Directors approved a further increase of 1,000,000 options to be reserved under the Company’s share option plan.

The vesting period for the options ranges from immediate vesting to ratable vesting over a four- year period. The exercise price of options under the plan is at varying prices. Those options expire up to four years after the date of the grant. Any options which are forfeited or cancelled before expiration become available for future grants. During 2010, 2011 and 2012 some of the options were granted with a par value exercise price. Due to the par value nominal amount of NIS 0.1, the fair value of these options was estimated to be equal to the Company’s share’s market price at the grant date.

The fair value of each option granted to employees during 2010, 2011 and 2012, for which the exercise price was greater than par value, was estimated on the date of grant, using the Black-Scholes model and the following assumptions: 1. Dividend yield of zero percent for all periods. 2. Risk-free interest rate of 1.86%, 1.01% and 0.76% for, 2010, 2011 and 2012, respectively, based on U.S. Treasury yield curve in effect at the time of grant. 3. Estimated expected lives of 2.5-5 years for all periods. 4. Expected average volatility of 74%, 77% and 73% for 2010, 2011 and 2012, respectively, which represent a weighted average standard deviation rate for the price of the Company's Ordinary Shares in the NASDAQ Global Market.

In February 2001, the Company’s Board of Directors approved an additional option plan, under which up to 75,000 share options are to be granted to the Company’s employees, directors and consultants and those of the Company’s subsidiaries and affiliates.

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C. Stock option plans

The Company’s options activity (including options to non-employees) and options outstanding and options exercisable as of December 31, 2010, 2011 and 2012 are summarized in the following table:

The aggregate intrinsic value of outstanding options at December 31, 2012 is approximately $1,130. The aggregate intrinsic value of exercisable options at December 31, 2012 is approximately $1,040.

The following table summarizes information about options outstanding and exercisable (including options to non-employees) as of December 31, 2012:

Note 11 - Equity (cont’d)

Number of Weighted options average exercise outstanding price per share

Outstanding – January 1, 2010 2,340,885 2.23 Options granted 1,799,000 0.76 Options cancelled or forfeited (383,161) 9.42 Options exercised (1,229,694) 0.06 Outstanding – December 31, 2010 2,527,030 1.16 Options granted 1,663,000 1.04 Options cancelled or forfeited (235,643) 1.55 Options exercised (799,230) 0.26 Outstanding – December 31, 2011 3,155,157 1.22 Options granted 650,500 0.72 Options cancelled or forfeited (768,291) 1.94 Options exercised (624,250) 0.03 Outstanding – December 31, 2012 2,413,116 1.16

Exercisable as of:

December 31, 2010 1,469,280 $ 1.17

December 31, 2011 1,749,990 $ 0.84

December 31, 2012 1,690,616 $ 1.03

Options outstanding Options Exercisable Number Weighted Number Weighted outstanding average Weighted Outstanding average Weighted as of remaining Average As of remaining Average Range of December 31, contractual Exercise December 31, contractual Exercise exercise price 2012 life (years) Price 2012 life (years) Price $ 0.03 614,616 2.45 $ 0.03 543,616 2.29 $ 0.03 0.99-1.42 976,500 2.64 1.09 725,000 2.27 1.07 1.67-2.00 336,000 3.79 1.70 120,000 3.38 1.70 2.08-2.58 486,000 2.91 2.37 302,000 2.40 2.40

2,413,116 2.81 1,690,616 2.39

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In thousands, except share and per share data Note 11 - Equity (cont'd)

C. Stock option plans (cont’d)

The total grant date intrinsic value of options exercised during the years ended December 31, 2010, 2011 and 2012, was approximately $3,200, $2,014 and $1,568, respectively. The total exercise date intrinsic value of options exercised during the years ended December 31, 2010, 2011 and 2012, was approximately $2,370, $1,700 and $798, respectively. As of December 31, 2012, there was approximately $408 of total unrecognized compensation cost related to non-vested share based compensation arrangements. That cost is expected to be recognized over a weighted-average period of 1.4 years. The total fair value of shares vested during the year ended December 31, 2012 was approximately $1,056.

During 2010, 2011 and 2012, the Company recorded share-based compensation expenses in the amount of $3,419, $1,993 and $951, respectively, in accordance with ASC 718.

D. Warrants

The following table summarizes information about warrants outstanding and exercisable as of December 31, 2012:

E. Repurchase program

The Company had adopted a repurchase program in a total amount of up to $2,000. In the course of the repurchase program which completed during 2011, 1,178,699 of our Ordinary Shares were acquired for an aggregate purchase price of $2,000. During 2010 and 2011 the Company acquired an amount of 562,475 and 616,224 of its ordinary shares, respectively, for an aggregate purchase price of $1,136 and $864, respectively.

1. The number of warrants issued by the Company during the year ended December 31, 2011, as part of its offering of shares described in note 11A(3), were 260,869, with a per share exercise price of $3.75. No such warrants were issued in 2010.

2. During 2012 the Company issued 90,361 warrants with a par value exercise price and shell vest in five equal installments over a vesting period of five years, as part of acquisition of business operations as described in note 1B(1).

Warrants outstanding Number Weighted Outstanding Average Weighted as of Remaining Average December 31 Contractual Exercise Range of exercise price 2012 Life (Years) Price NIS 0.1 (par value) 110,861 4.1 $ 0.03 $ 3.75 260,869 3.1 3.75

371,730 2.64

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In thousands, except share and per share data Note 12 - Income Taxes

A. The Company and its Israeli subsidiaries

The Company and one of its Israeli subsidiaries are foreign invested companies, and have elected, commencing January 1, 2007, to maintain their books and records in U.S dollars for tax purposes, as permitted under the tax regulations.

2. Tax benefits under the Law for the Encouragement of Capital Investments, 1959

The Company maintains three investment programs in buildings, equipment and production facilities, which have been granted the status of “Approved Enterprise” under the Law for the Encouragement of Capital Investments, 1959. The Company elected to adopt the “Alternative Benefits Program” status. This status entitles the Company (due to its location in Israel) to an exemption from taxes on income derived therefrom for a period of 10 years starting in the year in which the Company first generates taxable income, but not later than 14 years from the date of approval (the last of which was received in February 2000) or 12 years from commencement of operations. The tax-exempt profits that are earned by the Company’s “Approved Enterprises” can be distributed to shareholders, without additional tax liability on the Company only upon its complete liquidation.

If these retained tax-exempt profits are distributed in a manner other than in the complete liquidation of the Company, they would be taxed at the regular corporate tax rate applicable to such profits as if the Company had not elected the alternative system of benefits (depending on the level of foreign investment in the Company) currently between 10% to 25% for an “Approved Enterprise”. As the Company has not yet reported any taxable income, the benefit period has not yet commenced as of December 31, 2012.

Income from sources other than the “Approved Enterprise” during the benefit period will be subject to tax at the regular corporate tax rate (see 4 below). The entitlement to the above mentioned benefits is conditional upon the Company's fulfilling the conditions stipulated by the above mentioned law, regulations published thereunder and the certificates of approval for the specific investments in the Approved Enterprises. In the event of failure to comply with these conditions, the benefits may be canceled and the Company may be required to refund the amount of the benefits, in whole or in part, with the addition of linkage differences to the consumer price index and interest. Management believes that the Company is in compliance with the above-mentioned conditions as of December 31, 2012.

1. Measurement of taxable income under the Income Tax (Inflationary Adjustments) Law, 1985

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In thousands, except share and per share data Note 12 - Income Taxes (cont’d)

A. The Company and its Israeli subsidiaries (cont’d)

2. Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (cont’d) Amendment to the Law for the Encouragement of Capital Investments – 1959

On December 29, 2010 an amendment to the Law for the Encouragement of Capital Investments – 1959 was approved (hereinafter – “the Amendment to the Law”). The Amendment to the Law was published in the Official Gazette on January 6, 2011. The Amendment to the Law is effective from January 1, 2011 and its provisions will apply to preferred income derived or accrued in 2011 and thereafter by a preferred company, per the definition of these terms in the Amendment to the Law. Companies can choose to not be included in the scope of the Amendment to the Law and to stay in the scope of the law before its amendment until the end of the benefits period. The 2012 tax year is the last year companies can choose as the year of election, providing that the minimum qualifying investment began in 2010.

The Amendment provides that only companies in Development Area A will be entitled to the grants track and that they will be entitled to receive benefits under this track and under the tax benefits track at the same time. In addition, the existing tax benefit tracks were eliminated (the tax exempt track, the “Ireland track” and the “Strategic” track) and two new tax tracks were introduced in their place, a preferred enterprise and a special preferred enterprise, which mainly provide a uniform and reduced tax rate for all the company’s income entitled to benefits, such as: for a preferred enterprise – in the 2011-2012 tax years – a tax rate of 10% for Development Area A and of 15% for the rest of the country, in the 2013-2014 tax years – a tax rate of 7% for Development Area A and of 12.5% for the rest of the country, and as from the 2015 tax year – 6% for Development Area A and 12% for the rest of the country. Furthermore, an enterprise that meets the definition of a special preferred enterprise is entitled to benefits for a period of 10 consecutive years and a reduced tax rate of 5% if it is located in Development Area A or of 8% if it is located in a different area.

The Amendment to the Law also provides that no tax will apply to a dividend distributed out of preferred income to a shareholder that is a company, for both the distributing company and the shareholder. A tax rate of 15% shall continue to apply to a dividend distributed out of preferred income to an individual shareholder or foreign resident, subject to double taxation prevention treaties, similar to the provisions of the existing law. Furthermore, the Amendment to the Law provides relief (hereinafter – “the relief”) with respect to tax paid on a dividend received by an Israeli company from profits of an approved/alternative/beneficiary enterprise that accrued in the benefits period according to the version of the law before its amendment, if the company distributing the dividend notifies the tax authorities by June 30, 2015 that it is applying the provisions of the Amendment to the Law and the dividend is distributed after the date of the notice.

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3. The Law for the Encouragement of Industry (taxes), 1969

The Company believes that it qualifies as an “Industrial Company” under the Law for the Encouragement of Industry. The principal tax benefits for the Company are the deductibility of costs in connection with public offerings and amortization of certain intangibles.

On July 14, 2009, the Knesset (the Israeli Parliament) passed the Economic Efficiency Law (Legislation Amendments for Implementation of the 2009 and 2010 Economic Plan) – 2009, which provided, inter alia, a gradual reduction in the company tax rate to 18% as from the 2016 tax year. In accordance with the aforementioned amendments, the company tax rates applicable as from the 2009 tax year are as follows: In the 2009 tax year - 26%, in the 2010 tax year – 25%, in the 2011 tax year – 24%, in the 2012 tax year – 23%, in the 2013 tax year – 22%, in the 2014 tax year – 21%, in the 2015 tax year – 20% and as from the 2016 tax year the company tax rate will be 18%.

On December 5, 2011 the Knesset approved the Law to Change the Tax Burden (Legislative Amendments) – 2011. According to the law, the tax reduction that was provided in the Economic Efficiency Law, as aforementioned, will be cancelled and the regular company statutory tax rate will be 25% as from 2012.

C. Deferred income taxes:

4. Tax rates

B. Non-Israeli subsidiaries are taxed based on the income tax laws in their country of residence.


Deferred tax assets: Net operating loss carryforwards $ 32,084 $ 36,841 Goodwill 2,145 1,762 Other 3,414 3,399

Total gross deferred tax assets 37,643 42,002

Less – valuation allowance (37,643) (42,002)

Net deferred tax assets $ - $ -

Deferred tax liability -

Intangible assets (65) (53)

Net deferred tax liability $ (65) $ (53)

F - 35




The net change in the total valuation allowance for each of the years ended December 31, 2010, 2011 and 2012, are comprised as follows:

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the periods in which those temporary differences are deductible. Based on the level of historical taxable losses, management believes that it is more likely than not that the Company will not realize the benefits of these deductible differences.

C. Deferred income taxes (cont’d)

Year ended December 31 2010 2011 2012

Balance at beginning of year 26,988 27,311 37,643 Additions during the year 481 1,520 4,336 Changes due to amendments to tax laws and applicable future tax rates, see note 12A(4) - 8,858 - Other changes (158) (46) 23 Balance at end of year 27,311 37,643 42,002

D. As of December 31, 2012, the net operating loss carryforwards for tax purposes relating to Israeli companies amounted to approximately $127,066. Tax loss carryforwards in Israel may be carried forward indefinitely to offset against future taxable operational income. Under the Income Tax (Inflationary Adjustments) Law, 1985, and based on the Company’s election (see note12A), tax loss carryforwards are linked to the USD. Tax loss carryforwards relating to non-Israeli companies aggregate approximately $19,235, which will expire as follows: 2013 - $9, 2014 - $41, 2016- $237, 2025 - $123, 2026 - $3,206 and 2027- $533. The remaining balance of $15,086 can be utilized with no expiration date.

E. The Company has not recognized a deferred tax liability for the undistributed earnings of its foreign subsidiaries that arose in 2012 and prior years, because the Company considers these earnings to be indefinitely reinvested. A deferred tax liability will be recognized when the Company can no longer demonstrate that it plans to indefinitely reinvest these undistributed earnings. As of December 31, 2012, the undistributed earnings of these foreign subsidiaries were approximately $4,213. It is impracticable to determine the additional taxes payable when these earnings are remitted.

F. No current or net deferred taxes were recorded in Israel. Non-Israeli income tax expenses included in the consolidated statements of operations are as follows:


Current $ (447) $ (288) $ (179)Deferred 36 19 12

Income tax expenses $ (411) $ (269) $ (167)

F - 36

On Track Innovations Ltd. and Subsidiaries

Notes to the Consolidated Financial Statements


Income tax expenses for the years ended December 31, 2010, 2011 and 2012, differed from the amounts computed by applying the Israeli statutory tax rates of 25%, 24% and 25% to loss from continuing operations before taxes on income, as a result of the following:

H. Accounting for uncertainty in income taxes

As of December 31, 2010, 2011 and 2012, the Company did not have any unrecognized tax benefits. In addition, the Company does not expect that the amount of unrecognized tax benefits will change significantly within the next twelve months.

For the years ended December 31, 2010, 2011 and 2012, no interest and penalties related to unrecognized tax benefits have been accrued.

The Company and its major subsidiaries file income tax returns in Israel, Hong Kong, Poland and Germany. With few exceptions, the income tax returns of the Company and its major subsidiaries are open to examination by the Israeli and the respective foreign tax authorities for the tax years beginning in 2007.


Computed “expected” income tax benefit $ 646 $ 1,638 $ 4,349 Decrease in income tax benefit resulting from: Change in valuation allowance, net (481) (1,520) (4,336)Stock-based compensation related to options issued to employees (418) (235) (188)Non-deductible expenses (220) (133) (35)Other 62 (19) 43

Total income tax expenses $ (411) $ (269) $ (167)

G. Income (loss) from continuing operations before taxes on income consists of the following:


Israel $ (3,092) $ (5,580) $ (16,623)Non-Israel 504 (1,244) (773)

$ (2,588) $ (6,824) $ (17,396)

F - 37



In thousands, except share and per share data Note 13 – Discontinued operations During December 2009 the Company and MCT entered into an assets purchase agreement with SMARTRAC for the sale of certain assets and production intellectual property (IP) relating to inlay production from the Company and MCT, for a total purchase price of Euro 8,500 (approximately $12,253) to be paid in cash, whereof Euro 5,000 were paid during 2009 and the balance of Euro 3,500 was paid in eight equal quarterly installments starting the first quarter of 2010 until the fourth quarter of 2011. Accordingly, assets and liabilities related to the discontinued operations are presented separately in the balance sheets and were disposed of in 2010. The results from these operations and the cash flows for the reporting periods are presented in the statements of operations and in the statements of cash flow, respectively, as discontinued operations separately from continuing operations.

Set forth below are the results of the discontinued operations:

Transactions

* Cost and expenses relate to services provided to the Company by related parties.

Balances

Year ended December 31 2010 2011 2012 Revenues $ 1,331 - - Expenses (3,701) - - Other loss (922) - - Results of the discontinued operations $ (3,292) $ - $ -

Expenses above are not a result of continuing involvement in the operations, rather expenses due to certain remaining contractual obligations. ‘Other loss’ represents loss from sale of the operations.

Note 14 - Related Party Balances and Transactions


Costs and expenses* $ 81 $ 101 $ 80

As of December 31, 2011 and 2012 the Company has no related party balances.

F - 38



In thousands, except share and per share data Note 15 - Geographic Information and Major Customers

The Company manages its business on the basis of one reportable segment. The data is presented in accordance with ASC Topic 280, "Disclosures About Segments of an Enterprise and Related Information".

Major Customers


Revenues by geographical areas from external customers Americas $ 30,137 $ 9,528 $ 13,815 Far East 1,817 9,214 1,163 Africa 6,368 12,396 9,607 Europe 11,756 16,612 13,170 Total export 50,078 47,750 37,755 Domestic (Israel) 3,549 3,505 2,209

$ 53,627 $ 51,255 $ 39,964


Long lived assets by geographical areas Domestic (Israel) $ 4,486 $ 4,531 Germany 4,469 4,371 Poland 3,411 3,407 France 391 347 Other 1,564 1,559

$ 14,321 $ 14,215

Year ended December 31 2010 2011 2012 % % %

Major Customers by percentage from total revenues Customer A 53% 16% 12% Customer B 0% 14% - Customer C 3% 14% 10% Customer D - - 15%

F - 39

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

Date: April 30, 2013

105

ON TRACK INNOVATIONS LTD. /s/ Ofer Tziperman

Ofer Tziperman Chief Executive Officer By: /s/ Tanir Horn Tanir Horn Chief Financial Officer

Exhibit 4.15

(unofficial English translation from Spanish original)

REPUBLIC ON PANAMA

MINISTRY OF PUBLIC SECURITY

CONTRACT No. DA015 OF 20 JUNE, 2011 The undersigned: JOSÉ RAUL MULINO, Panamanian male, of legal age, bearer of personal identity card No. 4-132-245, in his capacity as Minister of Public Security, who hereafter will be referred to as “THE STATE”, for one part and for the other, Mrs. JUDY ROBERT, female, an Israeli citizen, of legal age, bearer of Israeli passport no. 10950105, in his capacity as authorized representative of the Company OTI PANAMA S.A. (“OTI”), a Panamanian company, duly registered in the Public Registry of the Republic of Panama, under file No. 732902, Document No. 1956691 hereafter referred to as “THE CONTRACTOR”, agree to enter into this contract for the Design, Provision (Software and Hardware), Integration and Maintenance Services of a Solution for the Issuance of Electronic Biometric Visas and a Electronic Control Border System for the Republic of Panama under the module of a “Turn-Key” Project, according with the Resolution of the Cabinet Counsel No. 98 of 7th, June 2011, which authorized the security conditions for the celebration of this Contract, in accordance to the Paragraph in Article 56 of the Law No. 22 of June 27 2006, modified by article 7 of the Law 41 of 2008, and Article 22 of the Law 48 of 10th May 2011, subject to the following terms and conditions: FIRST: PURPOSE OF THE CONTRACT The overall objective of this Contract is the design, provision (Software and Hardware), installation and integration of a System for the issuance of Electronic Biometric Visas (“eVisa”) and a Electronic Border Control System (“eBorder”) for the Republic of Panama, implemented by the CONTRACTOR under a “Turn-key” module (hereafter the “Project”). The project includes the customization of the CONTRACTOR’s Magna System, the acquisition and installation of equipment, computer peripherals and servers and the necessary training and instruction processes, subject to the detailed requirements, terms and conditions included in the attached technical specifications of the solution agreed between the parties annexed to the present Contract as Annex A. SECOND: DOCUMENTS AND ANNEXES TO THE CONTRACT The following documents constitute an integral part of this Contract:

• Annex A: System Technology and Architecture • Annex B: Project Statement of Work (“SOW”) • Annex C: Bill of Materials BOM and Prices • Annex D: Payment Terms • Annex E: Project Implementation Plan

In the event of inconsistency between the provisions of this Contract and the provisions of any of the annexes in question, the later will prevail and will have effect. Also should be consider an Annex any other document or instrument made after the effective date or initial date that alter, amend, modify or clarify the terms of this Agreement, subject to the authorization of the same levels that authorized the main Contract, pursuant to the provisions of the eighteenth Clause of this contract. It is clarified that such modifications concerning non-substantive technical specifications which do not affect the amount and the object of the contract will be formalized through an addendum between the parties and authorized by the General Controllership of the Republic. This Contract, the annexes and/or technical documents to be provided by the CONTRACTOR to the STATE in accordance with this Contract, shall be entirely in the metric system and in Spanish, in the contrary in the English language properly translated into Spanish. In case of discrepancy between both versions, the Spanish version shall be the binding version for the purposes of the Contract. THIRTH: EXECUTION TERM The Term for execution of this Contract shall be Eight (8) months for the installation and integration of the System counted from the Effective Date and 12 months of technical support after its operation within the warranty hereunder prescribed For Purposes of The Project Implementation Plan (Annex E) the parties agree that in case of distortion of the stipulated dates thereon, the correspondent adjustments will be made. The STATE will submit the Order to Proceed to the CONTRACTOR, 15 days after its authorization by the General Controllership. The STATE will submit a copy of the authorized Contract. This Contract shall enter into force at its authorization by the General Controllership and its execution shall begin when the CONTRACTOR will receive from the STATE the Order to Proceed and the advance payment agreed in the Sixth Clause: Price and Form of Payment (the “Effective Date”)

• Annex F: Project Managment Plan • Annex G: Format of Forms • Annex H: Maintenance Agreement • Annex I: Liability, Indemnification, Insurance • Annex J: Mutual Confidentiality Agreement • Annex K: Guarantees • Annex L: Intellectual Property Agreement

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FORTH: DECLARATION OF KNOWLEDGE, TRAINING AND ADMINISTRATION OF THE PROJECT THE CONTRACTOR expressly declares that he is aware of the laws, decrees and Panamanian regulations that could affect or are related to the execution of this Contract. Each party shall appoint a main contact person as the project manager for all communications while the transaction described in this contract is in progress. The Project manager shall have the authority and the functions listed in Annex F – Project Administration Plan. Subject to the timeline established in Annex E - Project Implementation Plan, any response on the part of the STATE to the notifications or requests of THE CONTRACTOR shall be provided within seven (7) working days after the receipt of said notifications or requests. In the event that there is no response from the STATE during this period of time, said notifications or requests by THE CONTRACTOR shall be regarded as accepted and/or approved. FIFTH: LICENSES, PERMITS AND ABOUT THE CONTRACTOR’S PERSONNEL The STATE will assist the CONTRACTOR for the receipt of all of the permits, licenses, authorizations, consents and approvals (including, but not restricted licenses and implementation permits) that are necessary for the execution of the Project and/or to contract foreign technical personnel, subject the CONTRACTOR, at its own expense, fulfill the relevant procedures required by Panama’s regulations. The CONTRACTOR’s personnel which should be used for the execution of this Contract shall not be subordinated by hierarchy or economically to the STATE, so accordingly the CONTRACTOR exonerate and release herein, expressly and completely, the STATE of all civil, occupational, fiscal, or any other kind of liability regarding its personnel or third parties employees, that may arise from the implementation of this Contract. SIXTH: PRICE AND FORM OF PAYMENT The parties agree that the total amount to be paid for the subject matter of this Contract is Six Million Five Hundred and Forty Thousand Balboas (B\6,540,000.00), or its equivalent in United States Dollars plus an additional amount of Four Hundred Fifty Seven Thousand and Eight Hundred Balboas (B\. 457,800) for the ITBMS tax. (“VAT”). Which give a total sum of Six Million Nine Hundred Ninety Seven and Eight Hundred (B./ 6,997,800) The payments will be charged to the budget lines numbered 0.18.1.1.001.01.05.370 allocated to the Ministry of Public Security of the Republic of Panama.

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THE STATE will pay the agreed-upon price according to the following method of payment (specified in more detail in Annex D):

The STATE will pay the said advance payment to the CONTRACTOR in a period not exceeding thirty (30) days, counting from the date of delivery of the Order to Proceed, prior to delivery of the Advance Payment Guarantee of the 100% of the aforesaid down payment, as set forth in Annex D.

The STATE shall include in its budget for fiscal year 2012 the budget for the amount of the aforesaid second payment upon previous certification of funds available from the Ministry of Economy and Finance.

The agreed price includes warranty and technical support and maintenance services of the goods provided by THE CONTRACTOR during the following twelve (12) months of the Project after the System is operational. The STATE shall have the option, and the CONTRACTOR accept it, to request for an additional term of 48 months the Maintenance and Support Program for the correspondent goods supplied under this Contract specified in Annex `C (the “Additional Maintenance Period”). The annual price for maintenance and support services, plus the corresponding ITBMS and the terms and conditions of payment for the aforesaid services during the additional period, shall be those specified in Annexes C and D of this Contract. To exercise its option, the STATE shall have to notify the CONTRACTOR in writing its decision, in a period not less than six (6) months before the expiration of this Contract. The parties agree that during the Additional Maintenance Period, the terms and conditions set forth in the Maintenance Program described in Annex H of this Contract shall apply. Withholdings or taxes that are generated by the subscription or on account of the execution of this Contract or generated from profits generated by it, and also for national or municipal taxes, overseas payment remittances and other duties, levies and duties (for local Services in Panama only) shall be paid by the CONTRACTOR according to the applicable tax, social security and labor law in the country.

• PM1 – First Payment - Advance Payment: An amount of Three Million Five Hundred Thousand Balboas (B/3,500,000.00) as advance payment for the purchase of the works and equipment subject matter of this Contract. This amount includes ITBMS (VAT).

• PM2 –Second Payment: An amount of Three Million Four Hundred Ninety Seven Thousand and Eight Hundred Balboas (B/3,497,800.00) that corresponds to the remaining total value of this Contract, including ITBMS which shall be payable within 30 days after the implementation and integration of the System (Milestone AM6) and the submission of the respective invoices for the works.

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In case equipment and/or accessories are not be produced in the Republic of Panama and its importation should be necessary for the execution of this Contract, the STATE shall process for the CONTRACTOR an exemption from the respective import duties, as long as a detailed description list of the equipment and the accessories, and the quantities imported, are duly verified and approved by the STATE prior to the completion of the respective orders within the Contract period. All of the payments made by the STATE to the CONTRACTOR will be made in Balboas or its equivalent in U.S. Dollars, directly to the bank account indicated in writing by the CONTRACTOR. This communication shall be an integral part of the contract. The STATE shall make payments within the period provided in this Agreement. If such payments are done by the STATE after the agreed date, for reasons not attributable to the CONTRACTOR, the latest shall be entitled to payment of penalty interest based on the provisions of section 1072-A of the Tax Code of the Republic of Panama, as of the payment due date, without prejudice to any other right to which the CONTRACTOR may be entitled to pursuant to the law and/or this Contract, and/or without prejudice to any other remedy available to the CONTRACTOR for all damages resulting from such non compliance, including the termination of this Contract. However, notwithstanding the above, a delay of up to Thirty (30) days following the payment date or execution date, as may be the case, shall not be deemed as a material non compliance of this Agreement on behalf of the STATE or the CONTRACTOR and therefore penalties shall not be impose on any party until the end of the aforesaid period. SEVENTH: OBLIGATIONS RELATING THE SUBJECT MATTER OF THE CONTRACT (THE PARTIES) 1. THE CONTRACTOR shall have the following obligations:

1.1. Analyze the requirements and design OF the Project as defined in the Contract.

1.2. Nominate CONTRACTOR’s Project Steering Committee members. Assign a project management team (as defined in Appendix F - Project Administration Plan), and allocate Project Manager which shall have the full authority and capacity to take and implement decisions on behalf of the CONTRACTOR.

1.3. Develop, adapt, integrate, install, test and train the required equipment, software and necessary applications and provide training.

1.4. Implement an End-to-End turnkey system for Registration and Identification of individuals and personalization (at embassies) of Electronic Visa Stickers for the foreigners visiting Panama, and Electronic Border Control functionality for checking passports and these electronic visas (the “Project”).

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1.5. Use one or two interfaces to the STATE’s business rules module of border transit control, based on specifications to be prepared by the STATE to check whether specific

individuals are permitted or not to enter / exit the country. All entry / exit transactions will be reported to the existing border control center.

1.6. Supply of 25,000 contactless secured eVisa stickers.

1.7. Design the System with a capacity to complete enrollment and personalization of 1,000,000 people.

1.8. Provide a Magna AFIS system that will verify the uniqueness of each person registering for eVisa.

1.9. Train the qualified trainers assigned by the STATE.

1.10. Supervise the operation of the Central Site.

1.11. Provide Maintenance levels 3 and 4 (as defined in Appendix H – Maintenance Agreement) for the supplied components for duration as specified in the Agreement.

1.12. Provide operation reports for the progress of the project.

2. The STATE shall have the following obligations.

2.1. Approve the CONTRACTOR’s Project Steering Committee members.

2.2. Assign a project management team (as defined in Appendix F - Project Management), and allocate Project Manager which shall have the full authority and capacity to take and implement decisions on behalf of STATE, which shall have the following qualifications.

2.2.1. Experienced in managing a National ID or a large-scale IT project.

2.2.2. Has technical and commercial capacity to manage the Project.

2.2.3. Being able to take over the Project management full operations in the future.

2.3. Provide and allow access to authorized personnel of the CONTRACTOR, to physical facilities (buildings), where the project implementation work shall be done, which shall be furnished with air conditioning, electricity (including backup power generation and uninterruptible power supply - UPS), water, fire extinguishers, networking infrastructure, WAN and LAN, network security and physical security and access to Internet services.

2.4. Allocate spaces for system integration, located near the main site, but readily accessible to the CONTRACTOR’s staff, equipped with all components as detailed in section 3.3 of Annex B – Scope of Work, enabling swift an efficient integration and testing work. Eventually this area can become a test laboratory for testing new software releases before deployment on the live system.

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2.5. Provide and maintain the secure communication link between the project’s sites (Center, , embassies, and border control sites) and the existing border control server, as will be

required for the project operation.

2.6. Assign personnel for operating all the workstations and functions of the system. The operators should be properly trained in the STATE’s specific rules and procedures, have adequate computer usage skills and have used similar PC applications in the past.

2.7. Assign DBA, SysAdmin and NetAdmin professionals to manage the computer center, the communication lines, and all the sites after their delivery by the CONTRACTOR. These IT professionals should be qualified (MCSE, Oracle DBA, CCNA or similar as applicable), with previous experience of enterprise level systems. These professionals will be trained and certified by the CONTRACTOR to know the specific system at hand.

2.8. Operate the System only with trained personnel, who have been qualified and certified by the CONTRACTOR, to work with the various sub-systems, and only according to the CONTRACTOR’s approved operation manuals and procedures.

2.9. Provide the specification and API for the interface to the existing border control system immediately upon the start of the project. Provide means for remote integration testing to an identical testing system from the development site.

2.10. Provide timely responses during the design and operational phases. Issues raised, should be addressed by the parties within not more than 3 working days.

2.11. Support and participate in all mutual activities: integration, acceptance tests, etc.

2.12. Allow access to the CONTRACTOR’s staff to the relevant sites and offices, after fulfilling the respective formalities needed agreed by the parties.

2.13. Provide physical security to the Project’s sites. This security would cover all the sites, as well the security of the CONTRACTOR and its personnel and equipment at all times.

2.14. Provide to the CONTRACTOR the necessary facilities to operate the project.

2.15. Use its best efforts to support the CONTRACTOR during the entire project logistics phase.

2.16. Request the approval and presence of the technical personnel of the CONTRACTOR’s before any access, use, modification or any other operation of the CONTRACTOR’s products.

2.17. Provide the CONTRACTOR with Visa application forms if needed.

2.18. Make payments within the period provided in the Contract.

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EIGTH: PERFORMANCE GUARANTEE The STATE hereby declares that the CONTRACTOR presented a Performance Guarantee of ten percent (10%) of the value of the Contract corresponding to the entire works to be performed under this Contract, which is established by means of Contract Guarantee No. 2376, in the amount of B./ 699,780.00 of Constitution Insurance Company in favor of the Ministry of Security and the General Comptrollership of the Republic. This Performance Guarantee shall remain in full force and effect during a period of one (1) year after the conclusion and acceptance of the installation and integration of the System (Milestone AM6), for the purpose of coverage against any prohibitive defaults with regards to manpower, any defective material or any other deficiency or defect in relation with the work described in this Contract. At the end of this term, and if no responsibility is to be engaged, the Performance Guarantee shall be cancelled (the “Performance Guarantee”). NINETH: ADVANCE PAYMENT GUARANTEE The STATE hereby declares that the CONTRACTOR presented an Advance Payment Guarantee of one hundred percent (100%) of the amount of the advance payment in the amount of Three Million Five Hundred Thousand Balboas (B/3,500,000.00) This Advance Payment Guarantee insures the payment corresponding to the advance payment amount, which has been established by the Contract Guarantee No. ________________ of Constitution Insurance Company in favor of the Ministry of Public Security and the General Comptrollership of the Republic in the amount of Three Million Five Hundred Thousand Balboas (B/3,500,000.00) and shall enter into effect immediately after the CONTRACTOR had receive the advance payment. This Guarantee shall remain in full force and effect for a period equal to the main period of the advance payment (until Milestone AM3), plus an additional term of Thirty (30) calendar days after the expiration date of such advance payment (“the Advance Payment Guarantee”) or until it has been made the full refund of the advanced amount to the STATE by this Guarantee.

2.19. Make payment of penalty interests, by the entity in the provisions of paragraph 9 of Article 12 of Law 22 of June 27, 2006.

2.20. Receipt the contractual goods and services and issue the acceptance certificate timely as specified in paragraph 8 of Article 12 of Law 22 of 27 June, 2006.

2.21. Bear all costs of transport, accommodation and other expenses of the Official staffs of the Embassies and/or Consulates to be trained in the management of the System.

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It is agreed by the parties that the Advance Payment Guarantee shall be reduced once AM1, AM2 and AM3 milestones are met, as detailed in Annex D, according to the respective reduction percentage specified for each milestone. The Advance Guarantee shall be totally reduced upon completion of AM3 milestone (the Performance Guarantee and the Advance Payment Guarantee jointly shall be referred to as “the Guarantees”). The CONTRACTOR shall maintain in full force and effect all guarantees granted until complete performance of all the obligations covered by such guarantees. TENTH: INSURANCE The CONTRACTOR undertakes to maintain insured its activities under this Contract against all risks during its implementation. All insurance policies acquire by the CONTRACTOR shall be contracted with insurance/bond companies recognized and approved by the Superintendence of Insurance & Reinsurance of the Republic of Panama. These insurance policies shall remain in full force and effect during the entire contractual relationship, and including for those liabilities which by nature may be extended beyond this time period, they shall be extended accordingly for such time period. These insurance policies shall be underwritten on behalf of CONTRACTOR and copies thereof shall be delivered to the STATE thirty (30) calendar days after the Commencement Date, for its information. ELEVENTH: ABOUT KEY PERSONNEL OF THE CONTRACTOR The CONTRACTOR’s key personnel is determined in Annex F hereof in accordance with the plan or program to customize the works as approved by the STATE. In case of any change to the CONTRACTOR’s key personnel related to the implementation of the work, the CONTRACTOR shall submit the corresponding resume to the STATE for the review and acceptance of such member to the position determined by the CONTRACTOR. The STATE shall formally notify the CONTRACTOR of the acceptance or rejection of such proposed candidate. The decision of the STATE in such matters shall be final and motivated. If a candidate appointed is rejected, the CONTRACTOR shall propose other candidates, as the case may be, considering the requirements of the STATE with regards to experience and qualification. The key personnel shall be obliged to conduct the contract’s implementation on behalf of the CONTRACTOR.

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TWELFTH: LIABILITY OF SUB-CONTRACTORS The CONTRACTOR hereby acknowledges that it will be responsible before the STATE for any act or omission of its sub-Contractors or any other person who may be directly employed by the latter, exempting the STATE from any responsibility on the matter. THERTEENTH: ABOUT SUPERVISION BY THE STATE Throughout the implementation of the process and up to the date of its acceptance, the STATE shall supervise and inspect the works performed by the CONTRACTOR. The CONTRACTOR shall grant the supervisors and inspectors appointed by the STATE all the facilities required to inspect the concluded work or in process of conclusion at the place of work. The STATE shall supervise or audit the quality in such manner to avoid any unreasonable delays in the work; equally the CONTRACTOR shall perform all works in such manner to avoid unreasonable delays or hindering such supervision or audit. FOURTEENTH: NOTICES OF TESTS – SYSTEM OPERATION The CONTRACTOR shall notify the STATE, giving at least a 48 hours prior notice, of any test or inspection to be conducted for a work to which the STATE’s representative must be present, which shall be perform according to the terms stipulated in Annex B of this Contract. FIFTEENTH: MODIFICATION OF THE CONTRACT The Parties may by mutual consent during the execution of the work make suggestions, subject to the fulfillment of the legal formalities, any change, alteration, modification, addition or reduction deemed necessary and/or desirable to improve the quality, efficiency and/or the security of the work and the benefit of the STATE. Without derogating the aforesaid, the Parties agree that if by reasons attributable to the STATE, the work’s program is delayed. In this case, all the obligations of the CONTRACTOR shall be postpone for the term of such delay plus an additional period of seven (7) days and the expenses arising from such delay shall be acknowledged and assumed by the STATE and this period of time shall be extended to the Contract’s term. In case of any change, the CONTRACTOR shall submit to the STATE a written report detailing the proposed change, the reasons thereof, the personnel and additional equipment required or no longer required, the time needed to execute the change, and any effect on the project, as well as the total segregated cost thereof, relevant payment terms, and any adjustment to the obligations and guarantees provided by the CONTRACTOR in accordance with the Contract.

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Without derogating the foregoing, prior to making such modifications, the parties shall take into consideration the rules set forth in article 68 of Law No. 22 dated June 27, 2006, which provides that in order to make any modifications or additions to the Contract according to the public interest, the following shall be considered:

An item’s unit price or the total contract value may be revised if the modifications alter the amounts of such item or total initial value of the contract in 25% or more, the quantities or the total value of the contract o the beginning of the Contract, respectively.

If the STATE and the CONTRACTOR reach an agreement, a corresponding addendum to the contract shall be established, which shall comply with the same authorizations as the main contract and contain the complete details, and be signed by the STATE and the CONTRACTOR and it shall be deemed part of the Contract once authorized by the General Controllership of the Republic. SIXTEENTH: REPLACEMENT OF EQUIPMENT If for any reason the provided equipment that contains brands, designations, characteristics, and other designation means, need to be replaced, the CONTRACTOR shall report it in writing to the STATE together with the required information on the equipment that need to be modified or replaced, the reasons for such modification, replacement or alteration in order to jointly agree upon delivery conditions, assembly and training that such replacement or modification may required. In any case the equipment replaced shall be of equal or better quality condition. SEVENTEENTH: ASSIGNMENT OF CONTRACT The CONTRACTOR may assign the rights derived from the Contract upon prior compliance with the formalities set forth in the law, regulations. Nevertheless, in all cases, the assignee shall meet all the conditions and shall render all guarantees required from the CONTRACTOR, and the STATE shall agree on the assignment in writing and include it in the corresponding file.

• The class and purpose of the contract shall not be modified. • The new costs shall require all needed authorizations or approvals from the entities who acknowledged the main contract according to its amount. • Any modification made to the main contract shall be part of the latter; and the original contract and any modification thereto shall be deemed a single contractual relationship for all legal

purposes. • The CONTRACTOR shall have the obligation to continue the works.

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Notwithstanding the foregoing, the STATE may assign and transfer this Contract, without the prior written approval of the Contractor, to any Government institution or agency provided the assignee assumes all the rights and obligations that assignor has under this Contract. EIGHTEENTH: FORCE MAJEURE For purposes of this Contract force majeure is a situation caused by acts of man, which has not been possible to resist, such as acts of authority exercised by public officials, the seizure by enemies, and the like, excluding acts of the STATE or any of its agencies or other entity under its control, that unilaterally exempt the STATE from its obligations under this Agreement. As for fortuitous event, this shall be such caused from events of nature that could not be foreseen, such as a shipwreck, earthquake, conflagration and others of the same or similar nature. The reasons of force majeure or fortuitous event shall release the Parties of their responsibilities for the completion of their obligations undertaken by this Contract, provided such events or their consequences are visible or notorious and such affect directly the fulfillment of its obligations. Force Majeure Notification The party alleging the event of force majeure or fortuitous event shall notify the other party thereof. Such notification shall be given within no more of two (2) working days following acknowledge of such force majeure event. If the force majeure event continues for a period exceeding five (5) months, either party may terminate or cancel a part or parts of this Contract, or the fulfillment of which was seriously affected by force majeure, by sending a written notice to the other party with the correspondent payment by the STATE to the CONTRACTOR of the costs and profit margins for the investments done till the date of the force majeure notice. If the work is damaged by force majeure or fortuitous events, by acts of the STATE, public enemies and other unforeseeable actions out of the CONTRACTOR’s control, the Parties hereby commit in good faith, to execute the necessary agreements and covenants needed to implement the Contract in case of such events, including amounts, conditions, form of payment, additional expenses, reimbursement of financial costs and interests. In the event any of the reasons of modification of circumstances definitely impedes the Contract’s implementation, the parties shall agree to terminate it and shall liquidate the pending values in favor of the CONTRACTOR, and the STATE shall unconditionally return the corresponding guarantees according to the implementation performed by the company until the moment of the termination, including PM1 and PM2, if remitted.

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NINETEENTH: NOTICES AND NOTIFICATIONS All notices and notifications required herein shall be made in writing, in Spanish and sent in person, by certified mail, fax and/or telex to the STATE representative or to the CONTRACTOR, at the addresses stated below so long they are not changed by written notice remitted by the parties. Every communication addressed to the CONTRACTOR shall be sent to the person stated herein and at the respective addresses:

Every communication addressed to the STATE shall be sent to the person stated herein (failing this, to whoever is in the position at the time of the communication) and the respective addresses:

TWENTY: APPLICABLE LAW The current legislation of the Republic of Panama shall be applicable to all aspects derived from the contractual relationship created upon this Contract, including customs, migration, tax regulations, and any other current special regulation required to be enforced to the facts, goals, and requirements of the Contract and its performance. TWENTY--FIRST: WAIVER OF DIPLOMATIC CLAIM THE CONTRACTOR hereby expressly waives diplomatic claim with regards to the rights and duties resulting from this Contract, except in case of denial of justice. The mere event of an adverse result from the judicial authorities shall not be deemed a denial of justice. ‘Denial of justice’ shall be construed as the CONTRACTOR’s lack of accessibility to legal resorts that enable it to defend its interests. TWENTY- SECOND: DISPUTE SETTLEMENT If differences or disputes may arise on the termination, modification, interpretation, payments, specifications or any other matter relating to the implementation of this Agreement, the parties shall try to reach an agreement that solves the problem. Failure to reach agreement, the matter in dispute may be submitted by the parties by their freely and voluntarily will, to the procedure of mediation in the Mediation Center of the Chamber of Commerce Industry and Agriculture of Panama in accordance with the provisions of the Arbitration and Mediation Act applicable in the Republic of Panama.

Name: Mr. Ohad Bashan Title: President Telephone No: 972-4-68685000 Address: ZHR Industrial Zone, Rosh Pina, 12000 Israel Email: [email protected]

Name: Ventura Vega O. Title: Director of Administration and Finance Telephone No: +(507) 512-2054 Address: Calle 2da. Catedral, Corregimiento de San Felipe Edif.Sede Email: _____________________

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Failure to reach any agreement on the matter in dispute the parties agree to submit the matter to arbitration in compliance with the procedure of the Center for Mediation and Arbitration of the Chamber of Commerce Industry and Agriculture of Panama. TWENTY- THIRD: CONTRACT’S INSTRUMENTAL HIERARCHY This Contract, together with the annexes herein, is the total agreement between the STATE and the CONTRACTOR, and there are no other prior understandings, covenants or agreements whatsoever, whether written or oral, of any kind, except those expressly determined in this CONTRACT and in such documents as approved and/or executed in writing by the parties, as part of this relationship. The documents shall be understood and construed on a comprehensive basis as part of a same relationship, governed by the contract and its addenda. This contract shall be the main and senior document among all documents related hereto. Whenever it is essential to establish hierarchical/priority order to enforce the documents, the following order of hierarchy, from senior to inferior, shall be applied: 1. The contract and its addenda 2. Contract Annexes 3. Terms of Reference 4. The CONTRACTOR’s Proposal 5. Communications, memorandum notes, etc. TWENTY- FOURTH: PENALTIES For each day of late delivery of the works described in the first clause “Contract Purpose”, for reasons directly attributable to the CONTRACTOR, provided the STATE met all of its obligations according to the milestones stipulated in this Contract and its annexes, the same shall be fined per each default day in delivering the equipment and accessories according to the delivery timeframe, the sum that results to be implemented of the four percent (4%) divided by thirty (30) for each calendar day of delay, of the value equivalent to the portion left to deliver or perform by the CONTRACTOR, for liquidated damages for the harm caused for such delay until that moment, provided such penalties shall in no way exceed ten percent (10%) of the Contract’s total value. The penalties imposed shall not be revised nor returned under any concept, subject to the applicable law.

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If the CONTRACTOR is delayed in any way by acts attributable to the Ministry of Public Security, its representative or because of changes ordered in the work or delays authorized by the inspector or force Majeur or fortuitous circumstances or any other reason that the entity considers to be justified, an extension of the date of delivery shall be granted, which in the opinion of the Parties will be just and fair without the correspondent punitive sanction (Penalties). Notwithstanding the foregoing, no late penalty shall be applicable to the CONTRACTOR in any of the following cases:

TWENTY- FIFTH: UNILATERAL TERMINATION OF THE CONTRACT This Contract, without prejudice to the administrative decision of the contract provided for in Chapter XV of Act 22 of June 27, 2006, The STATE in an administrative act properly motivated, may have the early termination of the contract if circumstances of public interest due require proven, in which case the CONTRACTOR shall be compensated by reason of the damages caused by reason of the unilateral termination by the STATE. It is hereby clarified and stated that in the event of termination of this Contract due to force majeure or any other reason not directly attributable to a violation by the CONTRACTOR of its obligations under this Contract, the CONTRACTOR shall be entitled to receive all payments due to the date of such termination (in accordance with Annex D). If the CONTRACTOR, on the date of termination, has ongoing work corresponding to the following work milestone, the STATE shall liquidate and pay the corresponding milestone, which shall not by reimbursed by the CONTRACTOR.

a) If the delay or setback results from force majeure in accordance with the causes established in Clause Twenty-Three hereof;

b) If the delay or setback is caused by action of the STATE (including delay in responding to the CONTRACTOR’s petitions or requirements);

c) If the delay or setback does not change the project’s final delivery date (as set forth in Annex D, as HC7.)

d) Due facts and acts of the administration impairing the contract’s performance by the CONTRACTOR under the terms stipulated herein.

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In case of unilateral termination of this Contract due to any of the aforementioned reasons, or any other reason of the STATE, the following provisions shall become effective:

TWENTY-SIXTH: GROUNDS FOR ADMINISTRATIVE RESCISSION The STATE reserves the right to declare this contract’s administrative rescission due to non compliance by the CONTRACTOR of any of its obligations herein, and also the reasons for Administrative Rescission shall include the following:

a) Immediately upon the termination of this Contract, the STATE shall discontinue the use of the CONTRACTOR’s logos, brands, and trade names, unless the CONTRACTOR had previously authorized such use after the Contract’s expiration or conclusion.

b) The STATE commits to return all the confidential documentation, materials, and copies that are in the STATE’s possession or control, within fifteen (15) days following the Contract’s expiration or conclusion date.

c) All agreements, covenants, representations agreed on under this Contract shall continue in full force and effect pursuant to their terms during the compliance period; however, the clauses concerning the Confidentiality and Intellectual Property Rights shall remain effective after the conclusion of this Contract.

1. The CONTRACTOR’s failure to start works within thirty (30) calendar days following the date established in the Order to Proceed.

2. The constitution of a creditor’s action or bankruptcy proceeding against the CONTRACTOR; or the latter having suspended or stopped payments without the corresponding declaration of bankruptcy;

3. The CONTRACTOR’s dissolution.

4. The CONTRACTOR’s financial inability which is always presumed in the cases stated in item (3) hereof;

5. Failure to comply with the Contract: The following shall be deemed grounds for Administrative Rescission due to failure to perform the Contract:

a. The CONTRACTOR’s refusing or failing to carry out any part of the contract’s purpose in a timely manner that guarantees its satisfactory completion within the period specified herein in the Contract, including any duly authorized extension of;

b. Not having started the execution within the established timeframe.

c. Any action by the CONTRACTOR aimed to alter the intention of this Contract;

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TWENTY- SEVENTH: INTELLECTUAL PROPERTY & CONFIDENTIALITY The parties hereby agree and acknowledge that any and all intellectual property, patents, brands, and other intellectual property rights used and included herein or in connection with the system or any part thereof, including documentation, shall remain the property of the CONTRACTOR and shall never be deemed as the STATE’s property; the latter shall not, during or at any time after the expiration or termination of this Contract, question or challenge the CONTRACTOR’s property or any other right whatsoever. Without prejudice to the general previously mentioned, it is herein clarified that at the conclusion of the execution of the works describe in this Contract, the CONTRACTOR shall provide the STATE the software that was specifically customized by the CONTRACTOR for the STATE’s System. The parties also agree and acknowledge that such patents, brands, intellectual property, and other intellectual property rights belonging to the CONTRACTOR are used by the STATE only with the CONTRACTOR’s consent y during the Contract’s term. At the expiration or conclusion of this Contract, the STATE shall immediately discontinue the use of patents, brands, intellectual property, and other intellectual property rights without any compensation for such interruption and destruction or return to the CONTRACTOR of all software copies and documentation. This does not include the internal use of the systems endorsed on the source codes that the CONTRACTOR must deliver to the STATE under escrow in favor of the STATE, with a Foreign Escrow Agent who should be approved in advance by the parties. The escrow agent's fees and costs shall be paid by the STATE. The STATE shall not sell, rent, download, sub-license, transfer or assign the system, whether in whole or in part, except pursuant to the express authorizations contained herein and shall not eliminate the ownership identification or the system’s tags and documentation, if any. The Parties agree to sign a mutual confidentiality agreement that is attached hereto as Annex J and therefore will be an integral part thereof. TWENTY- EIGHT: SEVERABILITY If any term, clause, provision, or part of this Contract is declared unenforceable for any reason, the other terms, clauses, provisions, or parts thereof shall remain in full force and effect, as if this Contract would have been executed without identifying the blameworthy provision appearing herein. In this case, the parties shall seek the interpretation of this Contract so as to make effective, to the greatest extent possible and as permitted by law, the meaning and intention of the blameworthy provision.

d. The abandonment or suspension of the execution without the required authorization duly provided;

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If necessary, the parties shall introduce a legally valid and effective provision that reflects their intention to the largest extent and according it is contained in the blameworthy provision. TWENTY- NINTH: OPTION FOR THE EXPANSION OF THE SYSTEMS After the implementation of the Systems, once the STATE verify that the System operates satisfactorily and that the customization of the Systems meet the requirements under this Contract, the STATE will have the option to expand the System under similar terms and conditions stipulated in this Contract, subject to the necessary amendments, by addition of equipment in Ports and/or Embassies and/or Consulates as it will be required. Such expansion will be based on the Central System supplied, integrated and customized herein, at a price that should be negotiated between the parties. To exercise its option previously mentioned, the STATE must inform in writing to the CONTRACTOR, within a period of not less than six (6) months before the expiration of this Contract, its intention to exercise its option right. The exact price amount of such expansion, will be agreed by the Parties after the STATE submit to the CONTRTACTOR, the necessary requirements in reference of the total number of equipment needed for ports, embassies, consulates and official representative offices. The STATE, in such case, undertakes to include in the budget of the procuring entity the amount that shall be determined by the parties for the implementation of the aforesaid expansion. It is herein agreed that the price for the goods to be supplied under such expansion, shall include warranty and maintenance and technical support services for 12 months, counted from the date such equipment shall be operational. Similar to this Contract, the STATE shall have the right to extend the above maintenance period for an additional term of 48 months, from the end of the previous mentioned period. If the STATE exercises its option right to extend the support and maintenance services as stipulated in Article seven of this instrument and/or exercises its option rights to expand the Systems under this article, in interest of the continuity of the implementation of such services and/or such expansion of the Systems during the stipulated additional period, the STATE and the CONTRACTOR undertake to maintain the balance of the contractual relationship created by this document according to Article 20 of Law no. 22 of June 27, 2006, proceeding to restore if rupture occurs due to extraordinary or unforeseeable events. For the purposes of this Contract is deemed to be contractual financial and economic imbalance when occurs, including, without limitation, any of the following events: (a) The issuance of a law or decree affecting the CONTRACTOR economically or financially (b) If performance suffers damage caused by acts of nature out of the ordinary, by actions of the STATE, public enemies, and other unforeseeable causes beyond the control of the CONTRACTOR (c) where there is significant variation in costs. In this case the Contract prices will be adjusted as determined in a collegial manner by the Ministry of Economy and Finance, the Comptroller General of the Republic and the CONTRACTOR.

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THIRTY-: FISCAL STAMPS This Agreement, in accordance with paragraph 28 of Article 973 of the Tax Code, as was amended by Article 36 of Law 6 of February 2, 2005, is exempt from stamp duties, being a Contract that must be documented by virtue of Paragraph 13 of Article 1057-V of the Transfer Tax on Property of Goods and Provision of Services. THIRTY- FIRST: EXECUTION OF CONTRACT The execution of the present Contract shall be subject to the authorization of the General Controllership of the Republic. In witness whereof, this Contract is hereby entered into and signed in one (1) original and two (2) copies in Panama City, Republic of Panama, on July 20, 2011.

AUTHORIZATION:

THE GENERAL COMPTROLLERSHIP OF THE REPUBLIC OFFICE

_____________________________

FOR THE STATE

By: /s/ Jose Raul Muilno Name: Jose Raul Muilno Title: Minister of Public Security

FOR THE CONTRACTOR By: /s/ Judy Robert Name: Judy Robert Title: Vice President of Business and Development For Latin America

By /s/ Migdalys Poveda C. Name: Migdalys Poveda C. Title: Supervisor of the Finance Ministry

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This document defines the Technical Solution which the company will implement. The parties to this document are: the Customer and the Company as defined in the Agreement.

All responsibilities either for the Company or for the Customer which appear in the contract aiming to implement the Technical solution are listed each in its respected Appendix.

Phase-I; Initial eVisa and eBorder control system: first version with base features (as described below) will be ready for training after installation within 4.5 months after T=0.

Phase-II; eVisa and eBorder control system: System will include most of the features it will be ready for installation and training 6 months after T=0.

In the intermediate period between Phase –I and Phase-II the company will continue to supply eVisa stickers, eBorder stations and eVisa issuing stations for extending the coverage of the solution in Panama and in embassies.

T=0 means; after signing the agreement and providing the advance payment.

Prerequisites and detailed time plan are all listed in their respective appendices

The required system is an integrated electronic Visa (eVisa) registry system covering everything from enrollment of personal data to visa registry to personalization and management of eVisa stickers. The system also adds an element of control of the eVisa at the border control posts via stations that perform biometric border control. The main system components are: fixed capture stations, central visa registry, workstations for management of data in registry, AFIS system, visa personalization, Hardware Security Module (HSM) and Certificate Authority (CA), border control stations, central and local border control servers. The implementation of a disaster recovery site is optional in this project.

Appendix A - System Technology and Architecture

1 Overview

2 Project Phases & Definitions

a. In this phase the system will provide the following processes:

i. At the embassy:

1. Enrollment of visa applicant for 2 embassies

2. Verifying the AFIS via secured line (VPN) to the center at Panama

3. Issuing of eVisa to the applicant

ii. At the eBorder control station: The operator will be able to verify for the eVisa that was issued at the embassies;

1. the identity of the eVisa holder by comparing his live finger print to his data stored within the eVisa.

iii. Main (and DR when optional) centers would be implemented based on standard tower type servers

a. At the second phase (after 8 months), the system will be upgraded to included both fully equipped data centers and all components of the system will be supplied.

3 Software Base

3.1 Characteristics

The system software should be built on infrastructure that scales up to the needed performance levels.

See on the following page the proposed System, which takes into account all the required system components. The following illustration is the delivered system block diagram. The central computers in this diagram can be virtual computers and not necessarily real computers.

A-2

A-3

The data capture workstations are responsible for collecting text and biometric information from foreigners wanting to visit Panama. The resulting personal record is saved in the database, via the application servers.

Data capture stations work on-line and off-line.

The capture stations will contain devices for digital collection of face image, 10 fingerprint images, signature image and scanning forms. See device specifications below for the specific readers. Collected images will be checked for quality and compliance to applicable standards. Bad images will not be accepted and will be captured again.

eVisa Application Process Workflow

Following is the proposed workflow for the planned eVisa application process. This is, of course, OTI’s suggestion, which would be worked out together with the Customer’s staff, during the project requirements extraction and detailed design phases.

The applicant fills the eVisa application form, which is checked manually by a clerk for completeness. The applicant is enrolled at the capture station: face fingerprints, signature, scanned pages and text information. The data is saved at the center where it is checked against applicable business rules, against the AFIS system, and against exception lists managed by the customer. Should the record pass all these checks, the eVisa application will be approved for printing. The approval is sent back to the originating site, where the actual eVisa sticker will be personalized.

In off-line mode the personal data is stored locally and will be sent to the center when the communication returns. Naturally, the continuation of the process towards eVisa issuing is blocked until the approval of the data is received from the center.

The capture station uses standard data formats and standards based criteria for accepting data.

The above-mentioned implemented standards comply with the following list:

4 eVisa System

4.1 Data Capture (Work Stations) - Software

4.1.1 Characteristics

• All the images acquired are compressed using JPEG or JPEG2000 format to save the images.

• All stored fingerprint images use the WSQ standard.

• JPEG or TIFF images are used for signatures and scanned documents

• The NIST format is used for image interchange with AFIS system

• ISO/IEC International Standard 10918-1, Information Technology - Digital Compression and Coding of Continuous-Tone Still Images Part 1: Requirements and Guidelines. This is commonly referred to as the JPEG (Joint Photographic Experts Group) algorithm.

• ISO/IEC International Standard 15444-1, JPEG 2000, Information Technology – Digital Compression and Coding of Continuous-Tone Still Images Part 1: Requirements and Guidelines.

• IAFIS-IC-0110 (V3) WSQ Gray-scale Fingerprint Image Compression Specification, December 19, 1997.

A-4

The operations which are carried out in the Back Office are:

Special sub-systems can be added to manage a help desk, to provide data to other ministries, etc.

At the end of the successful Biometrics and Security checks process, the application is approved for document issuing.

The HSM / CA subsystem is responsible for security embedded in the document during personalization. This is done by creating certificates for issuing stations and for each document produced. All the data placed in the documents will be signed by the issuing station, thus preventing generation of authentic documents outside the Customer’s production facility. Additional certificates will be generated for private keys on each eVisa.

eID Application Process Workflow – Estimated Process Duration The following table represents the various stages estimated time duration, of the entire eID Process Workflow, from Application Form fill-up till finished document delivery to Applicant.

• NIST Special Publication 500-271. ANSI/NIST-ITL 1-2007. Data Format for the Interchange of Fingerprint, Facial, & Other Biometric Information – Part 1

1. Registry Section

• General - The core registry system handles the workflow of processing requests in the system and provides services to the entire system, including security, administration, querying, reporting and interface to neighboring systems. The system has an investigation desk that handles all the exceptions encountered in the normal processing flow. Finally, validated applications are approved for eVisa issuing.

• Forms Scanning – The original filled-up Application Forms can be scanned, using scanners in the capture station, and connected to the applicants’ records, thus establishing an electronic archive of those forms, for future investigation. This would also allow (i) easier and more efficient handling of applications (especially exceptions); and (ii) to store those forms in a low-cost far away storage place.

2. Biometrics – After successful completion of data validation, the applicant's fingerprints are sent to a Biometric Automatic Fingerprint Identification Sub-system (AFIS) for 1 to many (1:N) search and clearance. This process avoids the creation of double (or multiple) entries for the same applicant, in the Database. Suspicious records are forwarded to investigation.

3. Security & HSM / CA – The solution includes security measures that cover every aspect of its usage and the usage of the produced documents. This begins from customized permissions that cover every functional subsystem and restrict access to specific users and computers. Cryptographic means protect the communication channels and magnetic media in order to safeguard the data. Security means in the preprinted document are combined with security means in personalization to provide a tailor-made security suite for each customer. Biometrics and cryptography enable highly secure uses of the produced document.

4. Personalization – After receiving an issuing request, the blank eVisa sticker is personalized with the applicant's record's data by graphically printing onto the document and electronically writing to the chip. The document personalization process includes interfaces to Cryptographic systems (PKI-Public Key Infrastructure) e.g. the supplied HSM and CA, as needed, to protect the data in the chip. All the security materials involved in the process are managed by the dedicated warehouse Inventory module.

5. Quality Control (QC) - The finished document undergoes a series of Quality Control tests, including visual and automatic Chip-content inspections.

A-5

eVisa Application Process

** Average Processing Duration Depends:

Process Number Process Description Estimated Process Duration (in minutes)

Notes

1 Information station 1.0

2 Payment at Cashier and Application Form buying 2.0

3 Waiting Area and filling up applications **

4 Enrollment 7.0 **

5 Registry 2.0

6 Biometrics (AFIS) (Excluding network delays) 2.0

7 Security HSM and CA (Excluding network delays) 1.0

8 Personalization 3.0 **

9 Quality Control 1.0 **

10 Delivery 1.0

Total estimated Processing time 20.0

• No extreme process delay

• Reasonable public arrival to embassy offices

• Average service times of the embassy employees

A-6

4.2 Hardware

All the hardware mentioned below indicate current models. The actual hardware that will be delivered is that described here or newer equivalent models.

4.2.1 Cameras

The delivered camera is OTI iCAD. The main camera specs are:

The web camera software presents live image display and camera control from the PC.

4.2.2 Fingerprints Capture

The solution is to use server virtualization in order to provide a more reliable and easier to manage and maintain runtime environment. Company will provide two large host servers, one of which will be a backup for the other. Each server will host virtual servers for the Registry, Printing, and PKI (CA). These servers will be connected to an external storage array.

(1) Characteristics

• Resolution: 2 Megapixel

• Hi-speed USB channel

(1) Characteristics

The delivered fingerprint reader is Cogent CS500e for capturing 4 fingers. The main reader specs are:

• Optical Reader

• Resolution 500 dpi

• USB connection

• Platen are: 3.2” X 3.0”

• FBI certified

A-7

The delivered electronic signature pad is Topaz SignatureGem LCD T-LBK462-HSB-R. The main characteristics of this pad are:

4.2.3 Signature Capture

(1) Characteristics

• Resolution: 410 dpi

• Signature area: 4.4” X 1.4” • USB connection • LCD display

A-8

See below the Security Features illustration with explanations.

4.3 eVisa Sticker


• The delivered eVisa sticker is a standard visa sized, Teslin and paper based inlay sticker, with a contactless chip. The delivered eVisa fully conforms to ICAO 9303, part 2 standard and ISO 14443, 7816-4. The delivered chip is ST19NR66.

• The delivered eVisa chip is guaranteed to last at least 10 years.

• The delivered eVisa is of Teslin based core with security paper and adhesives and is fully suitable for inkjet personalization.

• The delivered eVisa bears the following security printing and features:

o Microtext,

o UV,

o Guilloche

o Rainbow

o Shadow image

o Metallic hologram

o Security fibers embedded in the paper

A-9

The eVisa personalization is done on the same workstation where the registration was done.

The equipment proposed for the printing section is:

The personalization time of one eVisa is about 1 minute for the printing and other handling, and about half a minute for the chip personalization.

The workstations supplied by the Company (see attached specification of the supplied PC).

Processor: Intel Core 2 Duo or higher

Speed: 2.0 GHz or higher.

Processor cache: 6Mb or higher

RAM: 2GB or higher.

RAM type: DDR2 800 Mhz or higher

Hard disk: 160 GB or higher

Type of hard disk: SATA transfer 3 Gb/s or higher

Speed of hard disk: 7200 rpm or higher

Screen: 17 inches

USB ports: 2 front and 2 back

Operating system MS Windows 7 downgraded to Windows XP SP3 Spanish

The suggested government supplied PC configuration is sufficient for needed tasks and the Company will use them.

Consumables

The delivered personalization solution consists of inkjet printers.

The consumables for the printers are YMCK inks. These will be supplied in quantity sufficient for the number of eVisas supplied.

• The delivered ST19NR66 contactless chip fully complies with ICAO LDS v1.7 requirements for electronic passport, and has 66KB memory.

• The delivered chip Operating System is OTI’s Hercules™ Operating System for ePassports.

• The delivered chip supports communication at 848 kbps.

4.4 Personalization

• Visa personalization printer

• Chip reader/writer for personalizing the chip

4.5 PCs

4.6 Printing

A-10

Applicable Standards implemented for this proposed solution:

ANSI & NIST Standards:

ISO Standards:

ICAO Standards:

The proposed AFIS solution

The delivered AFIS system is calculated to provide “immediate” answers for queries presented to it. This means that the system was calculated to over 500 searches against a database of 500,000 10-print records during the normal 8-hour workday. This translates to having each AFIS question answered no later than 7-8 minutes from the time it was asked, with a few queries running in parallel.

The proposed system includes servers and HSMs that supply the needed functionality. The main functions of the Electronic Certification subsystem are:

In order to implement the Electronic Certificates the Company would use a dedicated virtual server, running the Certificate Authority (CA), and a pair of HSMs to store the secret key material and perform the cryptographic operations. The Electronic Certificate solution uses a cluster of 2 HSMs to provide high availability. The CA server will also be implemented on a pair of virtual machines for higher availability. The solution will be customized to produce certificates with an expiry date to be determined at the time of design.

4.7 AFIS


• The fingerprints collected during the capture process will be used to identify attempted fraud by duplicate registration. The AFIS system compares any new fingerprint all the fingerprints collected till now. If a match is found it should be reported as a candidate for fraud to the investigation workstation of the system.

• The AFIS system for the pilot should cater to 500,000 records recorded over the period of 12 months. The AFIS system for the full project may need to be increased depending on demand for eVisas.

• NIST Best Practices for Capturing Mugshots and Facial Images, Version 2.0, 1997.

• ISO/IEC IS 10918-1: JPEG Standard.

• ISO/IEC 15444-1:2000: JPEG 2000.

• ISO/IEC 19794-5: Information Technology – Biometric Data Interchange Formats – Part 5: Face Image Data.

• ISBN 92-9194-471-8, Machine – Readable Travel Documents, Part 2: Machine Readable Visas.

4.8 Electronic Certification PKI (HSM &CA )


• Signing on the personal record included in each card

• Creating Issuer Certificates for the Personalization PCs

• Creating Card Certificates for each Card

• Managing Certificate Revocation Lists for Certificates

• Verify the validity of certificates

A-11

The Company’s delivered solution will integrate with the existing Border Control system.

The company will implement an interface to the existing Border Control system to check whether the person that now wants to enter / leave the country should be permitted to do so. We assume that the possible answers are: yes, no, send to supervisor, alert border police, or similar.

4.9 Migration and Integration with Actual System

A-12

The border control workstations are responsible for reading text and biometric information from the passport. The resulting record is checked for correctness - signatures, certificates and biometric identity matching (1:1) - and then transit permission is checked against the existing border control system’s business rules. The 1:1 process will be achieved within 2-4 seconds.

Border control workstations work on-line or off-line. In offline mode the only logical data checking is done against a local exception list. The capture stations will contain devices for digital collection of face image, fingerprint image, and OCR and chip reading. See device specs below for the specific readers.

Border Control Process Workflow

Following is the proposed workflow for the planned border control process. This is, of course, OTI’s suggestion, which would be worked out together with the Customer’s staff, during the project requirements extraction and detailed design phases.

The tourist presents the passport which is read by the electronic passport reader. The reader checks that the document is authentic (has all the expected security features). The visual data from the datapage and the electronic data from the chip are read and verified for internal coherence. The applicant’s photo and fingerprint are captured and compared with the data on the chip or the passport data page, as available.

After the identity of the person has been established, the workstation send the personal information to the existing border control system for checking of all business rules and exception tables, and receives back a decision whether the requested transit transaction should be enabled or not. If the transit operation happens, the data is once again sent to the existing border control system to create a permanent record and log of the fact.

The operations which are carried out in the Back Office are:

General – The core registry system registers all the attempted transit transactions and their intermediate and final results.

Exception list – The Back Office distributes to all the border control stations copies of the exception list to be checked when the border control station is off-line

All the hardware mentioned below indicate are current models. The actual hardware that will be delivered is that described here or newer equivalent models.

5 Border Control System

5.1 Border Control Station - Software


6. Border Control System

5.2 Hardware

The solution is to use server virtualization in order to provide a more reliable and easier to manage and maintain runtime environment. Company will provide two large host servers, one of which will be a backup for the other. Each server will host virtual servers for the Registry, Printing, and Hardware Security Module (HSM) and Certificate Authority (CA). These servers will be connected to an external storage array.

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The web camera software presents live image display and camera control from the PC.

The delivered fingerprint reader is Cogent CS500e for capturing 4 fingers. The main reader specs are:

The delivered electronic passport reader L1 B5000The main reader specs are:

5.2.1 Cameras

(1) Characteristics

The delivered camera is OTI iCAD. The main camera specs are:

• Resolution: 2 Megapixel

• Hi-speed USB channel

5.2.2 Fingerprints Capture

(1) Characteristics

• Optical Reader


• USB connection

• Platen are: 3.2” X 3.0”

• FBI certified

5.2.3 Electronic Passport Reader

(1) Characteristics

• Optical Reader

• Chip reader: ISO 14443 A and B


• USB connection

• Visible, Infrared and UV illumination

• The software application provided in the Border Control System makes use of a library of features in passports of different countries, and checks the presence of these features in the examined passport. The reader examines the passport under visible light, UV light and IR light.

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The workstations supplied by the Company (see attached specification of the supplied PC).

Processor: Intel Core 2 Duo or higher

Speed: 2.0 GHz or higher.

Processor cache: 6Mb or higher

RAM: 2GB or higher.

RAM type: DDR2 800 Mhz or higher

Hard disk: 160 GB or higher

Type of hard disk: SATA transfer 3 Gb/s or higher

Speed of hard disk: 7200 rpm or higher

Screen: 17 inches

USB ports: 2 front and 2 back

Operating system MS Windows 7 downgraded to Windows XP SP3 Spanish

The suggested government supplied PC configuration is sufficient for needed tasks and the Company will use them.

El programa de capacitación integral propuesto incluye la entrega de manuales del usuario (en español) y manuales con las medidas de seguridad contenidas en los nuevos documentos de identificación y el mecanismo para detectar adulteraciones y falsificaciones posibles. Los manuales de capacitación junto con el equipo de capacitación se proveerán con anticipación al momento de la entrega del equipo operativo, de manera que todos los oficiales designados por el Departamento de Identificación tendrán conocimiento suficiente como para implementar efectivamente la nueva tecnología.

El programa propuesto incluye la capacitación de un grupo de profesionales técnicos y gerentes que luego serán capaces de capacitar nuevos oficiales y personal contratado en forma temporal durante períodos de fuerte demanda. También se capacitará a estos profesionales para la instalación del equipo, su mantenimiento y asistencia técnica, como se describe en el Programa de Capacitación detallado a continuación.

Además, el Programa de Capacitación detallado incluye la capacitación de técnicos informáticos para la administración y uso de herramientas de software para llevar a cabo modificaciones futuras al sistema de TI tales como la instalación o reemplazo de módulos. Ver programa #5 a continuación.

5.3 PCs

6 Services

6.1 Training

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Descripción del Programa de Capacitación Programa #1 – Sistema de Tecnología de la Información (TI)

1. Título del Programa: Sistema de Tecnología de la Información (TI)

2. Audiencia: Personal de TI

3. Requisitos de participación: Experiencia en el manejo de computadoras.

4. Duración 15 días

5. Lugar de presentación (incluyendo el equipo informático y el proyector si es necesario): Instalaciones del Comprador

6. Material que se suministrará a los participantes:: Sistema de DI y Pasaporte – Carpeta de Capacitación de Flujo de Trabajo de Procesos

7. Objetivo: Brindar al personal de TI un panorama general del sistema con énfasis en las fortalezas, debilidades de la infraestructura del nuevo sistema de DI y Pasaporte, y de los mecanismos de autenticación seguidos de una demostración en vivo del proceso de producción completo.

8.Contenidos/ Material:

P L A N DEL CURSO •Presentación del software “MAGNA” •Descripción del Equipo y Proceso •Demostración en vivo del proceso completo •Administración del sistema •Fortaleza del Sistema •Debilidades del sistema •Procesamiento de Excepciones •Mejoras/expansiones futuras •Modificaciones al sistema •Interconectividad •Respaldo y continuidad comercial (y recuperación ante desastres si esta opción es requerida) •Instalación y plan de prueba •Conexión con oficinas Regionales del Departamento de Identificación •Sistema de Activación/ Bloqueo de Documentos •Resumen & Preguntas y Respuestas

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Programa #2 – Programa de capacitación de Gerentes

1. Título del Programa: Sistema de emisión de DI y Pasaporte – Flujo de Trabajo de Proceso

2. Audiencia: Personal Jerárquico

3. Requisitos de participación: Ninguno



6. Material que se suministrará a los participantes: Sistema de Emisión de Pasaporte – Carpeta de Capacitación de Flujo de Trabajo del Proceso

7. Objetivo: Brindar al personal jerárquico un panorama general del sistema con énfasis en las fortalezas, debilidades de la infraestructura del nuevo sistema de DI y Pasaporte, y de los mecanismos de autenticación seguidos de una demostración en vivo del proceso de producción completo.

8.Contenidos/ Material:

P L A N DEL CURSO

•Presentación del Sistema •Descripción del Proceso •Demostración en vivo del proceso completo •Fortaleza del Sistema •Debilidades del sistema •Procesamiento de Excepciones •Mejoras/expansiones futuras •Resumen & Preguntas y Respuestas

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Programa # 3: Programa de Capacitación de Personalización de DI

1. Título del Programa: Capacitación de Personalización de DI

2. Audiencia: Operadores de Personalización de DI

3. Requisitos de participación: Experiencia básica en el manejo de computadoras.



6. Material que se suministrará a los participantes:: Manuales del Usuario de todo el Sistema

7. Objetivo: Capacitar a los operadores de la Personalización de DI a realizar la operación de personalización sin problemas.

8.Contenidos/ PLAN DEL CURSO

•Revisión completa de PERSONALIZACIÓN •Flujo de Trabajo del Proceso de Personalización •Sesión práctica – estructura de los archivos de Datos en el sistema •Sesión Práctica – Personalización de DI •Sesión Práctica – Laminación de Personalización •Sesión Práctica – estación de Aseguramiento de Calidad •Sesión Práctica – Administración de Entrega & Inventario •Características de seguridad en DI •Sesión de Preguntas & Respuestas •Resumen

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Programa # 4: Sistema de Reconocimiento Automático de Huellas Dactilares (AFIS)

1. Título del Programa: Sistema de Reconocimiento Automático de Huellas Dactilares (AFIS)

2. Audiencia: Operadores de AFIS

3. Requisitos de participación: Experiencia en el manejo de computadoras.



6. Material que se suministrará a los participantes:: Manuales del Usuario de todo el Sistema AFIS

7. Objetivo: Capacitar a los operadores de AFIS para que realicen toda la operación AFIS en forma sencilla y sin complicaciones

8.Contenidos/ Materiales PLAN DEL CURSO

•Revisión de la estructura de todo el sistema AFIS •Flujo de Trabajo del Proceso del Sistema AFIS •Sesión práctica CAPTURA DE HUELLAS DACTILARES •Sesión práctica – Comparaciones/búsquedas en el Sistema AFIS •Sesión práctica - investigación de excepciones •Sesión práctica – uso de base de datos de AFIS •Sesión de Preguntas & Respuestas •Resumen

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Programa #5: Programa de Capacitación del Equipo Técnico & de Soporte

1. Título del Programa: Capacitación del equipo de Soporte Técnico y Mantenimiento

2. Audiencia: Personal Técnico

3. Requisitos de participación: Administración del sistema, Técnicos informáticos y antecedentes de administración de base de datos.



6. Material que se suministrará a los participantes:: Manuales de Soporte del Sistema (para cada asistente)

7. Objetivo: stLograr que el personal técnico del cliente sea capaz de proveer Soporte de 1er Nivel (ver Plan de Soporte Párrafo. 2.4.3), para todo el sistema.

8.Contenidos/ Materiales PLAN DEL CURSO

•Estructura profunda del sistema •Administración del sistema •Estructura de la base de Datos •Archivos & tablas de control del sistema •Parámetros de Configuración •Mantenimiento del Sistema – limpieza de base de datos y registros •Asistencia de operación al usuario •Respaldo & Restauración •Solución de Problemas •stProcedimientos de Soporte de 1er Nivel •Sesiones Prácticas – Ejecución de todo el sistema •Resumen & Entrega de Certificados •Preguntas & Respuestas

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Este programa incluirá también los siguientes temas requeridos:

El oferente deberá describir claramente por título y cantidad todos los manuales y publicaciones que propone suministrar para satisfacer la RFP.

Nº Descripción Requisito del Curso

1 Sistema Operativo Instalación, Administración y Mantenimiento

2 Base de Datos Instalación, Administración y supervisión

3 Comunicación Configuración LAN y WAN

4 Servidor Instalación, Configuración, Respaldo y Restauración

5 Impresora Instalación, Mantenimiento y soporte

6 Otros accesorios del sistema Instalación, Mantenimiento y soporte – Laminador, Cámara, otros

7 Actualización del sistema Arquitectura del sistema de DI y cómo integrar software de terceros

6.1.1 Documentation

Descripción Comentarios

Materiales de capacitación Todos en español

Manuales del Usuario – Sistema de TI Incluyendo para operadores y supervisores

Manuales del Usuario – Sistema de Personalización -“-

Manuales del Usuario – Sistema AFIS -“-

Documentación Técnica – Para todo el equipo y software suministrado Un juego, en inglés, para cada elemento de equipo y software suministrado

Manuales de Soporte del Sistema Para el equipo de soporte técnico

Diseño de diagramación para folletos de tarjetas de identificación

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This document defines the roles and responsibilities of the Parties and supplements the Agreement signed between the Ministry of Public Security of the Republic of Panama (the ”STATE”) and OTI Panama S.A. (the “CONTRACTOR” and the “Agreement” respectively). All responsibilities which appear in this Appendix, either for the CONTRACTOR or the STATE, are binding, no matter where they specifically appear.

Appendix B - Project Statement of Work [SOW]

1. Overview

2. The CONTRACTOR’s responsibilities:

2.1 Analyze the requirements and design the Project (as defined in the Agreement).

2.2 Nominate CONTRACTOR’s Project Steering Committee members. Assign a project management team (as defined in Appendix F - Project Management), and allocate Project Manager which shall have the full authority and capacity to take and implement decisions on behalf of CONTRACTOR.

2.3 Develop, adapt, integrate, install, test and train the required equipment, software and applications.

2.4 Implementation of an End-to-End turnkey system for Registration and Identification of individuals and personalization (at embassies) of Electronic Visa Stickers for the foreigners visiting Panama, and Electronic Border Control functionality for checking passports and these electronic visas (namely the “Project”). The required system is a visa issuing system covering all the steps from enrollment of personal data, visa registry to printing and management of Electronic Visas (eVisa) and a border control system recognizing these new visas in addition to the normal passports. The main system components are: fixed enrolment and visa personalization stations in embassies, central visa registry, workstations for management of data in registry, AFIS system, Hardware Security Module (HSM) + Certificate Authority (CA), border control stations, border control local and central servers (The implementation of a disaster recovery site is optional in this project)

2.5 Use one or two interfaces to STATE’s business rules module of border transit control, based on specifications to be prepared by the STATE to check whether specific individuals are permitted or not to enter / exit the country. All entry / exit transactions will be reported to the existing border control center.

2.6 Supply of 25,000 contactless secured eVisa stickers.

2.7 The system should be designed to have the capacity to complete enrollment and personalization of 1,000,000 people.

2.8 Provide a Magna AFIS system that will verify the uniqueness of each person registering for eVisa.

2.9 Train the qualified trainers assigned by the STATE.

2.10 Supervise the operation of the Central Site.

2.11 Provide Maintenance levels 3 and 4 (as defined in Appendix H – Maintenance Agreement) for the supplied components for duration as specified in the Agreement.

2.12 Provide operation reports for the progress of the project.

3. The STATE’s responsibilities:

3.1 Nominate STATE’s Project Steering Committee members.

3.2 Assign a project management team (as defined in Appendix F - Project Management), and allocate Project Manager which shall have the full authority and capacity to take and implement decisions on behalf of STATE, which shall have the following qualifications.

3.2.1 Experienced in managing a National ID or a large-scale IT project.

3.2.2 Has technical and commercial capacity to manage the Project.

3.2.3 Being able to take over the Project management full operations in the future.

3.3 STATE shall provide physical locations (offices) for network operation center, servers room, response center room, project team offices, which shall include following infrastructure: furniture’s, air conditioning, electricity, backup power generator and UPS, water, fire extinguishing, WAN and LAN networking infrastructure, and access control system, parking, fire detection and extinguishing systems, lighting in the range of 4500-6000K and 500LUX, Telephony system and telephones.

3.4 The STATE shall allocate spaces for system integration, located near the main site, but readily accessible to the CONTRACTOR's staff, equipped with all components as detailed in section 3.3, enabling swift an efficient integration and testing work. Eventually this area can become a test laboratory for testing new software releases before deployment on the live system.

3.5 The STATE shall provide and maintain the secure communication link between the project’s sites (Center, embassies, and border control sites) and the existing border control server, as will be required for the project operation.

3.6 Recruit and assign personnel for operating all the workstations and functions of the system. The operators should be properly trained in the specific ministry’s rules and procedures, have adequate computer usage skills and have used similar PC applications in the past.

3.7 The STATE shall assign 2x DBA, 2x SysAdmin and NetAdmin (depending on each site number of nodes) professionals to manage the computer center, the communication lines, and all the sites after their delivery by the CONTRACTOR. These IT professionals should be qualified (MCSE, Oracle DBA, CCNA or similar as applicable), with previous experience of enterprise level systems. These professionals will be trained and certified by the CONTRACTOR to know the specific system at hand.

3.8 Operate the System only with trained personnel, who have been qualified and certified by the CONTRACTOR, to work with the various sub-systems, and only according to the CONTRACTOR’s approved operation manuals and procedures.

3.9 Provide the specification and API for the interface to the existing border control system immediately upon the start of the project. Provide means for remote integration testing to an identical testing system from the development site.

3.10 Provide timely responses during the design and operational phases. Issues raised, should be addressed by the parties within not more than 3 working days.

3.11 Support and participate in all mutual activities: integration, acceptance tests, etc.

3.12 Allow access to the CONTRACTOR’s staff to the relevant sites and offices.

3.13 Provide physical security to the Project’s sites. This security would cover all the sites, as well the security of the CONTRACTOR and the CONTRACTOR’s staff and equipment at all times.

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Refer to Annex E, Project Timetable Plan.

3.14 Provide to the CONTRACTOR the necessary facilities to operate the project.

3.15 Use its best efforts to support the CONTRACTOR during the entire project logistics phase.

3.16 STATE will exempt the CONTRACTOR from all types of taxes, levies and custom duties on all its delivered goods and services for the Agreement Duration. STATE will use best endeavors to quickly clear goods through Customs.

3.17 Not grant access, use, modify or otherwise operate any of CONTRACTOR's deliveries without the CONTRACTOR’s technical personnel presence and approval.

3.18 The STATE shall provide the Visa application forms if needed.

4. Project Main Milestones

5. Activities

Item Activity

CONTRACTOR Responsibility

STATE Responsibility

Outcome

1 Recruiting project teams Form and recruit individuals required by the CONTRACTOR for the Project. Refer to the Appendix F - Project Management. Specify the needed manpower for STATE team. The CONTRACTOR will optionally participate in the interviews and vet the top-level staff, with a mandate to qualify/disqualify candidates.

Form and recruit the functions required for the project. Refer to the Appendix F Project Management. Supply The CONTRACTOR with CVs of top-level staff. Arrange the interviews, carry all legal means to recruit the staff

Teams ready for work.

2 Project detailed planning Plan in details all activities and assign tasks to STATE

Approve all activities and assignments. Follow the implementation plan

Approved detailed project plan sheet.

3 Define Requirements Define functional requirements, interface requirements, define roles and responsibilities, define neighboring computer systems (other computer based systems that exchange data with us), security requirements, etc.

Provide personnel qualified to specify, and then approve requirements. Review, comment and eventually sign-off on requirements.

Approval of mutually agreed requirements list (not to be further changed, unless when using a Change Request procedure).

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Item Activity



Outcome

4 Establish local and Remote Support

Assist the STATE Establishing a local support Entity which will be responsible for the Project level 1 and 2 Support. Establish the CONTRACTOR’s team to provide remote support level 3 & 4 - with full coordination with the STATE and Project Manager.

Assign local support team (DBA, Sys Admin, Technicians) Establish a response center that will answer local service calls from local sites and embassies (Level 1 & 2).

Local and remote Support Operation

5 System analysis and detailed design

Analyze the STATE’s requirements and provide detailed design document, including final eVisa sticker graphics and security features.

Provide qualified personnel to review, and then approve System design and documents. Review, comment and eventually sign-off the detailed design document.

Approval of detailed design document (not to be further changed, unless when using a Change Request procedure).

6 Central Site Surveys Provide the STATE with sites’ infrastructure configurations and security requirements. Perform sites’ surveys (at: Central Site, and one border control site.

Adapt and rectify sites configurations and security flaws to comply with necessary infrastructure configurations and security requirements.

Operational Sites comply with necessary infrastructure configuration and security requirements.

7 Hardware, Software and consumables purchase.

Submit purchase orders for all required hardware and software components.

N/A

Hardware and Software ready for development and integration.

8 Establishment of Central Site infrastructure

Supervise the infrastructure installation work Install the infrastructure of Central Site, as detailed above. Provide the preliminary means to allow the deployment.

Central Site ready for System installation. Any delay will cause delays of the Project implementation.

9 Sites’ setup Install servers, workstations and application SW in the committed sites

Provide buildings with supporting infrastructure as detailed above connected to electricity, fast and reliable internet connection, air-condition system, Network and security, ready for system operation.

Sites ready for use.

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Item Activity



Outcome

10 Customization, testing and integration

Create all the applications that have been identified in the requirements and design phases and integrate them with the system.

N/A

A functional System conforming to the design specifications and requirements list.

11 Packaging and shipment Pack and ship the System to Panama. Receive all shipments, clear customs and transport them to their final destinations in Panama or in Embassies abroad. Provide guarded storage space for the delivered Systems, which are awaiting installation. Systems for embassies will be delivered in Panama, for the STATE to ship and deploy to final destination.

All shipments ready at the relevant Site for installation.

12 Installation and integration of Central Site, first border site and simulated embassy

Install and integrate the supplied equipment and connect it to the existing local infrastructure of power supply and network.

Ensure that all infrastructures needed for system installation are ready. Assign the local technical staff to participate in the installation of the specified sites. Embassies will be installed by the STATE’s respective trained operators.

A functional System conforming to the design specification and requirements list.

13 Train the Trainers. See detailed description in section 6 below.

Train staff that would be the trainers of the System. Certify the Trainers after complying with the CONTRACTOR’s requirements.

N/A

Well-trained personnel ready to train the operators of the System.

14 Training. See detailed description below.

Monitor the training process.

The Trained Trainers will train STATE’s staff operating, managing and maintaining the System. Allocate the training venue and technical means.

Well-trained and certified personnel ready to deploy and operate the Systems, and give technical support.

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Item Activity



Outcome

15 Application forms Design the forms and customize the enrollment SW accordingly.

Print and provide the CONTRACTOR with application forms for the eVisa registrations.

Preprinted Application forms.

16 Documentation Provide Documentation in Spanish. N/A Documentation Receipt.

17 Operation

Supervise deployment operations. Manage overall operations. Manage allocation of teams to the sites.

Deployment completed.

18 Security

Define physical and logical security requirements

Provide physical and logical security for sites in accordance with the requirements that would be defined during the Requirements Phase.

Physical and logical security provided

19 Issue timely Milestone Acceptance Certificate per deliveries, and appropriate invoices

Issue specific Milestone Acceptance Certificate, after each specified delivery. This would be accompanied by appropriate invoice.

Sign on the Milestone Acceptance Certificate and approve the Invoice for the associated Payment remittance.

1.Milestone Acceptance Certificate signed. 2.Payment is approved for remittance.

6 Training.

6.1 The CONTRACTOR will provide training on the subjects of System operation and System maintenance. The CONTRACTOR has the right to reject candidates who do not meet the minimum qualification requirements. The STATE will provide replacement candidates meeting the professional requirements.

6.2 The System operation will be taught using a methodology of “train the trainers”. This means that the CONTRACTOR will train the intended STATE’s instructors, who, after being certified, will train the STATE’s operators.

6.3 Training would be conducted using frontal instruction and hands-on training in use, configuring and monitoring of the system.

6.4 For System management and maintenance, the CONTRACTOR will teach properly qualified professionals who already have official qualifications in the areas of Windows 2008 Server Administration, Network Administration, and Oracle Database Administration. The CONTRACTOR will provide information about the specific implementation of the delivered system.

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6.5 As part of the training of the administrators, the CONTRACTOR will be entitled to train a small group of the STATE’s administrators at the CONTRACTOR’s premises during

the final System integration in order to gain better understanding of the System.

6.6 The personnel attending each course should meet certain pre-requisite requirements.

6.6.1 Trainers should be certified by the CONTRACTOR after complying with all requirements of the CONTRACTOR. Only certified trainers should train the System.

6.6.2 Operators should have experience in using Windows® and Windows applications. Trainers should certify the Operators after complying with certain requirements. Only certified Operators should operate the System.

6.6.3 System administrators should have very good working knowledge and experience with Windows® 2008 / XP administration including Active Directory. Database administrators should have the required skills of the Oracle databases under Windows environments, and must be certified as Oracle DBA and have working knowledge and experience with Oracle 10g/11g in Windows environments.

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Attachments to Appendix B

The STATE is responsible to install and maintain the following equipment in all Central Sites:

A. Central Sites – eVisa Central Site, eBorder Central Site

1. Provide reasonable care to prevent equipment exposure to contaminants that cause damage to the equipment or interruption of service. 2. Ensure a safe work environment for The CONTRACTOR personnel. If problems are encountered with hazardous materials, The CONTRACTOR will immediately halt work and

STATE will be responsible for the abatement of the problem. 3. Provide permanent physical security (armed guards presence is mandatory) 24 hours a day upon start of activities for the whole project duration. 4. Provide access to The CONTRACTOR personnel to all facilities where the system is to be installed and operated during the project. Access must be available 24 hours a day

during the course of this project.

B. System Operators – Pre-requisites Qualification Requirements

No. Position Pre-requisite Qualifications 1. System Administrator

[Sys. Admin.] Must have 3+ years professional experience with: •Strong demonstrable knowledge of Windows 2003/2008 Server environment; •Strong demonstrable knowledge of Active Directory & enterprise management strategies, group polices, security policies etc; •Good knowledge of security products: antivirus, firewall, IDS, end point protection, media encryption •Fundamental knowledge of networking and protocols (Ethernet, TCP/IP, packet routing, etc.); •Good knowledge of network equipment management: routers, firewalls, VPN, encryption (IPSEC), etc. •Knowledge of / ability to design and implement an effective backup strategy; •Be adept at multiple web site and configuration management with IIS across LAN and WAN environments; •SQL Server administration and/or connectivity skills are a plus; •High-level English speaker

2. Database Administrator [DBA]

•Oracle 10G & 11G on windows environment is a must. •Oracle 10G on windows 2003 server – ASM, and RMAN is a must. •PL/SQL expertise •Experience with Oracle replication (basic replication & materialized view). •Schema Comparison & Baseline. •Running Oracle 10G/11G Oracle VM environment. •High-level expertise in Oracle RMAN backup using Backup Exec, Net backup. •High-level English speaker

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3. Technical Support Staff •Intelligent •Computer literate •Have common sense •Technically oriented •At least 1 year of similar role/background •Experience in repairing and troubleshooting PCs and LAN problems. Servers preferred. •Experience in installation of infrastructure and application software •Experience in installation of hardware/peripherals devices and drivers •Operating a Help-desk preferred •English speaker

4. Trainer •Knowledge of ICT systems and practices •Hands on / field experience of working on ICT systems (hardware/software) •Strong training expertise – knowledge of the training cycle •Carry out impact assessments of the training programmers and make recommendations •Prepare training reports

5. Help Desk Operator •Intelligent •Computer literate •Have common sense •Technically oriented •English speaker •1+ years of previous Help-desk or Call Center operation preferred

6. Workstation Operator •Computer literate •Have common sense

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Panama eVisa & Border Control System: Acceptance Test Procedure: INTRODUCTION

Functional Verification

1. This document defines the tests to be performed as “Acceptance Test Procedure” for the Panama eVisa and Border Control System – developed and delivered by CONTRACTOR.

2. The document describes the preparations and preconditions leading to the test, the different test scenarios and expected results, and presents a checklist for the test.

3. Leading to this test are integration tests that verify that the system works as expected. In order to perform the integration tests we need the following preconditions to be met:

No. Precondition Responsibility Assisted by

1 Integration tests finished OK. CONTRACTOR

2 Interface to Border Control database ready THE STATE CONTRACTOR

3 New Visa registry database empty, but initialized. Capture workstation database empty, but initialized Border Control workstations database empty, but initialized

CONTRACTOR

4 Populate users and computers tables in central database with records for the stations. Backup databases so that tests may be restarted.

CONTRACTOR

4. The purpose of these tests is to see that the system complies with the requirements. It includes the full activation of the steps in the process.

No. Test Expected Result PPPP 1 Run the capture application The capture application runs and all the relevant functions are available. 2

Run a process of “New visa” in capture station. A new record is opened in the registry. The data is sent to the AFIS system and a result is received.

3 Issue a visa A visa sticker will be printed and attached to a passport. 4 Run a border control (“entry”) process against the passport

and the visa produced in previous step Check that passport information is read. Then the visa sticker information is read. 1:1 identification of the

carrier is performed. Check with central system that admission to the country is granted.

5 Run a border control (“exit”) process against the passport and the visa produced in previous step

Check that passport information is read. Then the visa sticker information is read. 1:1 identification of the carrier is performed. Check with central system if rules on length of stay were met.

6 Run a border control process for a person known to be on an “exception list”.

Check that the correct warning has been raised.

7 Repeat previous step for different “exception lists”. Check that different warnings are raised. 8 Run a border control process for a person with “paper”

passport Check that the passport information is read.

9 Run a border control process for a person with “electronic” passport

Check that passport and chip information is read. 1:1 identification is performed based on information on chip.

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Acceptance Certificate – ATP

Acceptance Certificate for the contract between Panama, (THE “STATE”) and OTI Ltd. (the “CONTRACTOR”) on the Panama eVisa and Border Control System. The STATE hereby confirms, according to the Agreement between the STATE and the CONTRACTOR, that the CONTRACTOR has fully, successfully and satisfactorily completed the Acceptance Test of the System and has also delivered all Deliverables, as well as performed all Services, included in the said Agreement and has successfully passed all the Acceptance Tests; For and on Behalf of THE STATE:

_____________________________ _____________________________ Full Name & Title Date For and on Behalf of the CONTRACTOR: _____________________________ _____________________________ Full Name & Title Date

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1. eBorder Control System

Appendix C: Bill of Materials (BOM) and Prices

Feature QTY Total Price(*) Border Control Station - PC & Operating System, OCR Reader with ePassport reader + Security features validator - 1 x Fingerprint scanner + Portrait Camera iCAD + Illumination Software - Data capturing SW - Fingerprint 1:1 Identification SW - VPN Client & Workstations biometric login - Data Capturing SW Customization (station side of Magna BC System)

30 $ 384,457

Upgrade to 4 Fingerprint scanner 30 $ 32,432 MagnaTM - Border Control System software • Passport & ePassport authentication, Validation of travel documents • Interface to eVisa system and watch/hit/catch list, Queries and Reports • Monitoring travel documents, Implementing the business logic, System Management • Security (fingerprint login, security policies, audit trail of all actions of operators)

1 $ 974,314

Interface to other systems (for example: AFIS), ($205,694 per interface) - Interfaces are assumed to be based on WEB Service - Each additional interface will be quoted separately

2

$ 1,073,975

MagnaTM - MAIN Border Control - Data Center - Oracle data base licenses - Localization + Customization

1

Datacenter, eBorder Control - Main Servers - Storage for 1,000,000 transactions, Backup - Router firewall VPN - Integration servers

1

MagnaTM - Border Control Site Server - For 4 international Airport and Seaport - Oracle data base licenses - Localization + Customization

4

INTEGRATED Magna AFIS: 1:N Search engine, per records OTI recommend using integrated and crediable biometric solution for the entire process. This system can ensure the confidentiality of the records including requirement to review passport holders from different countries. - Include: AFIS Hardware: Matchers Servers with capacity to expand - Installation, Training, Assimilation, Documentation

500,000

$ 355,770

1 year service for AFIS, level 2 & 3 (x Years) 1 1 Year Support (3rd level), Not including the options 1

$ 982,550

System Requirements definitions, Design and confirmation 1 Registry business rules and workflow 1 Central site Inspection: during the building preparation process at Panama 1 System Integration 1 Installation and Training 1 Acceptance Test Program 1 DBA Local support (assuming sharing with the eBorder Control System) 0.5 SYS Admin Local support (assuming sharing with the eBorder Control System) 0.5 Documentation (Spanish) 1 Project management 1 Total Price for eBorder Control System (Price include all above items) $ 3,803,499 $ 3,803,499

All prices do not include ITBMS (VAT)

1. Optional Features QTY Option Unit Price (*) Optional - Upgrading fingerprint scanner to 4 fingers 1 $ 5,210 Optional: Datacenter, eBorder Control - DRS Servers - Storage for 1,000,000 applications, - Backup - Router firewall VPN

1 $ 202,260

Optional: MagnaTM - Border Control Disaster Recovery Site (DRS) - Oracle data base licenses - Localization + Customization

1 $ 86,690

Optional: CCTV Camera system monitoring the Border Control stations - For 4 international ports, total 100 stations (Servers not included) - Cameras, Central display system, Recording for 7 days - Installation, training & support for 1 year

100 $ 1,260

Optional: Alternative A - INTEGRATED AFIS: 1:N Search engine, per records OTI recommend using integrated and crediable biometric solution for the entire process. This system can ensure the confidentiality of the records including requirement to review passport holders from different countries. - Include: AFIS Hardware: Matchers Servers with capacity to expand - Installation, Training, Assimilation, Documentation

500,000 $ 1.11

Optional: 1 year service for AFIS, level 2 & 3 (x Years) 1 $ 88,030

C - 2

2. eVisa System

Feature QTY Total Price (*) eVisa Sticker - 66KB chip + Hercules Operating System, ICAO compliant - Security paper with security preprinting, Teslin inlay & Adhesive - Security features include: Security fibers, Metalic Hologram, Ultra Violet, Guilloche, OVI, Rainbow, Microtext, Preprinted serial number, ICI - Invisible Constant Information

25,000 $ 200,222

Mobile Enrollment Station & eVisa issuing - Laptop & Operating System - OCR Reader with ePassport reader + Security features validator - Contactless smartcard reader & SAM - Portrait Camera iCAD + Illumination - Signature pad with display - Document scanner and Visa personalization printer - Ruggedize case + Backscreen kit Software - Data capturing SW - Fingerprint 1:1 Identification SW - VPN Client - Data Capturing SW Customization - Workstations biometric login Note: For redundancy, we recommend to have 2 enrollment & Visa issuing stations per each embassy

7 $ 103,574

Upgrade to 4 Fingerprint scanner 7 $ 7,568 MagnaTM - eVisa Registration and Issuing software • Application for travel document • Interview and affiliation (This is an oral step in the workflow, not SW feature) • Interaction with other systems (see below) • Issuance of travel documents (visas) - validations • Validation of travel documents • Inventories (of eVisa) • Electronic recording of receipt number presented by applicant • Personalization (Logical and physical) of eStickers • Queries and Reports • Monitoring travel documents (check document authenticity) • implementing the business logic in conjunction with main System • System Management • Security (eSticker, fingerprint login, security policies, audit trail of all actions of operators)

1

$ 1,566,225

MagnaTM - MAIN eVisa Data Center - Oracle data base licenses - Localization + Customization

1

Interface to other systems (for example: AFIS) ($174,848 per interface) - Interfaces are assumed to be based on WEB Service - Price for additional interface will be quoted separately

3

Datacenter, Main: eVisa Servers - Storage for 1,000,000 applications, - Backup - Router firewall VPN - Hardware Security Module (HSM) + Certificate Authority (CA)

1

C - 3

(*) All prices do not include ITBMS (VAT)

Feature QTY Total Price (*)

1 Year Support (3rd level), Not including the options 1 $ 858,913

System Requirements definitions, Design and confirmation 1 Registry business rules and workflow 1 Central site Inspection: during the building preparation process at Panama 1 System Integration 1 Installation and Training 1 Acceptance Test Program 1 DBA Local support (assuming sharing with the eBorder Control System) 0.5 SYS Admin Local support (assuming sharing with the eBorder Control System) 0.5 Documentation (Spanish) 1 Project management 1 Total Price for eVisa System (Price include all above items) $ 2,736,501 $ 2,736,501

2. Optional Features QTY Option Unit Price (*) Optional - Invisible Personal Information - IPI and Shadow Image 25,000 $ 0.15 Optional - Upgrading fingerprint scanner to 4 fingers 1 $ 6,050 Optional - 6-8 hrs battery: power unit + charger 1 $ 1,840 Optional: MagnaTM - DRS eVisa Disaster Recovery Site - Oracle data base licenses - Localization + Customization

1 $ 86,690

Optional: Datacenter, DRS: eVisa Server - Storage for 1,000,000 applications, - Backup - Router firewall VPN

1 $ 202,260

Optional: Border Control station add-on for eVisa verification - eVisa reader: OCR Reader with ePassport reader + Security features validator - Finger print reader

28 $ 8,580

C - 4

(*) All prices do not include ITBMS (VAT)

Systems Summary Total (*) 1. eBorder Control System $3,803,499 2. eVisa System $2,736,501

Total $6,540,000

Assumptions, Terms, Conditions and Comments 1 Prices are for goods delivered to Panama, including: insurance, shipments, Custom (note: government will apply for for exemption). All received payments will be in USA Dollar. 2 Prices above do not include the price of the options. 3 OTI will train the Customer's trainers that will train the end-users.

5 Price for minimum eVisa stickers: 25,000 Price for eVisa Sticker for a minimum of additional 25,000 documents: $ 8.01 Price for eVisa Sticker for a minimum of additional 100,000 documents: $ 6.95 6 Price per search for additional 200,000 searched in the AFIS system $ 0.66

7 Price for additional annual maintenance for the system listed in Appendix C (not including options)

eVisa system: $ 202,400 eBorder Control system: $ 252,600 Total annual maintenance $ 455,000 The annual maintenance price will be adjusted annually to the American Industrial Production Index.

8 OTI reserves the right to provide similar or better make and model for all above items. 9 Customer will provide all human resources for system operation (Human resources, guards etc) 10 Customer will provide infrastructure such as: offices, construction, renovation, furniture's, networking, internet connection, electricity, lighting, power backup (UPS & Generator) & Air

Condition. 11 Customer will provide networking & communications in all sites and between sites (capture, centers) 12 Customer wil provide the application forms for eVisa registration. Company will design it and will customize the enrollment SW accordingly. 13 Integration of the PC's with the system will be performed during the installation period. Customer will provide facilitiy and space for system integration pre-installation. 14 The data center will be operative 7x24. Customer will man the data center at all operation hours.

C - 5

TOTAL AGREEMENT VALUE $6,540,000

Milestone Activity/Deliverables By Date Comments Amount Performed by PM0 Project sign & financial arrangements 01/06/2011

PM0.1 Advance Payment Guarantee 15/06/2011 Company will issue Advance Payment Guarantee to secure the Government Advance Payment

$3,270,000 Company

PM0.2 Performance Guarantee 15/06/2011 Company will issue Performance Guarantee $654,000 Company

PM1 Down Payment Remittance Not later than 50% Payment of Total Agreement $3,270,000 Customer Project Commencement - After Receiving Order &

Down Payment remittance 22/06/2011

AM1 Delivery of detailed System Requirements Document

Not later than 25/06/11

Reduction of 40% of the Down payment Guarantee (equal to 20% of the total value of the Agreement)

$1,308,000 Company

AM2 Delivery of detailed System Design Document Not later than 24/07/11


$1,308,000 Company

AM3 Shipment of initial system Not later than 7/08/11


$654,000 Company

PM2 Open Letter of Credit 22/06/2011 50% Payment of Total Agreement $3,270,000 Customer

AM4 Beginning of production of first 100 eVisa and 5 eBorder stations

16/09/2011 Release of 40% of the LC (equal to 20% of the total value of the Agreement)

$1,308,000 Customer

AM5 Shipment of the Main System Not later than 25/10/11

Release of 40% of the LC (equal to 20% of the total value of the Agreement)

$1,308,000 Company

AM6 Final delivery of the Phase 1 Project 03/12/2011 Release of 10% of the LC (equal to 5% of the total value of the Agreement)

$327,000 Customer

AM7 Delivery of CD with the Source Code as specified in the Agreement + Acceptance

10/12/2011 Release of 10% of the LC (equal to 5% of the total value of the Agreement)

$327,000 Customer

Release of Performance Guarantee 10/12/2011 Together with the delivery of CD with Source code

(AM7) $654,000 Customer

PM3 5 years annual maintenance & raw material supply OPTIONAL

PM3.1 Annual supply of Raw Material for additional of 100,000 eVisa stickers

July 1st Full Payment upon order. Order and payment to be received annually by April 1st.

$801,000

PM3.2 Annual Maintenance Price - after the 1 year warranty

July 1st Full Payment upon order. Order and payment to be received annually by July 1st

$455,000

C - 6

1. Sistema de control eBorder

Apéndice C: Lista de materiales (BOM) y precios

Característica CANT.

Puesto de control de fronteras - PC y sistema operativo, Lector OCR con lector ePassport + validador de características de seguridad - Cámara de retratos iCAD + iluminación Software - SW de captura de datos - SW de identificación de huella dactilar 1:1 - Login biométrico de cliente VPN Client y puestos de trabajo - Personalización del SW de captura de datos

30

modernizacion a scanner de 4 huellas 30 MagnaTM - software del sistema de control de fronteras • Autenticación de pasaporte y ePassport • Validación de documentos de viaje

1

Interfaz con otros sistemas (por ejemplo: AFIS), - Se supone que las interfaces están basadas en servicios WEB - Precio por interfaz adicional

2

MagnaTM - Control de fronteras PRINCIPAL - Centro de datos - Licencias de baso de datos Oracle - Localización + personalización

1

Centro de datos, control eBorder - servidores principales - Almacenamiento para 1.000,000 de transacciones, copia de respaldo - VPN del firewall del enrutador

1

MagnaTM - Servidor del sitio de control de frontera - Para 4 aeropuertos internacionales y puerto marítimo - Licencias de baso de datos Oracle - Localización + personalización

4

Magna AFIS integrado: 1:N motor de búsqueda, por registros OTI recomienda usar una solución integrada y confiable durante todo el proceso. Este sistema puede asegurar la confidencialidad de los registros, incluyendo el requerimiento de examinar titulares de pasaportes de países diferentes. - Incluye: Hardware AFIS: servidores de adaptación con capacidad de expansión - Instalación, formación, asimilación, documentación

500,000

1 año de servicio para AFIS, nivel 2 y 3 (x años) 1 1 año de soporte (3er nivel), sin incluir las opciones 1 Definición de los requerimientos del sistema, diseño y confirmación 1 Reglas comerciales de registro y flujo de trabajo 1 Sitio central de inspección: durante el proceso de preparación del edificio en Panamá 1 Integración del sistema 1 Instalación y formación 1 Programa de pruebas de aceptación (ATP) 1 Soporte local de DBA (suponiendo compartir con el sistema de control eBorder) 0.5 SYS Admin Local support (assuming sharing with the eBorder Control System) 0.5 Documentación (castellano) 1 Gestión del proyecto 1 Precio total Price del sistema de control eBorder (el precio incluye todos los ítems anteriores) $ 3,803,499

C - 7

1. Características opcionales CANT. Precio Unit. Opción Opcional - Actualización del escaner de huellas dactilares a 4 dedos 1 $ 5,210 Opcional: Centro de datos, Control eBorder -Servidores DRS - Almacenamiento para 1.000.000 aplicaciones, - Copia de respaldo - VPN del firewall del enrutador

1 $ 202,260

Opcional: MagnaTM - Sitio de recuperación de desastres del control de fronteras (DRS) - Licencias de base de datos Oracle - Localización + Personalización

1 $ 86,690

Optional: CCTV Camera system monitoring the Border Control stations - For 4 international ports, total 100 stations - Cameras, Central display system, Recording for 7 days - Installation, training & support for 1 year

100 $ 1,260

Opcional: Alternativa A - AFIS INTEGRADO: 1:N motor de búsqueda, por registros OTI recomienda usar una solución biométrica integrada y confiable para todo el proceso. Este sistema puede asegurar confidencialidad de los registros, incluyendo requerimiento de examinar titulares de pasaportes de diferentes países. - Incluye: Hardware AFIS: Servidores de adaptación con capacidad de expansión - instalación, formación, asimilación, documentación

500,000 $ 1.11

Opcional: 1 año de servicio por AFIS, nivel 2 y 3 (x años) 1 $ 88,030

C - 8

2. Sistema eVisa

Característica CANT.

eVisa Sticker - 66KB chip + Hercules Operating System, ICAO compliant - Security paper with security preprinting, Teslin inlay & Adhesive - Security features include: Security fibers, Metalic Hologram, Ultra Violet, Guilloche, OVI, Rainbow, Microtext, Preprinted serial number, ICI - Invisible Constant Information

25,000

Mobile Enrollment Station & eVisa issuing - Laptop & Operating System - OCR Reader with ePassport reader + Security features validator - Contactless smartcard reader & SAM - Portrait Camera iCAD + Illumination - Signature pad with display - Document scanner and Visa personalization printer - Ruggedize case + Backscreen kit Software - Data capturing SW - Fingerprint 1:1 Identification SW - VPN Client - Data Capturing SW Customization - Workstations biometric login Note: For redundancy, we recommend to have 2 enrollment & Visa issuing stations per each embassy

7

modernizacion a scanner de 4 huellas 7 MagnaTM - eVisa Registration and Issuing software • Application for travel document • Interview and affiliation (This is an oral step in the workflow, not SW feature) • Interaction with other systems (see below) • Issuance of travel documents (visas) - validations • Validation of travel documents • Inventories (of eVisa) • Electronic recording of receipt number presented by applicant • Personalization (Logical and physical) of eStickers • Queries and Reports • Monitoring travel documents (check document authenticity) • implementing the business logic in conjunction with main System • System Management • Security (eSticker, fingerprint login, security policies, audit trail of all actions of operators)

1

MagnaTM - MAIN eVisa Data Center - Oracle data base licenses - Localization + Customization

1

Interface to other systems (for example: AFIS) ($174,848 per interface) - Interfaces are assumed to be based on WEB Service - Price for additional interface will be quoted separately

3

Datacenter, Main: eVisa Servers - Storage for 1,000,000 applications, - Backup - Router firewall VPN - Hardware Security Module (HSM) + Certificate Authority (CA)

1

1 Year Support (3rd level), Not including the options 1 System Requirements definitions, Design and confirmation 1 Registry business rules and workflow 1 Central site Inspection: during the building preparation process at Panama 1 System Integration 1 Installation and Training 1 Acceptance Test Program 1 DBA Local support (assuming sharing with the eBorder Control System) 0.5 SYS Admin Local support (assuming sharing with the eBorder Control System) 0.5 Documentation (Spanish) 1 Project management 1 Total Price for eVisa System (Price include all above items) $ 2,736,501

C - 9

2. Optional Features QTY Option Unit Price (*)

Optional - Invisible Personal Information - IPI and Shadow Image 25,000 $ 0.15 Optional - Upgrading fingerprint scanner to 4 fingers 1 $ 6,050 Optional - 6-8 hrs battery: power unit + charger 1 $ 1,840 Optional: MagnaTM - DRS eVisa Disaster Recovery Site - Oracle data base licenses - Localization + Customization

1 $ 86,690

Optional: Datacenter, DRS: eVisa Server - Storage for 1,000,000 applications, - Backup - Router firewall VPN

1 $ 202,260

Optional: Border Control station add-on for eVisa verification - eVisa reader: OCR Reader with ePassport reader + Security features validator - Finger print reader

28 $ 8,580

C - 10

Puesto de control de fronteras - PC y sistema operativo, Lector OCR con lector ePassport + validador de características de seguridad - Cámara de retratos iCAD + iluminación Software - SW de captura de datos - SW de identificación de huella dactilar 1:1 - Login biométrico de cliente VPN Client y puestos de trabajo - Personalización del SW de captura de datos

Resumen de los sistemas Total 1. Sistema de control eBorder $3,803,499 2. Sistema eVisa $2,736,501

Total $6,540,000

Assumptions, Terms, Conditions and Comments 1 Los precios son CIF Panama, e incluyen: seguro, embarques. Todos los pagos serán en dólares EE.UU.. 2 Los precios anteriores no incluyen el precio de las opciones. Los precios NO incluyen impuestos locales ni cargos aduaneros. 3 OTI formará a los instructores del cliente que formarán a los usuarios finales.

5 Precios por un mínimo de etiquetas de eVisa: 25,000 Precio por etiqueta de eVisa para un mínimo adicional de 100.000 tarjetas: $ 8.01 Sistema eVisa: precio por mantenimiento annual adicional (no incluye opciones) $ 202,400 Sistema de control eBorder: precio por mantenimiento annual adicional (no incluye opciones) $ 252,600

8 OTI se reserva el derecho de suministrar una versión similar o mejor para los ítems anteriores. 9 El cliente suministrará todos los recursos humanos para la operación del sistema (recursos humanos, guardias, etc.) 10 El cliente proveerá la infraestructure, tal como: oficinas, construcción, renovación, muebles, redes, conexión de internet, electricidad, potencia de reserva (UPS & Generator) y aire

acondicionado. 11 El cliente proporcionará las redes y comunicaciones en todos los sitios y entre sitios (captura, centros) 12 El cliente proporcionará los formularios de para el registro de eVisa r. La compañía diseñará y personalizará el SW correspondiente de puesta en marcha. 13 La integración de PCs con el sistema se realizará durante el período de instalación. El cliente proporcionará el local y espacio para la preinstalación de la integración del sistema. 14 El centro de datos operará 7x24. El cliente mantendrá personal en el centro de datos durante todas las horas operacionales.

C - 11

Note: See attached for the details of each system

Panama - Indicative Pricing for eVisa and eBorder Control Systems

Systems Summary Total 2 2. eVisa System

eVisa Sticker x 25,000 Embassy: Mobile Enrollment Station & eVisa issuing MagnaTM - eVisa Registration and Issuing software MagnaTM - MAIN eVisa Data Center Interface to other systems Datacenter, Main: eVisa Server Services: 1Y warranty, Requirement & Design, Installation, Training, Documentation, DBA & Sys Admin support & Project management

$ 2,736,501

1 1. eBorder Control System Border Control Station x 30 MagnaTM - Border Control System software Interface to other systems MagnaTM - MAIN Border Control - Data Center Datacenter, eBorder Control - Main Servers MagnaTM - Border Control Site Server x 4 Services: 1Y warranty, Requirement & Design, Installation, Training, Documentation, DBA & Sys Admin support & Project management

$ 3,803,499

Total $ 6,540,000 Total Price in Words: Six Millions, Five Hundred Thousands USD

C - 12

3 Panama - Indicative Pricing for eBorder Control Kiosk Stations - Optional

Optional Features QTY Option Unit Price

eBorder Control Kiosk stations

Optional: Kiosk for quick eBorder Control (without gate) - PC, touch screen & Operating System - OCR Reader with ePassport reader + Security features validator - 1 x Fingerprint scanner - 3 x Portrait Camera + Illumination Software - Data capturing SW - Fingerprint 1:1 Identification SW - VPN Client - Data Capturing SW Customization - Kiosk user friendly interface - It is advisable to have an attendant to assist passengers 1:5 stations - Installation, training & support for 1 year

20 $ 97,380

1 Year Support (3rd level), Not including the options 1 $308,050 System Requirements definitions, Design and confirmation 1 $ 49,850 Central site Inspection: during the building preparation process at Panama 1 $ 11,110 Installation and Training 1 $ 58,640 Acceptance Test Program (ATP) 1 $ 27,720 Project management 1 $ 95,180

Assumptions, Terms, Conditions and Comments 1 Prices are CIF Panama, include: insurance, shipments. All received payments will be in USA Dollar. 2 Prices above do not include the price of the options. Prices do NOT include any local tax or custom. 3 OTI will train the Customer's trainers that will train the end-users. 4 Project enrolment and production length (months): 12 5 Price for additional annual maintenance (not including options) $ 323,500 7 OTI reserves the right to provide similar or better make and model for all above items. 8 Customer will provide system operation (Human resources, electricity, guards etc) 9 Customer will provide infrastructure such as: offices, construction, renovation, furniture's, networking, internet connection, electricity, lighting, power backup (UPS & Generator) & Air

Condition. 10 Customer will provide networking & communications in all sites and between sites (capture, centers) 13 The back office of the central site will be operative 7x24. 14 The central site MUST have good and reliable connection between them of min. 1 Mbps.

C - 13

Appendix D: Payment Terms

TOTAL AGREEMENT VALUE $6,997,800 ($6,540,000 + ITBMS)

Milestone Activity/Deliverables By Date Comments Amount Performed by

PM0 Project sign & financial arrangements 20/06/11

PM0.1 Advance Payment Guarantee 20/06/11 Contractor will issue Advance Payment Guarantee to secure the Government Advance Payment

$3,500,000

Contractor

PM0.2 Performance Guarantee 20/06/11 Contractor will issue Performance Guarantee

$699,780

Contractor

PM0.3 Authorization by General Controllership

11/07/11 State will provide authorization of General Controllership

State

PM0.4 Ministry Order to Proceed 26/07/11 State will issue Order to Proceed Project (15 days after Authorization by GC)

State

PM1 Advance Payment Remittance Down Payment of Total Agreement $3,500,000 State

Project Commencement - After Receiving Order & Down Payment remittance

26/07/11

AM1 Delivery of detailed System Requirements Document

18/08/11 ($1,400,000)

Contractor

AM2 Delivery of detailed System Design Document

6/10/11 ($1,400,000)

Contractor

AM3 Shipment of initial system 26/09/11 ($700,000)

Contractor

AM4 Beginning of production of first 100 eVisa and 5 eBorder stations

22/11/11 State

AM5 Shipment of the Main System, 9/12/2011

Contractor

AM6 Final delivery of the Project 29/3/2012

AM7 Delivery of CD with the Source Code as specified in the Agreement + Acceptance

29/4/2012

State

Milestones and Payment Milestones (PMs & AMs)

PM = Payment Milestone AM = Acknowledged Milestone

Payment Terms & Conditions

PM2 Second Payment – Rest of payment of the object of the Contract

29/04/2012 Remainder Payment of the Total Agreement

$3,497,800 State

Release of Performance Guarantee 29/3/2013

$699,780

State

PM3 5 years annual maintenance & raw material supply

OPTIONAL Price (not including ITBMS)

PM3.1 Annual supply of Raw Material for additional of 100,000 eVisa stickers

July 1st Full Payment upon order. Order and payment to be received annually by July 1st.

$801,000

PM3.2 Annual Maintenance Price - after the 1 year warranty

July 1st Full Payment upon order. Order and payment to be received annually by July 1st

$455,000

1. All quoted prices are in US Dollar. All payments will be made in US Dollar to the Contractor ’s Bank account at the aforesaid dates of payment against invoice and no later than fourteen (14) days from each payment date, unless expressly prescribed otherwise in the Contract.

2. Contractor will provide a Down Payment Guarantee for the down payment that shall come into effect only after actual receipt of the down payment from the State.

3. Partial deliveries and/or shipments of milestones are allowed and will be seen, for the needs of payment, as fulfilled milestones.

4. Each phase is dependent upon the completion of the prior phase and the appropriate payment. In the event that the completion of a phase is delayed due to Estate's actions or omissions, an extension shall be added to the following phase. If the delay is longer and over 3 weeks, then a new setup fee will be charged and new time table for implementation would be re-calculated and presented. It is noted that such delay may cause much longer plan.

5. State will pay for ANY Tax and Handling in Panama.

6. The prices will be adjusted annually to the American Industrial Production Index.

7. Partial shipments of milestones are acceptable.

8. Any dispute would not delay work on other segments that were fully paid, and will not delay payments on delivered segments. Nevertheless, Contractor has the right to halt its works in case payments are delayed for more than seven (7) days.

9. If the State did not issue the “Goods Release Letter” within 10 business days from arrival to the Panamanian port, the State is deemed to have accepted the Goods and the Contractor will be entitled to receive its payment from the State according to the Payment Milestone.

D - 2

Ministry of Public Security

OTI-Panama

Signature: Signature: Name: Name: Title: Title: Witness Witness Signature: Signature: Name: Name: Title: Title:

D - 3

Appendix E - Project Implementation Plan Phase1_EN_2011 06 20_(Final).mppID Task Name Duration Start Finish Resource 20 Dec '10 27 Names T W T F S S M

1 Panama eVisa and border Project - Implementation Plan 442 days Tue 26/07/11 Wed 03/04/13 2 PM-1: AR0 Contract signed, Order to Proceed and down payment

received 0 days Tue 26/07/11 Tue 26/07/11

3 Project kick-Off / Establish local base / Administration 10 days Tue 26/07/11 Mon 08/08/11 4 Project Kick off 0 days Tue 26/07/11 Tue 26/07/11 PANAMA,OTI

5

Project management team assignment 2 weeks Tue 26/07/11 Mon 08/08/11 OTI,PANAMA

6

Provide preliminary specifications for Sites & Human Resources 2 weeks Tue 26/07/11 Mon 08/08/11 OTI

7 Legal Issues 30 days Tue 26/07/11 Mon 05/09/11 8

Legal - Arrange for import and taxation permits and adjustments 6 weeks Tue 26/07/11 Mon 05/09/11 OTI,PANAMA

9 Initiation and Planning Phase, Extraction of needs 18 days Tue 26/07/11 Thu 18/08/11 10 System Detailed Study, 1st phase Sites Survey & Configuration

definitions 10 days Tue 26/07/11 Mon 08/08/11 PANAMA,OTI

11 Requirements Extraction, presenting & approval of conceptual eVisa graphic

10 days Tue 26/07/11 Mon 08/08/11 OTI,PANAMA

12

System requirements document discussion 4 days Tue 09/08/11 Fri 12/08/11 PANAMA,OTI

13

Approve project plan (Assuming 3 days for PANAMA response) 4 days Mon 15/08/11 Thu 18/08/11 OTI,PANAMA

14 AM-1 Requirements Signoff 0 days Thu 18/08/11 Thu 18/08/11 15 System Design, Customization & Development Phase 35 days Fri 19/08/11 Thu 06/10/11 16

Detailed Design Document Composition (1 week with the customer) 7 weeks Fri 19/08/11 Thu 06/10/11 OTI

17

Detailed Design & Plan Document Review (Maybe combined with Phase-I implementation)

1 week Fri 30/09/11 Thu 06/10/11 OTI,PANAMA

18 AM-2 Full System Detailed Design & Plan / Freeze 0 days Thu 06/10/11 Thu 06/10/11 PANAMA,OTI 19 Infrastructure - 1st phase, Main & DRS & Sites 55 days Tue 26/07/11 Mon 10/10/11 20

Building Infrastructure 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

21

Servers Room for Main DS & DRS 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

22

Air Conditioning 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

23

Fire Detections and Extinguishing systems 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

24

Isolated LAN 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

25

VPN WAN (IPSEC compliant) including center, DRS, Embassies, Border Control Sites

2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

26

Lighting 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

27

Telephony 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

28

Electricity & Backup power (UPS + Generators) 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

29

Physical security (Alarm, Cameras, Access Control, Guard force) 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

Critical

Finish-only Manual Summary

Critical Split Duration-only Project Summary

Critical Progress Baseline External Tasks

Task Baseline Split External Milestone

Split Baseline Milestone Inactive Task

Task Progress Milestone Inactive Milestone

Manual Task Summary Progress Inactive Summary

Start-only Summary Deadline

Page 1

Appendix E - Project Implementation Plan Phase1_EN_2011 06 20_(Final).mppID Task Name Duration Start Finish Resource 20 Dec '10 27 Names T W T F S S M

30

Booth (Lighting, Orientation, Equipment Placement) 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

31

Locked secured warehouses 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

32

Nation Wide Operations Established / Team / Communications / Procedures / Budget allocation / Transportation

2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

33

Recruit and Assign human resources to their positions 2.5 mons Tue 26/07/11 Mon 10/10/11 PANAMA

34 Sites (review) readiness for Installations: border + embassies from remote

0 days Mon 10/10/11 Mon 10/10/11 OTI,PANAMA

35 e-Visa Sticker Components 58 days Tue 26/07/11 Thu 13/10/11 36

eVisa SECURED graphical design 1 week Fri 19/08/11 Thu 25/08/11 OTI

37

Holographic Laminate graphical design 1 week Fri 19/08/11 Thu 25/08/11 OTI

38

Graphic Design Correction Cycle and signoff 1 week Fri 26/08/11 Thu 01/09/11 OTI,PANAMA

39 Confirm and sign the eVisa Graphic design 0 days Thu 01/09/11 Thu 01/09/11 PANAMA 40

Hologram origination 2 weeks Fri 02/09/11 Thu 15/09/11 OTI

41

eVisa Security pre-Printing (+customer approval of 1st batch) 2 weeks Fri 02/09/11 Thu 15/09/11 OTI

42

Holographic Origination & Security Printing / proof & signoff 1 week Fri 16/09/11 Thu 22/09/11 PANAMA,OTI

43

Holographic Ribbon manufacturing 4 weeks Fri 16/09/11 Thu 13/10/11 OTI

44

eVisa Manufacturing 2 weeks Fri 30/09/11 Thu 13/10/11 OTI

45

Purchase Documents Raw Materials 2.5 mons Tue 26/07/11 Mon 10/10/11 OTI

46 Initial eVisa and eBorder control system / IT and Equipment 95 days Tue 26/07/11 Mon 05/12/11 47

Procurement procedures for 1st Phase Systems & Peripherals 3 weeks Tue 26/07/11 Mon 15/08/11 OTI

48

Supply of Integration Servers and OTI integration AFIS 3 weeks Tue 09/08/11 Mon 29/08/11 OTI

49

Integration of Integration Server (s) 2 weeks Tue 30/08/11 Mon 12/09/11 OTI

50

Supply of Basic Peripherals 3 weeks Tue 09/08/11 Mon 29/08/11 OTI

51

Manufacture & Integrate of 4 MRS 2 weeks Tue 30/08/11 Mon 12/09/11 OTI

52

First workflow - System Customization, Manufacturing, Integration & Testing

16 weeks Tue 26/07/11 Mon 14/11/11 OTI

53

AM-3 Shipment & release from customs of the system 2 weeks Tue 13/09/11 Mon 26/09/11 OTI

54 Shipment & release from customs of Interim eVisa needs (Diplomatic courier)

1 week Fri 07/10/11 Thu 13/10/11 OTI,PANAMA

55

On site integration 1.5 weeks Fri 14/10/11 Tue 25/10/11 OTI,PANAMA

56

Teams Training 1 week Tue 15/11/11 Mon 21/11/11 PANAMA,OTI

57

AM-4 First Official eVisa issued / Commence data collection 1 week Tue 22/11/11 Mon 28/11/11 PANAMA,OTI

58 Initial eVisa and eBorder control system - Acceptance 0 days Mon 28/11/11 Mon 28/11/11 PANAMA,OTI

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Appendix E - Project Implementation Plan Phase1_EN_2011 06 20_(Final).mppID Task Name Duration Start Finish Resource Dec '10 27 Names T W T F S S M

59

Travel & Installation (Enrollment @ embassy, eBorder, Integration server)

1 week Tue 29/11/11 Mon 05/12/11 PANAMA,OTI

60 Initial eVisa and eBorder control system Installed and operative (2 embassies and 2 border control stations)

0 weeks Mon 05/12/11 Mon 05/12/11 PANAMA,OTI

61 eVisa Issuing & border Systems - Deployment 93 days Tue 18/10/11 Thu 23/02/12 62

Continues eVisa & consumables shipments & release from customs 16 weeks Tue 18/10/11 Mon 06/02/12 OTI

63

Additional 2 Embassies release from customs, integrated & start to issue new eVisa

1 week Fri 23/12/11 Thu 29/12/11 PANAMA,OTI

64

Additional 3 Embassies release from customs, integrated & start to issue new eVisa

1 week Fri 03/02/12 Thu 09/02/12 PANAMA,OTI

65

eBorder: Initial 5 stations start to check the new eVisa 1 week Fri 03/02/12 Thu 09/02/12 OTI,PANAMA

66 eBorder: Additional 10 stations start to check the new eVisa 1 week Fri 10/02/12 Thu 16/02/12 PANAMA,OTI

67 eBorder: Additional 15 stations start to check the new eVisa 1 week Fri 17/02/12 Thu 23/02/12 PANAMA,OTI 68 IT and Equipment - Main Site 122 days Fri 19/08/11 Mon 06/02/12 69

Fine tune IT Design & BOM 2 weeks Fri 19/08/11 Thu 01/09/11 OTI

70

Procurement procedures 2 weeks Fri 26/08/11 Thu 08/09/11 OTI

71

Peripherals (PC's, FP Scanners, Printers, gates etc.)/direct to customer 8 weeks Fri 09/09/11 Thu 03/11/11 OTI

72

Servers & Peripherals Supply 8 weeks Fri 09/09/11 Thu 03/11/11 OTI

73

Servers / System Integration 5 weeks Fri 04/11/11 Thu 08/12/11 OTI

74

IT Training in Israel 1 week Fri 02/12/11 Thu 08/12/11 OTI,PANAMA

75

AM-5 Servers & Peripherals Shipment & release from customs 3 weeks Fri 09/12/11 Thu 29/12/11 OTI

76

System SW development 8 weeks Tue 15/11/11 Mon 09/01/12 OTI

77

Integration on Site (HW & SW) 2 weeks Tue 10/01/12 Mon 23/01/12 OTI,PANAMA

78 On site IT training & manuals supply 2 weeks Tue 10/01/12 Mon 23/01/12 OTI,PANAMA

79

Phase-I SW Integration & Testing 2 weeks Tue 24/01/12 Mon 06/02/12 OTI,PANAMA

80 Phase-I System Ready (Most Functionality) 0 days Mon 06/02/12 Mon 06/02/12 OTI,PANAMA 81 Complete System 289 days Fri 24/02/12 Wed 03/04/13 82 System update to meet design + Testing 5 weeks Fri 24/02/12 Thu 29/03/12 OTI,PANAMA 83 AM-6 Complete system acceptance 0 days Thu 29/03/12 Thu 29/03/12 PANAMA,OTI 84 AM7- Delivery of CD with the Source Code 0 days Thu 29/03/12 Thu 29/03/12 85 Phase-I System ready (All Functionality) 0 days Thu 29/03/12 Thu 29/03/12 PANAMA,OTI 86 1 Year Support (3rd Level) 12 mons Fri 30/03/12 Wed 03/04/13

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This document defines the METHODOLOGY for Project Management of the Project and supplements the Agreement signed between the Ministry of Public Security of the Republic of Panama (the ”STATE”) and OTI Panama S.A. (the “CONTRACTOR” and the “Agreement” respectively), as per the Agreement signed between the STATE and the CONTRACTOR.

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Appendix F – Project Management Plan

1. The STATE shall appoint a Government Project Manager (GPM”) with full powers and authority to represent the STATE in all matters regarding the implementation of the Project and the Agreement.

2. The CONTRACTOR shall appoint the CONTRACTOR’s Project Manager (CPM”) with full powers and authority to represent the CONTRACTOR in all matters regarding the Project and the Agreement and to manage, control, supervise and direct the Project and the performance of the Agreement by both parties, including the financial, administrative, operational and the technological aspects.

3. Except otherwise provided, all instructions, communications and orders from either party to the other party shall be given by the respective project manager.

4. All works carried out under the Agreement shall be under the joint supervision of both the STATE’s PM and CONTRACTOR’s PM, provided however that the CONTRACTOR’s PM shall be deemed senior, and that in case of any disagreement or controversy between the Project Managers, it shall be settled by the Project Steering Committee (see below).

4.1. If the CONTRACTOR, without undue delay after any decision or instruction otherwise than in writing, being given, requires such decision or instruction to be confirmed in writing by the STATE’s PM, such decision or instruction shall not be effective until written confirmation thereof has been received by the CONTRACTOR; and

4.2. If the CONTRACTOR disputes or questions any of the STATE’s PM’s instructions, it may give a written notice to the STATE’s PM, within seven (7) days after receiving any such instruction of the STATE’s PM. The CONTRACTOR shall give its reasons for contesting the decision of the STATE’s PM.

5. Each of the Project Managers may, from time to time, delegate to any senior officer of the STATE or of the CONTRACTOR, as the case may be, any of the powers, discretion, functions and authorities vested in him and may at any time revoke any such delegation. Any such delegation or revocation shall be in writing and in case of delegation shall specify the powers, discretion, functions and authorities thereby delegated. No such delegation or revocation shall have affect on the other party unless it has been informed thereof in writing.

6. Each of the Project Managers and the CONTRACTOR’s staff shall be granted by the STATE full access to all the relevant premises, including governmental facilities and premises, as shall be required, according to the CONTRACTOR’s PM, in order to perform any phase of the Project.

7. Immediately after the Project Activation, the STATE will assign the GPM. The Government will establish a team which will include (at least) a member or members which has/have the following functions and decision making authority:

• Principal Secretary of the Ministry under which the Project is conducted;

The GPM will be responsible for fulfilling the entire obligations of the STATE under the terms and conditions of the Agreement, and will cooperate closely with the CONTRACTOR’s Project Manager (“CPM”), assisting it to fulfill the CONTRACTOR’s obligations, which are set in the Agreement.

The GPM and the CPM will conduct periodical meetings, in which the progress of the project will be presented and discussed, and difficulties will be resolved.

• A STATE’s National IT Manager/Advisor;

• A Project Controller;

• A Legal Advisor;

• A Logistics Officer.

• Operations manager

8. The CONTRACTOR and the STATE each in its side will establish mutual Project Steering Committees ("PSC") which will include the national and CONTRACTOR executives respectively. The PSCs will carry meetings on a need bases to monitor the Project's progress, define future strategy and try to resolve major obstacles which were not resolved by the CPM and GPM.

9. With commencement of the project the CONTRACTOR will supervise the operations and will take the responsibility of training the Government to manage the operations. With the completion of the training the operations will go through a transition period were the Government shall take over operational responsibilities in their entirety with close monitoring of the CONTRACTOR, this period is expected to last 4-5 month. At the conclusion of this period the operations will go into the commercial on going stage of service and maintenance with remote monitoring of the CONTRACTOR.

10. The GPM must take the following actions in advance:

• Establish the team to plan, execute, control and monitor nationwide operations and report relevant information to the CPM and the GPM during the implementation phase and to the GPM during the project phase

• Prepare the technology team, a group of top experts on national level which will closely cooperate with the CONTRACTOR’s designers during the design phase to develop processes, during the implementation phase to implement the processes and will follow in their assimilation after the implementation phase.

• Prepare a logistics post to deal with all the shipments arriving from the CONTRACTOR, release them from customs and transport them to their intended locations.

• Prepare a operations post to prepare all Offices infrastructure (buildings, furnishing, cubicles, lighting, network, network security, telephony, fire safety, air-conditioning, electricity, backup power, lighting, physical security of building and people) to accommodate with the proposed solution

• Prepare an integration Office for the collection of equipment and goods for the integration of the equipment and its distribution to the different Offices

• Establish a response center team to deal with service calls nation and international wide.

• Prepare the means for transportation and communications between team members and sites.

F - 2

• Prepare the management the operators and the key people to monitor the operations on daily bases in each Office nation wide and in the embassy’s.

• Make the necessary means for efficient communication between the CPM and the GPM and the Government offices

• Prepare the transportation means to the different locations during the implementation phase.

• Deal with physical security means for the teams

• Have direct legal advice for key legal issues related to; business relations, logistics, procurement and operations of the project.

• Allocate the budgets necessary for the release of goods from customs and carry on operations on national and international level.

F - 3

1. Format of Milestone Delivery – Acceptance Certificate

Appendix G – Format of Forms

A. This Appendix contains agreed formats of the following forms:

1. Format of the “Change Request Form” 2. Format of the “Milestone Delivery - Acceptance ertificate”

B. Use of the specified forms:

1. Format of the Milestone Delivery - Acceptance Certificate:

v This certificate should be issued by the STATE in favor of the CONTRACTOR, immediately upon the delivery of each Milestone.

2. Format of the Change Request Form:

v This form should be filled in and forwarded by the STATE to the CONTRACTOR, in any case that the STATE requests a change in the proposed system, in relation to the signed Agreement between the parties.

Milestone Delivery - Acceptance Certificate

The STATE hereby confirms, according to the Agreement signed between the STATE and the CONTRACTOR, that the CONTRACTOR has completed successfully and satisfactory all its delivery obligations to be performed under Milestone ______________________, all as per defined in the Scope of Work (SOW). For and of behalf of the STATE: ____________________________ _____________________ Full Name, Title, Seal Date

2. Format of Change Request Form (CRF)

Change Request Form (CRF)

Part 1 – the Change Request

Part 2 - Response to Change Request

To: __________________

From: __________________

CC: __________________

Date: __________________

Short Description: __________________________________________________

CR Number: CR Date of Preparation:

Original Version Found in:

Priority Normal / Immediate / Urgent Category STATE Approval Required

Submitted By: Name Duty

Description:

Date Received and Recorded

Response due date

CR Number:

Submitted By: Name: Duty:

General Response:

Time Table Effects

Bill of Materials Effects

Financial Effects Breakdowns: Capital investment \ maintenance

Date of Response Internal Routing for review and response:

Name:

STATE Response Authorized \ Hold in View \ Abandoned

Duty Name Signature

Place Date

Accepted and Recorded By Name Date

G - 2

This Maintenance Agreement (the “Maintenance Agreement”) supplements the Agreement (the “Agreement “) signed between The Ministry of Public Security of The Republic of Panama (the “STATE”) and OTI Panama S.A. . (the “CONTRACTOR”).

NOW, THEREFORE, the parties hereby agree as follows:

Appendix H – Maintenance Agreement

WHEREAS During the Maintenance Period the CONTRACTOR shall provide the STATE with maintenance services for the Project as stated under the Agreement. This Maintenance Agreement specifies the content of these services.

1. The Duration of the Maintenance Agreement is the same as the Agreement Duration, during which the CONTRACTOR will maintain the Project and receives agreed payments for such services.

2. Unless the Agreement requires otherwise, capitalized terms defined herein shall have the meaning ascribed to them in the Agreement.

2.1. Scope of Warranty and Maintenance Services. The CONTRACTOR shall provide the STATE, with support and maintenance services (the "Services") for the CONTRACTOR’s provided items of the Project including software and hardware listed in: Appendix C – Bill of Materials and Prices (“BOM”) during the Period of the Project.

2.2. The STATE will establish a Help Desk that will receive all service calls, log them into the system and will follow up until it will be resolved. Calls for service can be initiated either by phone or by email, but must be accompanied by a written failure report and other documentation if required.

2.3. The STATE will allocate a STATE Support manager that will manage the entire maintenance operation for the system including but not limited to the Central sites, all technicians, training and certification of the technicians, spare parts, preventive maintenance, dispatch, escalation, generate and distribute routine maintenance reports. The Help Desk will dispatch the relevant technician to the call and will escalate the problem to higher level in case it is not resolved within reasonable time.

2.4. The STATE will provide the software tools to manage such operation. Whenever a problem is escalated to an upper level, a higher management level should be updated.

2.5. The Services (whether rendered by the STATE, the CONTRACTOR or the CONTRACTOR’s Subcontractor, as stated below) shall include the following:

2.5.1. Installation, testing and the implementation of standard corrections, updates, supply and installation of new versions and new releases of the software and updating of related documentation and materials to the level defined in this contract; For avoidance of any doubt, functionality upgrades and work for new releases, beyond the agreed upon requirements - are not covered by this agreement.

2.5.2. Routine preventive maintenance, namely the maintenance of the hardware, keeping it working in good order;

2.5.3. Rendering advice and guidance in the use and performance of the Project;

2.5.4. Providing training for professional key personnel of the STATE and certify them to maintain the products of the Project under their responsibility so they will provide the Level 1 support.

2.6. In this Maintenance Agreement, the levels of the support services are defined as follows:

2.6.1. Level 1 - The initial support level responsible for basic System issues. The first job of the specialist is to gather the STATE’s information and to determine the System’s issue by analyzing the symptoms and figuring out the underlying problem. Personnel at this level have a basic to general understanding of the product or service and may not always contain the competency required for solving complex issues. Nevertheless, the goal for this group is to handle 70%-80% of the user problems before finding it necessary to escalate the issue to a higher level.

2.6.2. Level 2 - a more in-depth technical support level than L1 containing experienced and more knowledgeable personnel on a particular product or service. Technicians in this realm of knowledge are responsible for assisting L1 personnel to solve basic technical problems and for investigating elevated issues by confirming the validity of the problem and seeking for known solutions related to these more complex issues. If a problem is new and/or personnel from this group cannot determine a solution, they are responsible for escalating this issue to the L3 technical support group. In addition, many companies may specify that certain troubleshooting solutions be performed by this group to help ensure the intricacies of a challenging issue are solved by providing experienced and knowledgeable technicians. This may include, but is not limited to onsite installations or replacements of various hardware components, software repair, diagnostic testing, and the utilization of remote control tools used to take over the user’s machine for the sole purpose of troubleshooting and finding a solution to the problem.

2.6.3. Level 3 - These individuals are experts in their fields and are responsible for not only assisting both L1 and L2 personnel, but with the research and development of solutions to new or unknown issues. L3 experts have the same responsibility as L2 technicians in reviewing the work order and assessing the time already spent with the STATE so that the work is prioritized and time management is sufficiently utilized. If it is at all possible, the technician will work to solve the problem with the STATE as it may become apparent that the L1 and/or L2 technicians simply failed to discover the proper solution. Upon encountering new problems; however, L3 expert must first determine whether or not to solve the problem and may require the STATE’s contact information so that the technician can have adequate time to troubleshoot the issue and find a solution. In some instances, an issue may be so problematic to the point where the product cannot be salvaged and must be replaced.

2.6.4. Level 4 - Rrepresents an escalation point beyond the organization to the CONTRACTOR. In some extreme problems are also sent to the original developers for in-depth analysis. If it is determined that a problem can be solved, this group is responsible for designing and developing one or more courses of action, evaluating each of these courses in a test case environment, and implementing the best solution to the problem. Once the solution is verified, it is delivered to the STATE and made available for future troubleshooting and analysis.

2.7. The Maintenance and Support Services hall be given as set force in the following table;

Support Level Location / Responsibility Response Time Day time

Level 1 (L1) STATE operators at all operational sites Immediate conditional on technician availability and severity During Operation hours

Level 2 (L2) STATE technicians at all operational sites Immediate conditional on technician availability and severity else 8 hours During Operation hours

Level 3 (L3)

CONTRACTOR experts at Main (and/or Disaster Recovery Centers when option of this feature is acquired)

8 hours Provided between Monday through Friday, excluding Saturdays, Sundays and national holidays

24 x 5 days

Level 4 (L4) CONTRACTOR R&D at corporate site Provided between Monday through Friday, excluding Saturdays, Sundays and national holidays

Normal operations hours

H - 2

3. Remedial Support

3.1. For Level 3 - the services set forth above shall be provided between Monday through Friday, excluding Saturdays, Sundays and national holidays (the "Support Hours").

3.2. For Level 3 - Upon receipt of a written report from the STATE (by email) of any malfunction of the System within the Support Hours, the CONTRACTOR’s call center shall reply to the STATE with a confirmation of acceptance. The CONTRACTOR shall provide the STATE with basic technical support feedback by telephone ("Callback Support"). This session and others must be ended automatically and then escalated automatically to the second level. It is customary that whenever a problem is escalated a higher management level is updated.

3.3. In the event Callback Support is not sufficient and the resolution of the reported defect or malfunction requires further means, the CONTRACTOR call center shall coordinate to dispatch the CONTRACTOR’s Contractor’s personnel to the STATE's site.

3.4. Where the CONTRACTOR or CONTRACTOR’s Contractor is not able to resolve and remedy the reported defect or malfunction or successfully implement a temporary correction or bypass within the Repair Time, the CONTRACTOR shall, without delay, engage the services of its headquarter expert engineers to resolve the defect or malfunction and/or effect a temporary correction or bypass.

3.5. The CONTRACTOR will be not responsible for any costs or losses resulting from a delay related to the repair time.

4. The STATE's Responsibilities

4.1. The STATE shall ensure that proper environmental conditions (to be specified during the design phase) are provided for the Project Duration and shall be maintained in good condition.

4.2. The STATE shall provide the CONTRACTOR and its representative’s reasonable access to any of the STATE's sites, at which the Project or any of its items are located, and to the STATE's data and any other relevant information to enable the CONTRACTOR to render the Services.

4.3. The STATE shall not make any modifications to the products of the Project without the CONTRACTOR's prior written consent and shall not attempt to adjust, repair or maintain the Project nor request, permit or authorize any person other than the CONTRACTOR or persons approved by the CONTRACTOR to carry out adjustments, repair or maintenance to the Project. If such action will be identified then the CONTRACTOR’s warranty and services will not cover that item/s the CONTRACTOR shall not be responsible to any consequence and it will be repaired on time and material base. For avoidance of doubt; warranty is void if the software was changed from its original form.

4.4. The STATE shall promptly notify the CONTRACTOR, in a written report, if the Project or any of the items or parts thereof requires service or are not operating correctly.

4.5. The STATE shall periodically perform, maintain and test backup for all data and other information contained in or related to the Project, and the CONTRACTOR shall not be responsible for any loss of such data or any part thereof.

4.6. The STATE shall operate the Project in a prudent manner in accordance with instructions or the advice of the CONTRACTOR.

H - 3

4.7. The STATE certified technical team shall be responsible to carry out Level 1 support activities, as described hereinabove.

4.8. The STATE certified technical team shall be responsible to carry out service and maintenance tasks as defined by the CONTRACTOR on timely bases.

4.9. It is agreed that during the duration of the Project, the STATE will provide qualified system administrators, qualified database administrators and IT technicians in quantities and qualifications as specified in Appendix B – SOW attached to the Agreement. Those personnel will support the supplied system and should work per the CONTRACTOR instructions.

H - 4

This Appendix I (“Appendix”) supplement the Agreement (“Agreement”) signed between the Ministry of Public Security of the Republic of Panama (the “STATE”) and OTI Panama S.A. (the “CONTRACTOR”). Capitalized terms shall have the meaning as defined in the Agreement, unless expressly defined otherwise in this Appendix.

Appendix I: Liability, Indemnification, Insurance

1. In no event shall either party be liable to the other party for loss of data, loss of profits, loss of contracts or for indirect, incidental, special or consequential damages. This limitation and exclusion of liability shall apply regardless of whether the liability claim is based on breach of contract, breach of warranty, negligence, strict liability, tort, by way of indemnity or other legal theory, and shall also apply for the benefit of employees, agents and subcontractors of either party.

2. The parties agree that the warranties expressly given in the Agreement are in lieu of and exclude all other terms, representations, conditions or warranties, express or implied by statute, law or otherwise as to the quality, merchantability or fitness for any particular purpose of the System subject matter of the Agreement (the “System”).

3. Other than the specific warranties provided herein, any statement, condition or warranty, express or implied, statutory or otherwise, as to the quality, merchantability, or suitability or fitness for any particular purpose of the System is hereby disclaimed, and the CONTRACTOR shall not be liable to the STATE or to any other persons for loss or damage (whether direct or consequential) arising directly or indirectly in connection with the use or performance of the System or any modification, variation or enhancement thereof, and any Documentation or training relating thereto.

4. The total liability of the CONTRACTOR for any one claim by the STATE will be limited to the price paid for the System, actually received by the CONTRACTOR in connection with the sale of the System to the STATE.

5. The STATE shall indemnify and hold the CONTRACTOR harmless against all claims, damages and liabilities asserted by any person or entity resulting directly or indirectly from any breach or negligence by the STATE, or by any of its employees or agents, of the Agreement or of any warranty or representation of the STATE contained herein or made in connection herewith. Such exposure to risk shall include payment of reasonable attorneys’ fees and other costs incurred by the CONTRACTOR in defending such claims.

6. The STATE shall purchase and maintain, at its own expense, insurance cover for all conventional risks on the System’s equipment, hardware and software, the Deliverables, tangibles, intangibles, and other property, and keep each part thereof insured for its full replacement value which also includes cost of dismantling, erection, customs and import duties, sales and other taxes, if any. The STATE shall also maintain adequate insurance cover for all risks of death of or injury to persons arising of the implementation of the Agreement. It is hereby clarified that the level of insurance shall be determined at the STATE’s own discretion, provided however that the STATE shall bear the full and sole responsibility for any damages arising out of any lack of insurance.

THE STATE THE CONTRACTOR

APPENDIX J: Mutual Confidentiality Agreement

This Appendix is a supplement of the Agreement signed

Between

On Track Innovations Ltd., a Company established and registered under the laws of the State of Israel and its subsidiary, OTI Panama S.A., a Panamanian Company established and registered under the laws of the Republic of Panama, both of Z.H.R. - Industrial Zone, Rosh-Pina 12000 Israel (“OTI”)

And

The Ministry of Public Security of the Republic of Panama

of ________________________(the “STATE”)

Now Therefore the parties have agreed as follows:

Whereas OTI has developed and is the sole owner of certain proprietary technology relating in particular to contactless smart cards, contacless smart card based products and cotnactless smart card readers; and

Whereas both parties wish to exchange certain confidential information for the purpose of establishing a business relationship between the parties ("the purpose");

1. In this Agreement:

1.1 the term “Discloser” means a party to this Agreement disclosing Confidential Information to the other party.

1.2 The term “Recipient” means a party to this Agreement receiving Confidential Information from the other party.

1.3 The term “OTI’s Technology” means certain proprietary technology relating in particular to contactless smart cards and readers of which OTI is the sole owner includes all derivatives, improvements and enhancements of such technology.

1.4 the term “Confidential Information” means any and all information, including information disclosed orally, relating to the Discloser’s proprietary technology or business made available by the Discloser to the Recipient including, without limitation, information, data, know-how, formulas, concepts, tests, drawings, specifications, applications, designs and trade secrets, past, current and planned development or experimental work, information and data relating to the Discloser’s products, design methodology, engineering and manufacturing processes and related equipment, suppliers, sales, customers, customers lists, current and anticipated customers requirements, market studies, business operations and plans, financial situations, financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, members, employees, training techniques, systems and business structures, and investors and any notes, memoranda, studies, summaries, analyses, compilations or any other writings relating thereto prepared by the Discloser or the Recipient or on such party’s behalf, provided that such information is in writing or other tangible form and is clearly marked as “proprietary” or “confidential” when disclosed to the Recipient; or if such information is not in tangible form, that (i) such information is identified as “proprietary” or “confidential” when disclosed and summarized in a written document which is marked “proprietary” or “confidential” and is delivered to the Recipient within 30 (thirty) days after date of disclosure; or (ii) is deemed “proprietary” or “confidential” if such information is known or reasonably should be known by the Recipient to be “confidential” or “proprietary”. Without derogating from the generality of the above, Confidential Information shall include all information, data and know-how relating to OTI’s Technology or information of third parties as to which OTI has an obligation of confidentiality.

2. Recipient undertakes to maintain as fully confidential:

2.1 all the Discloser’s Confidential Information and not to disclose, divulge or use same, directly or indirectly, save exclusively for the purposes for which it was disclosed to the Recipient.

2.2 the existence of this Agreement, or any details relating to the Discloser, its business or its Confidential Information, or the fact that negotiations or discussions between the parties have taken or are taking place, or the terms and conditions on which any possible arrangements or agreements between the parties may take or might have taken place, unless otherwise agreed in writing between the parties.

3. The restrictions of use and disclosure set forth in this agreement shall not apply to any Confidential Information which Recipient can demonstrate based on reliable evidence:

3.1 was already known to the Recipient at the time such information was received from the Discloser;

3.2 after it is disclosed, became available to the general public, through no breach of a confidentiality undertaking towards the Discloser;

3.3 after it is disclosed, is at any time lawfully obtained by the Recipient from any other person, firm or company having no obligation not to disclose it.

3.4 is independently developed by the Recipient without the benefit of, or reference to, the Discloser’s Confidential Information

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3.5 is required to be disclosed by the Recipient by applicable law, regulation or court order; provided that the Recipient shall first give ten (10) days prior written notice (unless violating a judicial order or law) to the Discloser of the requirement for such disclosure and co-operate through all reasonable and legal means, at the Discloser’s expense, in any attempts by the Discloser to prevent or otherwise restrict disclosure of such Confidential Information. The Recipient shall limit disclosure to the minimum required.

4. In order to secure the confidentiality of the Confidential Information the Recipient shall:

4.1 safeguard the Confidential Information of the Discloser with at least the same degree of care as it uses for its own Confidential Information, and in any event no less than a reasonable degree of care for the relevant type of Confidential Information and without derogating from the generality of the above, shall keep the Confidential Information in a safe and separate place .

4.2 limit access to the Confidential Information only to those of the Recipient’s affiliates and employees to whom disclosure is necessary for the purposes hereof provided that all such affiliates and employees which may have access to the Confidential Information are under a confidentiality undertaking towards the Recipient , to maintain the Confidential Information as fully confidential and not to disclose, divulge or use same, directly or indirectly, but for the purposes of carrying out their duties towards the Recipient. . For avoidance of doubt, the Recipient will assume responsibility for any breach of the terms of this Agreement by any person, including without limitations Recipient’s affiliates and employees.

5. At the Discloser’s request, Recipient shall forthwith return to the Discloser all Confidential Information in written and tangible form which is in Recipient’s or Recipient’s employees’ possession or under their control and not retain any copies of it.

6. The disclosure of Confidential Information or its use hereunder shall not be construed in any way as granting either party any right or license with respect to the Confidential Information (or, in particular, OTI’s Technology) other than the right to use Confidential Information strictly for the Purpose.

7. Each party hereto reserves all rights in any inventions, ideas, patents, copyrights, designs, and any other intellectual property invented or devised by it in relation to Confidential Information of such party.

8. This Agreement shall be valid for a period of five (5) years after the later of the termination of discussions or the business relationship between the parties. A Discloser shall be entitled, in the event of a breach or non compliance by the Recipient with the provisions of Sections 2, 3 or 4 above, to terminate this Agreement with immediate effect, by means of a written notice sent by registered mail to the address stated above or facsimile with notice of proper receipt. Such termination shall be without prejudice to the Discloser’s right to demand from the Recipient indemnification for any damages, including loss of income, incurred to the Discloser due to such breach or non compliance. Any termination of this Agreement shall not derogate from the Recipient’s obligations in terms of Section 2 or 4 above.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written first above.

9. It is agreed that the unauthorized disclosure or use of any Confidential Information, which is a valuable and unique asset to the Discloser, will cause immediate or irreparable injury to the Discloser, and that the Discloser can not be adequately compensated for such injury in monetary damages. Each party therefore acknowledges and agrees that, in such event, the Discloser shall be entitled to any temporary or permanent injunctive relief necessary to prevent such unauthorized disclosure or use, or threat of unauthorized disclosure or use.

10. No party shall be entitled to assign its rights and undertakings hereunder without the other party’s prior written approval.

11. If any condition, term or covenant of this Agreement shall at any time be held to be void, invalid or unenforceable, such condition, covenant or term shall be construed as severable and such holding shall attach only to such condition, covenant or term and shall not in any way affect or render void, invalid or unenforceable any other condition, covenant or term of this Agreement, and this Agreement shall be carried out as if such void, invalid or unenforceable term were not embodied herein.

12. This Agreement shall be governed by the laws of the State of N.Y. State, and the competent courts in the City of N.Y,, shall have exclusive jurisdiction in all matters pertaining or relating thereto.

On Track Innovations Ltd. OTI Panama S.A. by:______________ title: _____________

The State

by: ___________________

title: __________________

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APPENDIX K: GUARANTIES

PERFORMANCE GUARANTEE

CONTRACTING STATE ENTITY: THE MINISTRY OF PUBLIC SECURITY OF PANAMA /

This document certifies that SEGUROS CONSTITUCION S.A. (CONSTITUTION INSURANCE S.A.), hereinafter referred to as “The GUARANTOR”, hereby guarantee by this instrument to the “CONTRACTING STATE ENTITY” indicated above and the GENERAL COMPTROLLER OF THE REPUBLIC, hereinafter referred to as THE OFFICIAL ENTITY”, the obligation to faithfully execute the aforesaid CONTRACT and once completed it, to correct defects that might arise.

VALIDITY: Correspond to the period of execution of the main contract, plus a term of one (1) year, in the case of movables, to answer for crippling vices, such as labor, material defect or other defect or defect in the thing in the contract, except consumable property with no special regulations, the terms of coverage will be six (6) months, and for a term of three (3) years, to account for reconstruction or construction defects of the work or real estate. Expiring these terms and having no responsibility, this guarantee will be cancel . In case of a work delivered substantially implemented, the performance bond to answer for crippling vices and defects of construction or reconstruction, shall take effect from receipt of the substance of the work used and occupied by the State and to the rest of the work, from final acceptance certificate.

PURPOSE: This guarantee guaranties the fulfillment of the contract or obligation to faithfully execute its object and once completed correct defects that might arise.

BREACH: the OFFICIAL ENTITY shall notify in writing to the GUARANTOR and the CONTRACTOR, within thirty (30) working days from the date it became aware of some of the factors which may lead to termination of the contract or that has been given grounds to initiate investigative actions for the same purpose, whichever comes first,

THE GUARANTOR shall be dischargedability under this guarantee if when any breach is produced by the CONTRACTOR, THE OFFICIAL ENTITY shall not claimed of non-compliance to the GURANTOR within thirty (30) business days following the date learned of the breach, at its headquarters, giving a written notice of the main facts claimed. The notification to the GUARANTOR shall be made in writing.

Such breach will occur with the issuance of a resolution to administratively terminate the contract. THE GUARANTOR shall have a term of thirty (30) calendar days after notification of breach to exercise the option to pay the amount of this guarantee, or to replace the contractor in all its rights and obligations, provided that anyone who intends to continue on behalf of the GUARANTOR, at its risk and expense, should have technical and financial capacity, according to the OFFICIAL ENTITY.

GUARANTEE No.: _________________

CONTRACTOR: OTI PANAMA S.A. MAXIMUM LIMIT OF LIABILITY: B/. 699,780

GENERAL CONTROLERSHIP OF THE REPUBLIC TO GUARANTEE THE EXECUTION OF THE OBJECT OF THE CONTRACT: For the provision, integration and maintenance services of a Solution for the Issuance of Electronic Biometric Visas and a Electronic Control

Border System for the Republic of Panama under the module of a “Turn-Key” Project, hereinafter referred to as the “CONTRACT”

VALIDITY: XXX days from the date specified in the following cases: Order to Proceed, endorsement, or fulfilled the conditions stated in the contract.

LEGAL ACTIONS: Any claim under this guarantee shall be made by the OFFICIAL ENTITY to the GUARANTOR. For purposes of representation it is understood that the General Comptroller of the Republic is part of the OFFICIAL ENTITY.

Any legal action, either judicial or out of Court, that should be initiated by the OFFICIAL ENTITY should be brought jointly against the CONTRACTOR together with the GUARANTOR and any such petition shall apply in all cases for the condemnation of the CONTRACTOR and the GURANTOR.

REPLACEMENT OF THE CONTRACTOR: GUARANTOR has the right within the thirty (30) calendar days after the notice of breach included in the Administrative Resolution of the Contract or Purchase Order, to pay the amount of this guarantee, or to replace the contractor CONTRACTOR from all its rights and obligations under the CONTRACT, provided that anyone who intends to continue it, at the risk and expense of the GUARANTOR, has technical and financial capacity, according to the contracting public entity.

SUBROGATION: If the GUARANTOR shall give effect to the obligations assumed herein by it under this guarantee, whether by the payment of monetary damages or by performing the duties guaranteed, it shall subrogate the CONTRACTOR all rights and obligations thereto

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CONTRACT, including all values and allowances, deferred payments, retained percentages and credits that the OFFICIAL ENTITY due payments to the CONTRACTOR at the time of the breach or that should be paid to it later, under the terms of the CONTRACT. Consequently, from time the OFFICIAL ENTITY presents a claim to the GUARANTOR, any payment of money that derived from the CONTRACT shall not come into effect and the OFFICIAL ENTITY shall cease all payments to the CONTRACTOR, creditors or transferees, which from that time and after shall be exclusively used by the GUARANTOR. Similarly, the GUARANTOR shall subrogate to itself any rights and actions that the OFFICIAL ENTITY has against the CONTRACTOR.

SUBORDINATION: The GUARANTOR shall be required to comply with all obligations it undertook under this guarantee, provided that the CONTRACTOR is obliged to fulfill them under the CONTRACT.

EXTENSION OR MODIFICATION: The OFFICIAL ENITY shall notify the GUARANTOR of the extensions, additions or modifications to contracts or purchase orders. The GUARANTOR will express its consent by issuing a respective endorsement. Otherwise, the CONTRACTOR shall furnish a surety that guaranties such extension or modification of the contract.

EXTENSION FOR SUBSTITUTION OF THE CONTRACTOR: Where the GUARANTOR assumed through a suitable person for this effect the execution of the works, it shall be entitled to agree to any extension of the agreed term, including without limiting the generality of the foregoing, relating delays due by force majeure or fortuitous events. For this purpose, shall be take into account the reasonable delay resulting from the replacement of the CONTRACTOR.

IN WITNESS WHEREOF, this Agreement is signed in Panama City, Panama, ____ (__) June two thousand and eleven (2011).

FOR THE GUARANTOR FOR THE CONTRACTOR

___________________________ __________________________________ SEGUROS CONSTITUCION S.A. OTI PANAMA S.A.

(Text approved by the Comptroller General of the Republic in accordance with Decree No. 317 Leg of December 12, 2006).

GUARANTEE No.: _________________

CONTRACTOR: OTI PANAMA S.A. MAXIMUM LIMIT OF LIABILITY: B/. 699,780

CONTRACTING STATE ENTITY: THE MINISTRY OF PUBLIC SECURITY OF PANAMA / GENERAL CONTROLERSHIP OF THE REPUBLIC

TO GUARANTEE THE EXECUTION OF THE OBJECT OF THE CONTRACT: For the provision, integration and maintenance services of a Solution for the Issuance of Electronic Biometric Visas and a Electronic Control

Border System for the Republic of Panama under the module of a “Turn-Key” Project, hereinafter referred to as the “CONTRACT”

VALIDITY: XXX days from the date specified in the following cases: Order to Proceed, endorsement, or fulfilled the conditions stated in the contract.

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APPENDIX K: GUARANTIES

ADVANCE PAYMENT GUARANTEE

CONTRATING STATE ENTITY: THE MINISTRY OF PUBLIC SECURITY OF PANAMA /

GENERAL CONTROLERSHIP OF THE REPUBLIC

This document certifies that SEGUROS CONSTITUCION S.A. (CONSTITUTION INSURANCE S.A.), hereinafter referred to as “The GUARANTOR”, hereby guarantee by this instrument the the “CONTRACTING STATE ENTITY” indicated above and the GENERAL COMPTROLLER OF THE REPUBLIC, hereinafter referred to as THE OFFICIAL ENTITY”, the refund of the advanced payment amount paid to the CONTRACTOR, subject to the conditions of the MAIN CONTRACT, provided that the said advance payment amount is used by the CONTRACTOR for the proper and required execution of the MAIN CONTRTACT, in accordance with the terms stipulated in the bid specifications MAIN CONTRACT. This guarantee is issued in accordance with the following terms and conditions:

PURPOSE: THE GUARANTOR guarantees to the OFFICIAL ENTITY the reinstatement of the advanced payment amount, whenever such used by the CONTRACTOR for the proper execution of the MAIN CONTRACT. This guarantee shall be valid during the entire period of the execution of the MAIN CONTRACT and for up to an additional term of thirty (30) days after the expiration date, or until you have made the full refund of the advanced payment amount to the OFFICIAL ENTITY, by reason of this guarantee.

DISCLAIMER: GUARANTOR shall be relieved of responsibility by this guarantee if the OFFICAIL ENTITY, either unilaterally or with the consent of the CONTRACTOR, modifies the form of payment of the advance payment amount stipulated in the MAIN CONTRACT without prior written consent of THE GUARANTOR.

BREACH: In case of a founded complaint by the OFFICIAL ENTITY made pursuant to the procedures established by Law 22 of June 27, 2006, after issuance of a resolution which administratively resolves the CONTRACT, the GUARANTOR shall have a term of thirty (30) calendar days after notification of failure to exercise the option to continue the execution of the CONTRACT, using the services of a competent person in the opinion of the OFFICIAL ENTITY for that purpose or pay the OFFICIAL ENTITY the amount of this guarantee,

THE GUARANTOR shall be discharged from liability under this guarantee if when any breach is produced by the CONTRACTOR, THE OFFICIAL ENTITY shall not claimed of non-compliance to the GUARANTOR within thirty (30) business days following the date learned of the breach, at its headquarters, giving a written notice of the main facts claimed, The notification to the GUARANTOR shall be made in writing.

FISCAL AUDIT: The CONTRACTOR is obliged to allocate the advanced payment amount to the execution of the MAIN CONTRACT. Consequently, the GUARANTOR may employ one or more persons of their choice to freely control the proper use by CONTRACTOR of the advanced payment. Also the GUARANTOR shall be entitled to expressly agree with the CONTRACTOR on any system for monitoring or control of the advanced payment amounts made by the OFFICIAL ENTITY.

GUARANTEE No.: _________________ MAIN CONTRACT: Provision, Integration and Maintenance Services of a Solution for the Issuance of Electronic Biometric Visas and a Electronic Control Border

System for the Republic of Panama under the module of a “Turn-Key” Project, hereinafter referred to as the “MAIN CONTRACT”

CONTRACTOR: OTI PANAMA S.A.

DOWN PAYMENT AMOUNT: B/. 3,500,000, which corresponds to the maximum advance payment amount.

TO ENSURE: The refund of the amount of B /. 3,500,000 paid as an advance payment to the CONTRACTOR under the MAIN CONTRACT, indicated above.

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LEGAL REMEDIES: All claims based on this guarantee shall be made by the OFFICIAL ENTITY to the GUARANTOR. For purposes of representation in claims is understood that the General Comptroller of the Republic is part of the OFFICIAL ENTITY.

Any legal action, either judicial or out of Court, that should be initiated by the OFFICIAL ENTITY should be brought jointly against the CONTRACTOR together with the GUARANTOR and any such petition shall apply in all cases for the condemnation of the CONTRACTOR and the GURANTOR.

IN WITNESS WHEREOF, this Agreement is signed in Panama City, Panama, on ___( ) June 2011.

FOR THE GUARANTOR FOR THE CONTRACTOR

______________________________ _____________________________ SEGUROS CONSTITUCION SA OTI PANAMA S.A.

(Text approved by the Comptroller General of the Republic in accordance with Decree No. 317 Leg of December 12, 2006).

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Intellectual Property Agreement

The undersigned: JOSÉ RAUL MULINO, Panamanian male, of legal age, bearer of personal identity card No. 4-132-245, in his capacity as Minister of Public Security, who hereafter will be referred to as “THE STATE”, for one part and for the other, Mrs. JUDY ROBERT, female, an Israeli citizen, of legal age, bearer of Israeli passport no. 10950105, in his capacity as authorized representative of the Company OTI PANAMA S.A. (“OTI”), a Panamanian company, duly registered in the Public Registry of the Republic of Panama, under file No. 732902, Document No. 1956691 hereafter referred to as “THE CONTRACTOR”, agree to enter into this LICENSE AGREEMENT FOR USE OF THE CONTRACTOR’S SOFTWARE, DELIVERY OF SOURCE CODE ON ESCROW AND TERMS AND CONDITIONS FOR USE OF CONTRACTOR’S INTELECTUAL PROPERTY, incorporated in the main Project Agreement for the Provision, Integration and Maintenance Services of a Solution for the Issuance of Electronic Biometric Visas and a Electronic Control Border System for the Republic of Panama under the module of a “Turn-Key” Project, Contract No. DA015, hereafter referred to as the “PROJECT AGREEMENT”, concluded between the parties under the following terms and conditions:

Preamble - Statement of Parties:

ANNEX L – Addendum No.1

1. That on 20 June, 2011, the STATE and the CONTRACTOR signed the Project Agreement No. DA15, whose object requires establishing the terms and conditions under which licenses the use of the CONTRACTOR’s software and it’s intellectual property and the delivery in escrow of the source codes of the customized programs developed by the CONTRACTOR termed as “MAGNA Electronic Biometric Visa and Electronic Control Border Systems” provided to the STATE (hereafter referred to as the “SOFTWARE”), as part of the obligations of the Project Agreement, conditions and terms included in this Addendum No. 1.

2. That this use of the licensing of the Software is granted to the STATE, which in its capacity as licensee will use the Software application managed by the STATE in a centralized Data Based System, allowing the exchange of information between the Central Data Base and the Front-End Terminals at Airports, Ports and/or Embassies all comprising the System, in perpetuity, while using that System. Notwithstanding the foregoing, the holder of licenses on behalf of the STATE, it will be the Ministry of Public Security, or any other entity which will eventually be designated by the Government of the Republic of Panama as responsible for the operation of the system.

3. Using the Software License and the rights to use the CONTRACTOR’s Intellectual Property and the delivery in escrow of the source codes of the customized programs developed or coded by the CONTRACTOR for software components in the System, are provided as part of the price agreed in the Project Agreement, so the STATE is not required to pay additional royalty or in respect of such rights.

THEREFORE THE PARTIES AGREE AS FOLLOWS:

FIRST: The Software License awarded to the STATE, extends to all modifications, changes and improvements to be introduced to the Software as a result of adjustments or changes made by the CONTRACTOR in the term of the Project Agreement, making extensible license, with the same rights and obligations of the initial license, all changes, improvements, developments or deliverables made by the CONTRACTOR according to the Project Agreement.

SECOND: Once the term of the Project Agreement has ended, the CONTRACTOR agree to provide additional support and maintenance services for the licensed Software in this document, if so requested by the STATE, provided a proper Maintenance and Support Services Agreement will be reached by the parties.

THIRD: Parties stipulate that the nature of the Software License granted to the STATE is perpetual, nontransferable, nonexclusive and unlimited in the number of users, processes and processors, non-assignable, non for sub-lease, sublicense or copy, encumbrance or sale, in any way that this occurs, free or not, and of any nature to any person or entity, public or private use only in turnover and in the National Territory of the STATE.

FOURTH: The STATE have the right to use the Software or parts of it thereof to be used only in the System provided by the CONTRACTOR to the STATE under the Project Agreement and as expressly stated in this Agreement. Notwistanding the foregoing, the Parties agree that the right to use the Software by the STATE is not limited to specific installation sites, since could be required to modify from time to time the installation location of the licensed programs.

FIFTH: The Source Code of the customize programs developed or coded by the CONTRACTOR for Software components of the MAGNA System (the "Source Code") shall be deposited in escrow of a trustee appointed by the CONTRACTOR ("the Trustee"), according the following provisions:

4. The CONTRACTOR guarantees that the rights granted in this Agreement include the necessary authorizations from the CONTRACTOR and all of its affiliates, freeing the STATE of any claims that may arise due to the exercise of those rights and assuming the damages that might result in regard of such rights, provided the STATE will use such rights as provided in the License subject of this Agreement and subject to the STATE compliance and fulfillment of all its obligations under it.

5. The CONTRACTOR declare to be the sole owner of the Software, whose Intellectual Property rights are duly registered and therefore retains all such rights and in particular the right of marketing and/or license to others, part or all of the Software, excluding those rights on the customize programs developed or coded for Software components in the System, which shall be transferred to the STATE in accordance and subject to the Project Agreement.

6. That the CONTRACTOR expressly reserves the intellectual property on the Software (base), its source programs, as well as the Intellectual Property on its trademarks and Commercial and Industrial Property and the intermediate steps that led to its production, excluding only to customized programs developed or coded for Software components for the System provided to the STATE under the Project Agreement, intellectual property which shall be transferred to the STATE on behalf of the Panamanian State, according the terms and conditions of the Project Agreement.

a) The CONTRACTOR will deposit the Source Code in the Trustees hands immediately after receiving from the STATE all payments according to the Project Agreement.

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SIXTH: The Parties agree that this Agreement is part of the Project Agreement, Contract No. DA015, so the terms and condition agreed thereto shall apply to this Agreement.

IN WITNESS WHEREOF, this Contract is hereby entered into and signed in Panama City, Republic of Panama, on this the ____ day of June, 2011.

FOR THE STATE FOR THE CONTRACTOR

___________________________ __________________________ JOSÉ RAUL MULINO JUDY ROBERT MINISTER OF PUBLIC SECURITY OTI PANAMA S.A.

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b) In any case of termination of the Project Agreement, the Source Code will be returned immediately to and only to the CONTRACTOR’s hands.

c) The CONTRACTOR shall update from time to time the Escrow Deposit with all modifications and changes to the customized Software and, if needed, shall deposit a renewed copy of such source code annually. Source code deposited shall include comments, and all customized Software utilities and other materials necessary for use of such code.

d) Source code shall be released from escrow to the STATE only upon the occurrence of one of the following events:

1. A bankruptcy filing by CONTRACTOR or other proceedings under any bankruptcy or insolvency law, or any dissolution or liquidation proceedings commenced by or against the CONTRACTOR, that are not dismissed after ninety (90) days;

2. CONTRACTOR applies or consents to the appointment of a trustee or a Receiver or makes a general assignment for the benefit of creditors and the STATE failed to receive from such trustee or Receiver or assignee, support and maintenance services for the customized Software.

e) Upon release from escrow (following the fulfillment of the terms and conditions of the escrow agreement signed between the parties), the STATE shall have the right to use, copy, and modify the source code in order to support and expand the customized Software, subject to all license restrictions.

f) The STATE shall have the right (exercisable not more than once per year) to receive a written approval from the Trustee regarding the CONTRACTOR's compliance with its deposit obligations.

g) Subject to the terms and conditions stipulated hereto, the ownership and use of the source code of the customized Software and related intellectual property to it will be of the STATE, subject to its exclusive use, so the CONTRACTOR shall not be entitled to sell the source code of customized Software to any third party.

EXHIBIT 8.1

List of Subsidiaries

Subsidiary Name Jurisdiction of Incorporation 1. Easy Park Ltd

Israel

2. Easy Park Israel Ltd.

Israel

3. Soft Chip Technologies (3000) Ltd. Israel

4. Soft Chip Israel Ltd.

Israel

5. OTI America, Inc.

Delaware, United States of America

6. InSeal SAS

France

7. OTI Africa (Pty) Ltd.

South Africa

8. ASEC Spolka Akcyjna

Poland

9. Millennium Cards Technology Limited

Hong Kong, China

10. OTI Panama S.A.

Panama

11. InterCard Systemelectronic GmbH Germany

12. PARX Ltd.

Israel

13. PARX France

France

14. Digoti Ltd. Israel

15. Otignia LLP. 16. OTI Tanzania, Ltd. 17. CPI Ltd.

Israel Tanzania Israel

EXHIBIT 12.1

CERTIFICATION I, Ofer Tziperman, certify that:


1. I have reviewed this annual report on Form 20-F of On Track Innovations Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

By: /s/ Ofer Tziperman

Ofer Tziperman Chief Executive Officer of the Company

EXHIBIT 12.2

CERTIFICATION I, Tanir Horn, certify that:


1. I have reviewed this annual report on Form 20-F of On Track Innovations Ltd.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4. The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5. The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s Board of Directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

By: /s/ Tanir Horn

Tanir Horn Chief Financial Officer of the Company

EXHIBIT 13.1

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Ofer Tziperman, as Chief Executive Officer of On Track Innovations Ltd. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying annual report on Form 20-F for the year ended December 31, 2012 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 30, 2013 By: /s/ Ofer Tziperman

Ofer Tziperman Chief Executive Officer of the Company

EXHIBIT 13.2

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Tanir Horn, as Chief Financial Officer of On Track Innovations Ltd. (the “Company”), certify, pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the accompanying annual report on Form 20-F for the year ended December 31, 2012 as filed with the U.S. Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 30, 2013 By: /s/ Tanir Horn

Tanir Horn Chief Financial Officer of the Company

EXHIBIT 15

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors On Track Innovations Ltd.: We consent to the incorporation by reference in the registration statements on Form F-3 (No. 333-111770, No. 333-115953, No. 333-121316, No. 333-127615, No. 333-130324, No. 333-135742, No. 333-142320, No. 333-153667 and No. 333-171507) and in the registration statements on Form S-8 (No. 333-101491, No. 333-116429, No. 333-128106, No. 333-140786 No. 333-149034 No. 333-149575, No. 333-173075, and No. 333-179306) of On Track Innovations Ltd. of our report dated April 30, 2013, with respect to the consolidated balance sheets of On Track Innovations Ltd. and its subsidiaries as of December 31, 2012 and 2011 and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2012, which report appears in the December 31, 2012 annual report on Form 20-F of On Track Innovations Ltd. /s/ Somekh Chaikin Certified Public Accountants (Isr.) A Member Firm of KPMG International Tel Aviv, Israel April 30, 2013