Form SC 13D/A RR Media Ltd. Filed by: Del-Ta Engineering Equipment Ltd.

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/25/2024

1. META
2. CMG
3. LRCX
4. IBM
5. SPY

6. HCP
7. BSX
8. PI
9. NOW
10. BA

Top News Most Read Special Reports

May 24, 2016 12:22 PM EDT

E-mail

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

RR Media Ltd.

(Name of Issuer)

Ordinary Shares, nominal value NIS 0.10 per share

(Title of Class of Securities)

M8183P102

(CUSIP Number)

Roni Oren

Rapac Communication & Infrastructure Ltd.

Intergamma Building

P.O. Box 3805

Kfar Neter 40593, Israel

Tel: 972-3-697-9700

Fax: 972-3-697-9701

with a copy to:

Dr. Shachar Hadar, Adv.

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

One Azrieli Center

Tel Aviv 67021, Israel

Attn: Shachar Hadar, Adv.

972-3-607-4444

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

February 25, 2016

(Date of Event which Requires Filing of this Statement)

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

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

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

CUSIP No.: M8183P102

SCHEDULE 13D

Page 2 of 13 Pages

1	NAME OF REPORTING PERSONS. Del-Ta Engineering Equipment Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER ---
		8	SHARED VOTING POWER 10,878,547 (1)
		9	SOLE DISPOSITIVE POWER ---
		10	SHARED DISPOSITIVE POWER 5,098,792
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 10,878,547 (1)
12	CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.51% (2)
14	TYPE OF REPORTING PERSON CO

(1)

Includes 5,779,755 Ordinary Shares beneficially owned by Viola A.V. RRsat’s (based on Viola A.V. RRsat’s Schedule 13-D/A No.4 as filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 11, 2016). See Item 4 for a description of the arrangements pursuant to which voting or dispositive power (as appropriate) is shared and Item 5 for a description of the shares comprising this total share amount.

(2)

Based on a total of 17,401,131 Ordinary Shares of RR Media Ltd. outstanding as of March 10, 2016 (based on RR Media Ltd.’s annual report on Form 20-F for the year ended December 31, 2015, as filed with the SEC on March 21, 2016).

CUSIP No.: M8183P102

SCHEDULE 13D

Page 3 of 13 Pages

1	NAME OF REPORTING PERSONS. Rapac Communication & Infrastructure Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER ---
		8	SHARED VOTING POWER 11,720,122 (1)
		9	SOLE DISPOSITIVE POWER ---
		10	SHARED DISPOSITIVE POWER 5,940,367
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,720,122 (1)
12	CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.4% (2)
14	TYPE OF REPORTING PERSON CO

(1)

Includes 5,779,755 Ordinary Shares beneficially owned by Viola A.V. RRsat’s (based on Viola A.V. RRsat’s Schedule 13-D/A No.4 as filed with the SEC on April 11, 2016). See Item 4 for a description of the arrangements pursuant to which voting or dispositive power (as appropriate) is shared and Item 5 for a description of the shares comprising this total share amount.

(2)

CUSIP No.: M8183P102

SCHEDULE 13D

Page 4 of 13 Pages

1	NAME OF REPORTING PERSONS. Inter-Gamma Investment Company Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER ---
		8	SHARED VOTING POWER 11,720,122 (1)
		9	SOLE DISPOSITIVE POWER ---
		10	SHARED DISPOSITIVE POWER 5,940,367
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,720,122 (1)
12	CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.4% (2)
14	TYPE OF REPORTING PERSON CO

(1)

(2)

CUSIP No.: M8183P102

SCHEDULE 13D

Page 5 of 13 Pages

1	NAME OF REPORTING PERSONS. Tanhum Oren
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Israel
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER ---
		8	SHARED VOTING POWER 11,720,122 (1)
		9	SOLE DISPOSITIVE POWER ---
		10	SHARED DISPOSITIVE POWER 5,940,367
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,720,122 (1)
12	CHECK IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 67.4% (2)
14	TYPE OF REPORTING PERSON CO

(1)

(2)

The undersigned, Del-Ta Engineering Equipment Ltd. (“Del-Ta Engineering”), Rapac Communication & Infrastructure Ltd. (“Rapac”), Inter-Gamma Investment Company Ltd. (“Inter-Gamma”) and Tanhum Oren (collectively, the “Reporting Persons”), hereby file this Amendment No. 4 to Schedule 13D (the "Amendment"), which amends the Schedule 13D filed by the Reporting Persons on April 29, 2013, with respect to the Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”), of RR Media Ltd. (formally RRsat Global Communications Network Ltd.), an Israeli company (“RR Media”), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on May 13, 2013, Amendment No. 2 to Schedule 13D filed by the Reporting Persons on September 25, 2013, and Amendment No. 3 Filed by the Reporting Persons on December 5, 2013. The Amendment amends and restates Items 1 through 7 of the Schedule 13D, as amended.

This Amendment No. 4 is being filed by the Reporting Persons to report, in addition to ongoing updates, the entry into a voting agreement, dated as of February 25, 2016, by and between each of Rapac and Del-Ta Engineering and SES Astra Services Europe SA (each a “SES Voting Agreement” and collectively, the “SES Voting Agreements”), with respect to all Ordinary Shares that are held by, or that may be acquired after execution of the SES Voting Agreements by, each of Rapac and Del-Ta Engineering (collectively, the “Subject Shares”), as described under Item 4. The entry by each of Rapac and Del-Ta Engineering into the SES Voting Agreement did not change the Reporting Persons’ percentage beneficial ownership of Ordinary Shares.

Item 1.

Security and Issuer

This statement on Schedule 13D relates to the Ordinary Shares, par value NIS 0.01 per share, of RR Media Ltd., an Israeli company. The principal executive office of RR Media is located at RR Media Building, Hanegev Street, POB 1056, Airport City 70100, Israel.

Item 2.

Identity and Background

(a)-(c) Del-Ta Engineering is an Israeli company. Del-Ta Engineering is a holding company principally engaged in the communications and the defense sectors. The address of its principal office and principal place of business is P.O. Box 3805, Intergamma Building, Kfar Neter 40593, Israel. As of the date of this schedule, the name, business address, principal occupation and citizenship of each of its directors and executive officers is set forth in Exhibit 1 hereto and is incorporated herein by reference.

Rapac is an Israeli company. Rapac is a holding company principally engaged in communications and infrastructure. The address of its principal office and principal place of business is P.O. Box 3805, Intergamma Building, Kfar Neter 40593, Israel. Rapac is publicly traded on the Tel Aviv Stock Exchange and, as of the date of this schedule, owns 100% of the shares of Del-Ta Engineering. As of the date of this schedule, the name, business address, principal occupation and citizenship of each of its directors and executive officers is set forth in Exhibit 2 hereto and is incorporated herein by reference.

Inter-Gamma is an Israeli company. Inter-Gamma is a holding company principally engaged in four sectors: communications and infrastructure, technology, imaging and real estate. The address of its principal office and principal place of business is 16 Abba Even Blvd., Herzliya 46103, Israel. Inter-Gamma is publicly traded on the Tel Aviv Stock Exchange and, as of the date of this schedule, owns 56.9% of the voting shares of Rapac. As of the date of this schedule, the name, business address, principal occupation and citizenship of each of its directors and executive officers is set forth in Exhibit 3 hereto and is incorporated herein by reference.

Tanhum Oren is the principal shareholder of Inter-Gamma and the hairman of the board of directors of Inter-Gamma, the chairman of the board of directors of O.R.T. Technologies Ltd.,a director of Rapac, a director of Orpak Systems Ltd. and other companies in the Inter-Gamma group. As of the date of this schedule, Mr. Oren owns 89.57% of the shares of Inter-Gamma. The address of his principal office and principal place of business is 16 Abba Even Blvd., Herzliya 46103, Israel.

(d)-(e) During the last five years, none of the Reporting Persons (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

During the last five years, to the best of Del-Ta Engineering’s knowledge, none of the persons listed in Exhibit 1 (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

During the last five years, to the best of Rapac’s knowledge, none of the persons listed in Exhibit 2 (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

During the last five years, to the best of Inter-Gamma’s knowledge, none of the persons listed in Exhibit 3 (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

(f) Tanhum Oren is an Israeli citizen. The citizenship of each of the individuals listed in Exhibits 1, 2, 3 and 4 is set forth in such Exhibits and is incorporated herein by reference.

The Reporting Persons have entered into a Joint Filing Agreement, dated as of April 29, 2013, a copy of which is attached hereto as Exhibit 4.

Item 3.

Source and Amount of Funds or Other Consideration

The Ordinary Shares were acquired with the working capital of Del-Ta Engineering and Rapac, as applicable.

Item 4.

Purpose of Transaction

Del-Ta-Viola Shareholders Agreement

On April 17, 2013, Del-Ta Engineering and Viola P.E. GP Ltd. (or its designee) (“Viola”) entered into a shareholders agreement (the “Del-Ta-Viola Shareholders Agreement”) relating to their holdings in RR Media. The key terms of the Del-Ta-Viola Shareholders Agreement are as follows:

RR Media Board Designation – The parties agreed that each party thereto shall designate four directors to RR Media’s board of directors, one external director, and jointly agree on the identity of a third unaffiliated director, and vote their Ordinary Shares (including Ordinary Shares for which each party holds voting power) in favor of such designated nominees. The right of a party to the Del-Ta-Viola Shareholders Agreement to designate directors shall be reduced from four directors to two directors if such shareholder holds voting power for less than 3,469,312 Ordinary Shares and more than 1,734,656 Ordinary Shares.

Appointment of Chairman – The parties agreed that the Chairman of RR Media’s board of directors will be elected out of the designated directors of the party holding a greater portion of RR Media's voting power, which initially was Del-Ta Engineering. Viola shall obtain such appointment right if its voting power of RR Media’s exceeds Del-Ta Engineering’s voting power by at least 4%.

Dividend Policy – The parties agreed that, subject to discretion of RR Media’s board of directors from time to time and to the extent permitted by applicable law, RR Media shall distribute to its shareholders, after the end of each calendar quarter, 50% of the net profit recorded in RR Media’s quarterly financial statements.

Allocation of Sales under Rule 144 and Registration Rights – The parties agreed on a mechanism for allocating the amount of Ordinary Shares permitted to be sold under the safe harbor of Rule 144 under the Securities Act of 1933, as amended from time to time, and that the outstanding Registration Statement on Form F-3 shall be supplemented to include Viola as a selling shareholder, including in any new registration statement replacing the existing outstanding Registration Statement on Form F-3.

Participation in Purchases – Each party shall have the right to participate in 50% of any future purchase of Ordinary Shares by the other party, other than purchases (i) purchases from specified permitted transferees or (ii) limited purchases of Ordinary Shares on the market up to 4% of RR Media's issued and outstanding capital in the aggregate within any period of 12 months.

Term and Termination – Each party may terminate the Del-Ta-Viola Shareholders Agreement if the other party holds less than 10% of the voting power of RR Media.

The foregoing summary of the Del-Ta-Viola Shareholders Agreement is qualified in its entirety by reference to the full text of such agreement included as Exhibit 5 hereto and is incorporated herein by reference.

Pledge of Ordinary Shares

As of January 31, 2016, the following shares beneficially owned by the Reporting Persons are pledged as follows:

2,847,564 Ordinary Shares beneficially owned by Del-Ta Engineering are pledged in favor of Strauss Lazer Trust Company (1992) Ltd. for the benefit of the holders of outstanding bonds of Rapac, to secure Rapac’s obligations pursuant to the bonds.

1,800,000 Ordinary Shares beneficially owned by Del-Ta Engineering are pledged in favor of Bank Igud of Israel Ltd. to secure outstanding loans of Rapac and its subsidiaries.

552,134 Ordinary Shares beneficially owned by Rapac are pledged in favor of Strauss Lazer Trust Company (1992) Ltd. for the benefit of the holders of outstanding bonds of Rapac to secure Rapac’s obligations pursuant to the bonds.

No voting or dispositive power is granted to any of the pledgees before default under the pledge agreements.

SES Voting Agreements

On February 25, 2016, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Issuer, SES Astra Services Europe SA, a Luxembourg corporation (“Parent”), Newbusinessco Ltd., a company organized under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and SES S.A., a Luxembourg company, pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the “Merger”). Each outstanding Ordinary Share of the Issuer held by the Issuer’s existing shareholders as of the effective time of the Merger will be automatically converted into and represent the right to receive $13.291 in cash (the “Merger Consideration”). Each outstanding option, whether vested or unvested, to acquire one Ordinary Share will be cancelled and the holder thereof will be entitled to receive the excess (if any) of the Merger Consideration over the exercise price thereof (subject to certain other provisions). Each outstanding restricted stock unit, or RSU, will be substituted for the right to receive the product of the Merger Consideration and the total number of shares subject to such RSU (subject to certain other provisions). In connection with the Merger Agreement, each of Rapac and Del-Ta Engineering entered into a SES Voting Agreement with Parent in order to induce Parent to enter into the Merger Agreement and consummate the Merger. In addition, and separately from Rapac and Del-Ta Engineering, Viola A.V. RRsat, another shareholder of the Issuer, entered into voting agreement with Parent on terms and conditions similar to those of the SES Voting Agreements.

The SES Voting Agreements require each of Rapac and Del-Ta Engineering, among others, to (a) attend meetings of the shareholders of the Issuer or otherwise cause the Subject Shares (as defined in the SES Voting Agreement) to be counted as present at meetings for purposes of calculating a quorum, and (b) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, the Subject Shares (i) in favor of the approval and adoption of the Merger, the Merger Agreement and any related proposal in furtherance thereof, (ii) against any action or agreement that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of each of Rapac and Del-Ta Engineering contained in the SES Voting Agreements, and (iii) against any Acquisition Proposal (as defined in the Merger Agreement) and against any other action, agreement or transaction that could impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the SES Voting Agreements or the performance by the Issuer of its obligations under the Merger Agreement or by each of Rapac and Del-Ta Engineering of its obligations under the SES Voting Agreements.

The SES Voting Agreements will terminate upon the earliest to occur of (i) the termination of the Merger Agreement (for any reason) in accordance with its terms, (ii) the Closing Date (as defined in the Merger Agreement) and (iii) the delivery of written notice by Parent to each of Rapac and Del-Ta Engineering of termination of the SES Voting Agreements. In addition, in the event the Merger Agreement is amended, without the prior written consent of each of Rapac and Del-Ta Engineering, in a manner that affects the economics or material terms of the Merger Agreement in a manner that is materially adverse each of Rapac or Del-Ta Engineering or its shareholders (including, without limitation, with respect to the reduction of the Merger Consideration), then the obligations of each of Rapac and Del-Ta Engineering under the SES Voting Agreements shall be null and void.

The SES Voting Agreements contain additional customary provisions, including: (a) with minor exceptions (which are subject to the fulfillment of certain conditions), a prohibition upon each of Rapac’s and Del-Ta Engineering’s disposition of the Subject Shares to third parties for so long as the SES Voting Agreements are in effect; (b) a prohibition upon each of Rapac’s and Del-Ta Engineering’s solicitation of an Acquisition Proposal or making an Acquisition Proposal; and (c) customary representations and warranties of each of Rapac and Del-Ta Engineering.

Pursuant to the Merger Agreement, upon (and subject to) consummation of the Merger, in favor of which each of Rapac and Del-Ta Engineering has agreed to vote under the SES Voting Agreements, all of the Ordinary Shares held by the Reporting Persons will be automatically converted into and represent the right to receive the Merger Consideration. Upon the consummation of the Merger, the Issuer will be a wholly-owned subsidiary of Parent, and the Ordinary Shares will be (i) de-listed from the NASDAQ Global Select Market, and (ii) eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended.

The Reporting Persons and the other individuals referenced in Item 2 may, until consummation of the Merger, acquire additional Ordinary Shares of the Issuer, either in the open market or in privately negotiated transactions.

The foregoing summary of the SES Voting Agreements qualified in its entirety by reference to the full text of such agreements included as Exhibit 6 and 7 hereto and are incorporated herein by reference.

Share Dividend

On August 25, 2015, Del-Ta Engineering distributed a share dividend to Rapac in the total amount of 590,347 Ordinary Shares (the “Distribution”). The Distribution was taken into account in the calculation of holdings and other information provided herein.

Each of the Reporting Persons intends to continuously review its investment in RR Media, and may in the future determine, either alone or as part of a group (i) to acquire additional securities of RR Media, through open market purchases, private agreements or otherwise, (ii) to dispose of all or a portion of the securities of RR Media owned by it or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) – (j) of Item 4 of Schedule 13D. Notwithstanding anything contained herein, each of the Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, RR Media’s business and prospects, other developments concerning RR Media and its businesses generally, other business opportunities available to the Reporting Persons, developments with respect to the business of the Reporting Persons, changes in law and government regulations, general economic conditions and money and stock market conditions, including the market price of the securities of RR Media.

Except as described in this Amendment, the Reporting Persons have no plans or proposals with respect to RR Media or its securities that relate to, or would result in, any of the transactions described in this Item 4 herein.

Item 5.

Interest in Securities of the Issuer

(a) – (b) The calculations included herein are based on a total of 17,401,131 Ordinary Shares outstanding as of March 10, 2016 (based on the Issuer’s annual report on Form 20-F for the year ended December 31, 2015, as filed with the SEC on March 21, 2016).

Del-Ta Engineering directly beneficially owns 5,098,792 Ordinary Shares, representing approximately 29.3% of the outstanding Ordinary Shares. Del-Ta Engineering disclaims beneficial ownership of the Ordinary Shares beneficially owned directly by the other Reporting Persons.

Del-Ta Engineering may be deemed: (A) to share voting power of 10,878,547 Ordinary Shares (comprised of 5,098,792 Ordinary Shares directly beneficially owned by Del-Ta Engineering and 5,779,755 Ordinary Shares beneficially owned by Viola A.V. RRsat’s (based on Viola A.V. RRsat’s Schedule 13-D/A No.4 as filed with the SEC on April 11, 2016)), representing approximately 62.51% of the outstanding Ordinary Shares, due to the board designation provisions to which such Ordinary Shares are subject in favor of Viola A.V. RRsat under the Del-Ta-Viola Shareholders Agreement; and (B) to share dispositive and voting power of 5,098,792 Ordinary Shares, directly beneficially owned by Del-Ta Engineering, representing approximately 29.3% of the outstanding Ordinary Shares, due to the disposition prohibitions and voting undertakings to which such Ordinary Shares are subject in favor of SES under the SES Voting Agreement (as described in Item 4 herein).

Rapac directly beneficially owns 841,575 Ordinary Shares, representing approximately 4.84% of the outstanding Ordinary Shares. In addition, Rapac beneficially owns 100% of the outstanding shares of Del-Ta Engineering. Rapac may be deemed to have shared dispositive and voting power of 5,940,367 Ordinary Shares, representing approximately 34.13% of the outstanding Ordinary Shares and to share voting power of 11,720,122 Ordinary Shares, representing approximately 67.4% of the outstanding Ordinary Shares as follows: (1) by reason of Rapac’s control over Del-Ta Engineering it may be deemed to: (A) beneficially own, and share the power to vote and dispose of, the 5,098,792 Ordinary Shares directly beneficially owned by Del-Ta Engineering, representing 29.3% of the outstanding Ordinary Shares, and (B) to share voting power of 10,878,547 Ordinary Shares, representing approximately 62.51% of the outstanding Ordinary Shares as described above, and (2) by reason of the SES Voting Agreement (as described in Item 4 herein), Rapac may be deemed to share dispositive and voting power of 841,575 Ordinary Shares, representing approximately 4.84% of the outstanding Ordinary Shares, due to the disposition prohibitions and voting undertakings to which such Ordinary Shares are subject in favor of SES under the SES Voting Agreement.

Inter-Gamma does not directly beneficially own any Ordinary Shares. Inter-Gamma beneficially owns 56.9% of the voting power of Rapac. Inter-Gamma may be deemed to have shares dispositive and voting power of 5,940,367 Ordinary Shares, representing approximately 34.13% of the outstanding Ordinary Shares and to share voting power of 11,720,122 Ordinary Shares, representing approximately 67.4% of the outstanding Ordinary Shares by reason of Inter-Gamma’s control over Rapac.

Tanhum Oren does not directly beneficially own any Ordinary Shares. Mr. Oren beneficially owns (i) 89.57% of the voting power of Inter-Gamma and (ii) 2.33% of the voting power of Rapac. Mr. Oren may be deemed to have shared dispositive and voting power of 5,940,367 Ordinary Shares, representing approximately 34.13% of the outstanding Ordinary Shares and to share voting power of 11,720,122 Ordinary Shares, representing approximately 67.4% of the outstanding Ordinary Shares by reason of Mr. Oren’s control over Inter-Gamma.

Orly Felner-Hayardeny, a director of Rapac, beneficially owns 8,000 Ordinary Shares and has the sole power to vote and dispose of such shares.

Except as set forth herein, the filing of this Amendment shall not be construed as an admission by any of the Reporting Persons that they are, for purposes of Section 13(d) of the Exchange Act or for any other purpose, the beneficial owner of Ordinary Shares beneficially owned directly by any of the other Reporting Persons, and, except as set forth herein, each Reporting Person disclaims such beneficial ownership.

(c) Except as described below, no transactions in the Ordinary Shares have been effected by the Reporting Persons during the past 60 days.

To the best of Del-Ta Engineering’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 1 during the past 60 days.

To the best of Rapac’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 2 during the past 60 days.

To the best of Inter-Gamma’s knowledge, no transactions in the Ordinary Shares have been effected by any of the persons listed in Exhibit 3 during the past 60 days.

(d) Except as set forth in Item 4 above, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.

(e) N/A.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Except as described below, none of the Reporting Persons has any contracts, arrangements, understandings, or relationship (legal or otherwise) with respect to any securities of RR Media.

The foregoing summary of the Del-Ta-Viola Shareholders Agreement set forth in Item 4 above and the full text of such agreement included as Exhibit 5 of this Amendment is incorporated herein by reference.

The foregoing summary of the SES Voting Agreement by and between each of Rapac and Del-Ta Engineering and SES Astra Services Europe SA set forth in Item 4 above and the full text of such agreement included as Exhibits 6 and 7 of this Amendment are incorporated herein by reference.

The foregoing translation to English of the original Hebrew documents of the pledge agreements set forth in Item 4 above and the full text of such agreement included as Exhibit 8 through 12 of this Amendment are incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits

Exhibit 1	Name, business address and principal occupation of each director and executive officer of Del-Ta Engineering (incorporated herein by reference to Exhibit 2 to the Reporting Person’s Schedule 13D, Commission File No. 005-82408, filed on April 29, 2013)

Exhibit 2	Name, business address and principal occupation of each director and executive officer of Rapac +

Exhibit 3	Name, business address and principal occupation of each director and executive officer of Inter-Gamma +

Exhibit 4	Joint Filing Agreement, dated as of April 29, 2013 (incorporated herein by reference to Exhibit 5 to the Reporting Person’s Schedule 13D, Commission File No. 005-82408, filed on April 29, 2013)

Exhibit 5	Shareholders Agreement by and between Del-Ta Engineering Equipment Ltd. and Viola P.E. GP Ltd., dated April 17, 2013 (incorporated herein by reference to Exhibit 6 to the Reporting Person’s Schedule 13D, Commission File No. 005-82408, filed on April 29, 2013)

Exhibit 6	Voting Agreement, dated as of February 25, 2016, by and between Rapac and SES Astra Services Europe SA +

Exhibit 7	Voting Agreement, dated as of February 25, 2016, by and between Del-Ta Engineering and SES Astra Services Europe SA +

Exhibit 8	Third Party Pledge Agreement by and between Rapac and Strauss Lazar Trust Company (1992) Ltd., dated as June 30, 2013 + ∞

Exhibit 9	Pledge Agreement by and between Rapac and Strauss Lazar Trust Company (1992) Ltd., dated as of December 31, 2013+ ∞

Exhibit 10	Pledge Agreement by and between Rapac and Strauss Lazar Trust Company (1992) Ltd., dated as of August 25, 2015 + ∞

Exhibit 11	Pledge Agreement by and between Rapac and Strauss Lazar Trust Company (1992) Ltd., dated as of December 22, 2015+ ∞

Exhibit 12	Third Party Pledge Agreement by and between Rapac and Strauss Lazar Trust Company (1992) Ltd., dated as of December 22, 2015 + ∞

+	Filed herewith
∞	English translation of original Hebrew document

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 9, 2016
	DEL-TA ENGINEERING EQUIPMENT LTD. By: /s/ Roni Oren Roni Oren, Director

	By: /s/ Haim Mazuz Haim Mazuz, Director

	RAPAC COMMUNICATION & INFRASTRUCTURE LTD. By: /s/ Yigal Berman Yigal Berman, Chairman of the Board of Directors

	By: /s/ Roni Oren Roni Oren, Chief Executive Officer

	INTER-GAMMA INVESTMENT COMPANY LTD. By: /s/ Tanhum Oren Tanhum Oren, Chairman of the Board of Directors

	By: /s/ Yigal Berman Yigal Berman, Chief Executive Officer and Chief Financial Officer

	TANHUM OREN /s/ Tanhum Oren Tanhum Oren

Exhibit 2

Directors and Executive Officers of

Rapac as of May 1, 2016

The name, position, principal occupation, business address and citizenship of each director and executive officer is set forth below.

Name (Citizenship)	Position	Principal Occupation	Business Address
Yigal Berman (Israel)	Chairman of the Board of Directors	Chief Executive Officer of Inter-Gamma and director of companies in the Inter-Gamma group	4 Ha’alon Street Kfar Neter 40593, Israel
Tanhum Oren (Israel)*	Director	Director of companies in the Inter-Gamma group	4 Ha’alon Street Kfar Neter 40593, Israel
Amir Makov (Israel)	Director	Director of various companies	4 Ha’alon Street Kfar Neter 40593, Israel
Pnina Tamano Shata (Israel)	Director	Independent counsel	4 Ha’alon Street Kfar Neter 40593, Israel
Orly Felner-Hayardeny (Israel)	Director	Director of various companies	4 Ha’alon Street Kfar Neter 40593, Israel
Roni Oren (Israel)*	Chief Executive Officer	Chief Executive Officer of Rapac and director of companies in the Rapac group	4 Ha’alon Street Kfar Neter 40593, Israel
Haim Mazuz (Israel)	Chief Financial Officer	Chief Financial Officer of Rapac and director of companies in the Rapac group	4 Ha’alon Street Kfar Neter 40593, Israel

* Mr. Tanhum Oren is the father of Mr. Roni Oren.

Exhibit 3

Directors and Executive Officers of

Inter-Gamma as of May 1, 2016

The name, position, principal occupation, business address and citizenship of each director and executive officer is set forth below.

Name (Citizenship)	Position	Principal Occupation	Business Address
Tanhum Oren (Israel)*	Chairman of the Board of Directors	Chairman of the Board of Directors of Inter-Gamma and director of companies in the Inter-Gamma group	16 Abba Even Blvd Herzliya 46103, Israel
Yigal Berman (Israel)	Chief Executive Officer and Chief Financial Officer	Chief Executive Officer and Chief Financial Officer of the Inter-Gamma and director of companies in the Inter-Gamma group	16 Abba Even Blvd Herzliya 46103, Israel
Ruth Oren Homonnai (Israel)*	Internal Legal Counsellor and Company's Secretary	Internal Legal Counsellor and Inter-Gamma's Secretary	16 Abba Even Blvd Herzliya 46103, Israel
Benjamin Lieberman (Israel)	Director	Economist, director of various companies	16 Abba Even Blvd Herzliya 46103, Israel
Dan Haloutz (Israel)	Director	Businessman	16 Abba Even Blvd Herzliya 46103, Israel
Daniel Rosenne (Israel)	Director	Engineer, director of various companies	16 Abba Even Blvd Herzliya 46103, Israel
Miri Lent Sharir (Israel)	Director	director of various companies	16 Abba Even Blvd Herzliya 46103, Israel

* Mr. Tanhum Oren is the father of Ms. Ruth Oren Homonai.

Exhibit 6

VOTING AGREEMENT

VOTING AGREEMENT, dated as of February 25, 2016 (this “Agreement”), by and among SES Astra Services Europe SA, a Luxembourg corporation (“Parent”), and the shareholder of RR Media Ltd. (the “Company”) listed on the signature page hereto (the “Shareholder”).

W I T N E S S E T H:

WHEREAS, Parent, NewBusinessCo Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company are concurrently herewith entering into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”), pursuant to which, among other things, at the Effective Time under the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company and a wholly-owned direct subsidiary of Parent (the “Merger”);

WHEREAS, the Shareholder is the record and beneficial owner of the Existing Shares (as defined below); and

WHEREAS, as a condition and material inducement to Parent’s willingness to enter into the Merger Agreement and to consummate the transactions contemplated thereby, including the Merger, the Shareholder has agreed to enter into this Agreement, pursuant to which the Shareholder is agreeing, among other things, to vote all of its Covered Shares (as defined below) in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I

GENERAL

Section 1.1 Defined Terms. The following capitalized terms, as used in this Agreement, shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Merger Agreement.

(a) “Beneficial Ownership” has the meaning ascribed to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended. The terms “Beneficially Own”, “Beneficially Owned” and “Beneficial Owner” shall each have a correlative meaning.

(b) “Covered Shares” means, the Shareholder’s Existing Shares, together with any Company Shares or other voting share capital of the Company issuable upon the conversion, exercise or exchange of securities that are convertible into or exercisable or exchangeable for Company Shares or other voting share capital of the Company, and any other Company Shares or other voting share capital of the Company, in each case that the Shareholder has or acquires Beneficial Ownership of on or after the date hereof.

(c) “Existing Shares” means the number of Company Shares beneficially owned and owned of record by the Shareholder, as set forth in Schedule A hereto.

(d) “Expiration Date” means any date upon which the Merger Agreement is terminated (for any reason) in accordance with its terms.

(e) “Permitted Transfer” means (A) a Transfer of Covered Shares by the Shareholder to an Affiliate of the Shareholder, provided that, (i) such Affiliate shall remain an Affiliate of the Shareholder at all times following such Transfer, (ii) prior to the effectiveness of such Transfer, such transferee executes and delivers to Parent a written agreement, in form and substance reasonably acceptable to Parent, to assume all of the Shareholder’s obligations hereunder in respect of the securities subject to such Transfer and to be bound by the terms of this Agreement, with respect to the securities subject to such Transfer, to the same extent as the Shareholder is bound hereunder and to make each of the representations and warranties hereunder in respect of the securities transferred as the Shareholder shall have made hereunder, (B) the release of the Covered Shares from any pledge, lien or encumbrance existing on the date hereof, and (C) the pledge, lien or encumbrance of any portion of the Covered Shares so long as such pledge, lien or encumbrance would not prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement.

(f) “Transfer” means, directly or indirectly, to sell, transfer, assign, pledge, encumber, hypothecate, convey any legal or beneficial interest in, or similarly dispose of (by merger (including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by operation of law or otherwise), either voluntarily or involuntarily, or to enter into any contract, option or other arrangement or understanding with respect to the voting of or sale, transfer, assignment, pledge, encumbrance, hypothecation, conveyance of any direct or indirect legal or beneficial interest in, or similar disposition of (by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) the Covered Shares.

ARTICLE II

VOTING

Section 2.1 Agreement to Vote.

(a) The Shareholder hereby irrevocably and unconditionally agrees that during the period beginning on the date hereof and ending on the earliest of (x) the Closing Date, (y) the Expiration Date, or (z) the termination of this Agreement in accordance with its terms (for any reason), at any meeting of the shareholders of the Company, however called, including any adjournment or postponement thereof, and in connection with any action proposed to be taken by written consent of the shareholders of the Company, the Shareholder (solely in its capacity as such) shall, in each case, to the fullest extent that such matters are submitted for the vote or written consent of the shareholders and that the Covered Shares are entitled to vote thereon or consent thereto:

(i) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and

(ii) vote (or cause to be voted), in person or by proxy, or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares as to which the Shareholder controls the right to vote (A) in favor of the approval and adoption of the Merger, the Merger Agreement and any related proposal in furtherance thereof, as reasonably requested by Parent, submitted for the vote or written consent of shareholders of the Company, including, without limiting any of the foregoing obligations, in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held, (B) against any action or agreement submitted for the vote or written consent of shareholders of the Company that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or of the Shareholder contained in this Agreement, and (C) against any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of shareholders of the Company that could impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or this Agreement or the performance by the Company of its obligations under the Merger Agreement or by the Shareholder of its obligations under this Agreement.

(b) Any vote required to be cast or consent required to be executed pursuant to this Section 2.1 shall be cast (or consent shall be given) by the Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining whether a quorum is present.

(c) The obligations of the Shareholder specified in Section 2.1(a) shall apply whether or not the Merger or any action described above is recommended by the Company Board (or any committee thereof), for so long as this Agreement is in force.

Section 2.2 No Inconsistent Agreements. The Shareholder hereby covenants and agrees that, except for this Agreement and except as may be permitted by Section 4.3(b), it (a) has not entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Covered Shares with respect to any of the matters described in Section 2.1(a)(ii) (the “Section 2.1(a) Matters”), (b) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to the Covered Shares with respect to any of the Section 2.1(a) Matters other than as specified in Section 2.1(a)(ii) and Section 4.5 and (c) has not taken and shall not take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing or disabling the Shareholder from performing any of its obligations under this Agreement. The Shareholder hereby represents that all proxies or powers of attorney given by the Shareholder prior to the execution of this Agreement in respect of the voting of the Shareholder’s Covered Shares with respect to the Section 2.1(a) Matters, if any, are not irrevocable and the Shareholder hereby revokes (and shall cause to be revoked) any and all previous proxies or powers of attorney with respect to the Shareholder’s Covered Shares with respect to the Section 2.1(a) Matters.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Shareholder. The Shareholder, as to itself only, hereby represents and warrants to Parent as follows:

(a) Authorization. The Shareholder has the legal capacity, full power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by the Shareholder of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by the Shareholder and no other actions or proceedings on the part of the Shareholder or any manager or partner thereof are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Shareholder and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against it in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(b) Ownership. The Shareholder’s Existing Shares are, and all of the Covered Shares owned by the Shareholder from the date hereof through and on the Closing Date will be, Beneficially Owned and owned of record by the Shareholder. The Shareholder has good and marketable title to the Shareholder’s Existing Shares, free and clear of any Liens (except for such Liens arising under securities laws or for such Liens as would not (i) prohibit, limit or otherwise conflict with the Shareholder’s compliance with its obligations pursuant to this Agreement, or (ii) prevent Parent from owning, at the Effective Time, the Covered Shares free and clear of any Liens). As of the date hereof, the Shareholder’s Existing Shares constitute all of the Company Shares Beneficially Owned or owned of record by the Shareholder. Except for the rights granted to Parent hereby, the Shareholder has and will have at all times through the Closing Date sole voting power to control the vote and consent as contemplated herein, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article II, and sole power to agree to all of the matters set forth in this Agreement, in each case, with respect to all of the Shareholder’s Existing Shares and with respect to all of the Covered Shares owned by the Shareholder at all times through the Closing Date.

(c) No Violation. The execution, delivery and performance of this Agreement by the Shareholder does not and will not (whether with or without notice or lapse of time, or both) (i) violate any provision of the certificate of formation or other comparable governing documents, as applicable, of the Shareholder, (ii) violate, conflict with or result in the breach of any of the terms or conditions of, result in any (or the right to make any) modification of or the cancellation or loss of a benefit under, require any notice, consent or action under, or otherwise give any Person the right to terminate, accelerate obligations under or receive payment or additional rights under, or constitute a default under, any Contract to which the Shareholder is a party or by which it is bound or (iii) violate any Law applicable to the Shareholder or by which any of the Shareholder’s assets or properties is bound, except for any of the foregoing as would not, either individually or in the aggregate, impair the ability of the Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(d) Consents and Approvals. The execution and delivery of this Agreement by the Shareholder does not, and the performance by the Shareholder of its obligations under this Agreement and the consummation by it of the transactions contemplated hereby will not, require the Shareholder to obtain any consent, approval, authorization or permit of, or to make any filing with or notification to, any Governmental Entity, other than the filings of any reports with the SEC and except where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings and notifications, would not, either individually or in the aggregate, prevent or delay the performance by the Shareholder of any of its obligations hereunder.

(e) Absence of Litigation. As of the date hereof, there is no Legal Proceeding pending or, to the knowledge of the Shareholder, threatened against or affecting the Shareholder or any of its Affiliates before or by any Governmental Authority that would reasonably be expected to impair the ability of the Shareholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.

(f) Finder’s Fees. Except as disclosed pursuant to the Merger Agreement, no investment banker, broker, finder or other intermediary is entitled to a fee or commission from Parent, Merger Sub or the Company in respect of this Agreement based upon any arrangement or agreement made by or at the direction of the Shareholder that could result in liability to Parent, Merger Sub, the Company or any of their Affiliates.

(g) Reliance by Parent and Merger Sub. The Shareholder understands and acknowledges that Parent and Merger Sub are entering into the Merger Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties of the Shareholder contained herein. The Shareholder understands and acknowledges that the Merger Agreement governs the terms of the Merger and the other transactions contemplated thereby.

Section 3.2 Representations and Warranties of Parent. Parent hereby represents and warrants to the Shareholder as follows:

(a) Authorization. Parent has the power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Agreement, the performance by it of its obligations hereunder and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by Parent and no other actions or proceedings on the part of Parent are necessary to authorize the execution and delivery by it of this Agreement, the performance by it of its obligations hereunder or the consummation by it of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Parent and, assuming this Agreement constitutes a valid and binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of Parent, enforceable against it in accordance with its terms (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).

(b) No Beneficial Ownership. Parent hereby represents and warrants to the Shareholder that nothing contained in this Agreement has caused or shall cause Parent to acquire Beneficial Ownership of the Covered Shares.

ARTICLE IV

OTHER COVENANTS

Section 4.1 Prohibition on Transfers, Other Actions. During the term of this Agreement, the Shareholder hereby agrees not to (i) Transfer any of the Covered Shares, Beneficial Ownership thereof or any other interest therein (including by tendering into a tender or exchange offer), unless such Transfer is a Permitted Transfer, (ii) enter into any agreement, arrangement or understanding with any Person (other than Parent or Merger Sub), or take any other action, that violates or conflicts with the Shareholder’s representations, warranties, covenants and obligations under this Agreement, or (iii) take any action that would reasonably be expected to restrict or otherwise affect the Shareholder’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement. Any Transfer in violation of this provision shall be void ab initio.

Section 4.2 Share Dividends, etc. In the event of a share split, share dividend or distribution, or any change in the Company Shares by reason of any split-up, reverse share split, recapitalization, combination, reclassification, reincorporation, exchange of shares or the like, the terms “Existing Shares” and “Covered Shares” shall be deemed to refer to and include such shares as well as all such share dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

Section 4.3 No Solicitation.

(a) Except as set forth in this Section 4.3, upon execution of this Agreement the Shareholder hereby agrees that it shall, and shall direct its Representatives, immediately to cease and cause to be terminated all existing discussions and negotiations with any Person conducted heretofore with respect to any Acquisition Proposal or potential Acquisition Proposal. During the term of this Agreement and except as permitted by Section 4.3(b), the Shareholder agrees that it shall not, and it shall not permit or authorize any of its Representatives, directly or indirectly, to (i) solicit, initiate, endorse, encourage or facilitate any inquiry, proposal or offer with respect to, or the making or completion of, any Acquisition Proposal, or any inquiry, proposal or offer that is reasonably likely to lead to any Acquisition Proposal, (ii) enter into, continue or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub or any of their Affiliates or designees) any information or data with respect to, or otherwise cooperate in any way with, any Acquisition Proposal, (iii) cause or permit the Company or any of its Subsidiaries to enter into any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, option agreement, joint venture agreement, partnership agreement or other similar Contract constituting or relating to, or which is intended to or is reasonably likely to lead to, any Acquisition Proposal, or that requires the Company to abandon or terminate the Merger Agreement, (iv) make or participate in, directly or indirectly, a “solicitation” of “proxies” (as such terms are used in the rules of the SEC) or powers of attorney or similar rights to vote, or seek to advise or influence any Person with respect to the voting of, any Company Shares in connection with any vote or other action on any of the Section 2.1(a) Matters, other than to recommend that the shareholders of the Company vote in favor of the adoption of the Merger Agreement and as otherwise expressly provided in this Agreement or otherwise to vote or consent with respect to Covered Shares in a manner that would not violate Section 2.1, or (v) agree to do any of the foregoing.

(b) Notwithstanding anything to the contrary in this Agreement, solely to the extent the Company is permitted to take the actions set forth in Section 5.2(a) of the Merger Agreement with respect to an Acquisition Proposal, the Shareholder and its Representatives will be free to participate in any discussions or negotiations regarding such Acquisition Proposal with the Person making such Acquisition Proposal, provided that (i) the Shareholder has not breached this Section 4.3 and (ii) such action by the Shareholder and its Representatives would be permitted to be taken by the Company pursuant to Section 5.2(a) of the Merger Agreement.

(c) For the avoidance of doubt, nothing in this Section 4.3 shall affect in any way the obligations of any Person (including the Company) under Section 5.2 of the Merger Agreement.

Section 4.4 Notice of Acquisitions; Proposals Regarding Prohibited Transactions. The Shareholder hereby agrees to notify Parent in writing (a) as promptly as practicable (and in any event within two Business Days following such acquisition by the Shareholder) of the number of any additional Company Shares or other securities of the Company of which the Shareholder acquires Beneficial Ownership on or after the date hereof and (b) within 24 hours after receipt of any Acquisition Proposal, and shall disclose the material terms of such Acquisition Proposal.

Section 4.5 Irrevocable Proxy. The Shareholder hereby agrees that concurrently with the execution and delivery of this Agreement and the Merger Agreement and subject to Section 2.1(c), the Shareholder shall execute and deliver to Parent a proxy, irrevocable to the fullest extent permitted by applicable law (prior to the termination of this Agreement in accordance with its terms), in the form attached hereto as Exhibit A solely to vote its, his or her Covered Shares in accordance with Section 2.1 of this Agreement, which proxy shall automatically (with no need for further action) expire upon the expiration or termination of this Agreement in accordance with its terms for any reason (the “Proxy”). The Proxy and the appointment therein shall only enter into effect in the event that by the time that is 48 hours prior to the time of the applicable shareholder meeting, the Shareholder shall not have submitted to the Company a duly signed form of proxy setting forth its vote in accordance with this Agreement.

Section 4.6 Non-Compete; Employee Non-Solicit and No Hire.

(a) In consideration of, among other things, the Merger Consideration set forth in the Merger Agreement, from and after the date hereof until the date that is 30 months following the Closing Date, the Shareholder shall not, and shall cause its Affiliates not, directly or indirectly, in any capacity through any Person (other than the Company) or contractual arrangement, to engage in, manage, control or have any direct or indirect ownership in, any business anywhere in Israel, the United States or any other jurisdiction in which the Company currently operates, that engages in any business that competes with the business of the Company as conducted or contemplated to be conducted on the date hereof; provided, however, that this Section 4.6(a) (i) shall not prevent the Shareholder or its Affiliates from holding or making investments, directly or indirectly, not in excess of 5% of the outstanding securities of any publicly-traded entity and (ii) shall not prevent, or apply to, any business or activity of any portfolio company of the Shareholder and/or its Affiliates.

(b) The Shareholder hereby agrees that from and after the date hereof until the date that is 30 months following the Closing Date, it and its Affiliates (but excluding any portfolio company of the Shareholder and/or its Affiliates) shall not employ or solicit for employment (including as an independent contractor), or otherwise encourage to terminate his or her relationship with the Company or its subsidiaries, any officer or employee of the Company or any of its currently owned subsidiaries, either on its own behalf or on behalf of any other person (including on behalf of any portfolio company); provided, however, that the foregoing provision will not prevent the Shareholder from (i) the placing of general advertisements, (ii) participation at job fairs and recruiting workshops, (iii) the use of general recruiting firms’ services, in each case of clauses (i)-(iii), which are not targeted at any officer or employee of the Company or any of its subsidiaries, or (iv) soliciting or hiring any officer or employee that ceases to be employed by the Company or its subsidiaries, at any time following a 6 month period following the termination of such officer or employee.

Section 4.7 Public Statements. The Shareholder agrees not to issue any public release or make any public announcement concerning the Merger Agreement or the transactions contemplated by the Merger Agreement without the prior written consent of the Company and Parent, except as such release or announcement may be required by applicable Law or the rules or regulations of any applicable securities exchange or regulatory or Governmental Authority to which the Shareholder is subject, in which case the Shareholder required to make the release or announcement shall use commercially reasonable efforts to allow the Company and Parent reasonable time to comment on such release or announcement in advance of such issuance.

Section 4.8 Confidentiality. The Shareholder acknowledges and agrees that until the Closing Date (if any), the terms and conditions of the Non-Disclosure Agreement, dated as of July 7, 2015, between Parent and the Shareholder (the “NDA”), shall continue in full force and effect in accordance with its terms and shall apply to any information obtained by the Shareholder in connection with the Merger Agreement or this Agreement or the transactions contemplated hereby or thereby. Subject to and upon the Closing Date, if any, the NDA shall automatically terminate and be of no force and effect.

Section 4.9 Disclosure. Subject to reasonable prior notice and approval (not to be unreasonably withheld, conditioned or delayed) of the Shareholder, the Shareholder hereby authorizes the Company and Parent to publish and disclose in any announcement or disclosure required by the SEC or the ISA and in the Proxy Statement the Shareholder’s identity and ownership of the Shareholder’s Covered Shares and the nature of the Shareholder’s obligations under this Agreement. Parent hereby authorizes the Shareholder to publish and disclose in any announcement or disclosure to the extent required by the SEC or the ISA Parent’s identity and the nature of the Shareholder’s obligations under this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1 Termination. This Agreement shall remain in effect until the earliest to occur of (i) the Expiration Date, (ii) the Closing Date and (iii) the delivery of written notice by Parent to the Shareholder of termination of this Agreement, and upon the occurrence of the earliest of such events this Agreement shall terminate and be of no further force; provided, however, that the provisions of this Section 5 shall survive any termination of this Agreement. If, at any time after the date hereof, the Merger Agreement is amended, without the prior written consent of the Shareholder, in a manner that affects the economics or material terms of the Merger Agreement in a manner that is materially adverse to the Company or its shareholders (including, without limitation, with respect to the reduction of the Merger Consideration), then the obligations of the Shareholder hereunder shall be null and void. Nothing in this Section 5.1 and no termination of this Agreement shall relieve or otherwise limit any party of liability for willful and material breach of this Agreement. For the avoidance of doubt, in the event the Merger Agreement is terminated prior to the Effective Time, this Agreement and any consent executed pursuant hereto shall be deemed null and void and shall have no further effect.

Section 5.2 Stop Transfer Order. In furtherance of this Agreement, the Shareholder hereby authorizes and instructs the Company to instruct its transfer agent to enter a stop transfer order with respect to all of the Covered Shares held of record by the Shareholder. The Company agrees that as promptly as practicable after the date of this Agreement it shall give such stop transfer instructions to the transfer agent for the Shares. The Company agrees that, (i) if this Agreement is terminated in accordance with Section 5.1, then, promptly following the termination of this Agreement, or (ii) immediately following the Closing (and in any event within such time as would not delay receipt by the Shareholder of the Merger Consideration), the Company will cause any stop transfer instructions imposed pursuant to this Section 5.2 to be lifted.

Section 5.3 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares, except as otherwise provided herein. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Shareholder, and Parent shall have no authority to direct the Shareholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

Section 5.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by e-mail, upon written confirmation of receipt by e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(a) if to Parent to:

SES Astra Services Europe SA

c/o SES S.A.

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of Luxembourg

Attention: General Counsel

E-mail: [email protected]

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Attention: David Wilf

E-mail: [email protected]

and

Herzog, Fox & Neeman

4 Weizmann Street

Tel Aviv 6423904, Israel

Attention: Hanan Haviv, Aviram Hazak

E-mail: [email protected]; [email protected]

(b) if to the Shareholder, to the address set forth on the signature page:

with a copy (which shall not constitute notice) to:

Meitar Liquornik Geva Leshem Tal

16 Abba Hillel Silver Rd.

Ramat Gan 52506, Israel

Attention: Dan Shamgar, Advocate; Talya Gerstler, Advocate

Telephone No: +972-3-6103100

E-mail: [email protected]; [email protected]

Section 5.5 Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive. The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

Section 5.6 Counterparts; Facsimile or .pdf Signatures. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

Section 5.7 Entire Agreement. This Agreement and, to the extent referenced herein, the Merger Agreement and the Proxy, together with the several agreements and other documents and instruments referred to herein or therein or annexed hereto or thereto, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof and thereof.

Section 5.8 Governing Law; Submission to Jurisdiction.

(a) This Agreement and any dispute, controversy or claim arising out of, relating to or in connection with this Agreement, the negotiation, execution, existence, validity, enforceability or performance of this Agreement, or for the breach or alleged breach hereof (whether in contract, in tort or otherwise) shall be governed by and construed and enforced in accordance with the Laws of the State of Israel, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Israel or otherwise) that would cause the application of the Laws of any other jurisdiction.

(b) Each of the parties hereto (i) agrees that any actions or proceedings arising in connection with any dispute, controversy or claim arising under, relating to or in connection with this Agreement (including any dispute or controversy regarding the existence, validity, enforceability or breach of this Agreement), whether in contract, in tort or otherwise, shall be brought, tried and determined only in any court of competent jurisdiction located in Tel Aviv-Jaffa, Israel; (ii) irrevocably and unconditionally consents and submits itself and its properties and assets to the jurisdiction of any court located in Tel Aviv-Jaffa, Israel in the event of any such action or proceeding; (iii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (iv) waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; and (v) agrees that it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than the aforesaid courts. Each of the parties hereto agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

Section 5.9 Specific Performance. The Shareholder hereby acknowledges and agrees that Parent may suffer irreparable damage in the event that any of the obligations of the Shareholder in this Agreement were not performed in accordance with its specific terms or if the Agreement was otherwise breached by the Shareholder and that money damages, even if available, would not be an adequate remedy therefor. Accordingly, the Shareholder agrees that Parent shall be entitled to specific performance, an injunction, restraining order and/or such other equitable relief, in addition to any other rights and remedies existing in its favor at law or in equity, as a court of competent jurisdiction may deem necessary or appropriate to enforce its rights and the Shareholder’s obligations hereunder (without posting of bond or other security). These injunctive remedies are cumulative and in addition to any other rights and remedies Parent may have at law or in equity.

Section 5.10 Amendment; Waiver. This Agreement may be amended, modified or supplemented by a writing executed by each of the parties hereto. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each of the parties in interest at the time of the amendment.

Section 5.11 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

Section 5.12 Assignment; Successors; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by any party without the prior written consent of the other parties, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Section 5.13 Shareholder Capacity. The restrictions and covenants of the Shareholder hereunder shall not be binding, and shall have no effect, in any way with respect to any director or officer of the Company or any of its Subsidiaries in such Person’s capacity as such a director or officer, nor shall any action taken by any such director or officer in his or her capacity as such be deemed a breach by the Shareholder of this Agreement. Nothing herein will be construed to prohibit, limit or restrict any Representative of the Shareholder from exercising his fiduciary duties as an officer or director to the Company or its shareholders.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties have caused to be executed or executed this Agreement as of the date first written above.

SES Astra Services Europe SA:

By: /S/Christophe de Hauwer

Name: Christophe de Hauwer

Title: Director

By: /S/Ferdinand Kayser

Name: Ferdinand Kayser

Title: Director

Signature Page to Voting Agreement

SHAREHOLDER:

Rapac Communications & Infrastructure Ltd.

By: /S/Roni Oren

Name: Roni Oren

Title: Director

Signature Page to Voting Agreement

EXHIBIT A

PROXY

The undersigned hereby appoints Christophe de Hauwer , a Director of SES Astra Services Europe SA (“Parent”) as my proxies and attorneys-in-fact, for and in the name, place and stead of the undersigned, to Vote (as defined below) all Covered Shares (as defined below) of RR Media Ltd., a company organized under the laws of the State of Israel (the “Company”) as follows:

(a) FOR (i) the approval and adoption of the Agreement and Plan of Merger, dated as of February 25, 2016, by and among the Company, Newbusinessco Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and Parent (the “Merger Agreement”), pursuant to which, among other things, at the Effective Time under the Merger Agreement, Merger Sub will merge with an into the Company, with the Company continuing as the Surviving Company and a wholly owned subsidiary of Parent (the “Merger”), and (ii) the approval and adoption of the Merger and all related proposals in furtherance thereof, including in favor of any proposal to adjourn or postpone to a later date any meeting of the shareholders of the Company at which any of the foregoing matters are submitted for consideration and vote of the shareholders of the Company if there are not sufficient votes for approval of such matters on the date on which the meeting is held;

(b) AGAINST any action or agreement submitted for the vote or written consent of shareholders that is in opposition to the Merger or that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company contained in the Merger Agreement, or any obligation or agreement of the undersigned contained in the Voting Agreement (as defined below); and

(c) AGAINST any Acquisition Proposal and against any other action, agreement or transaction submitted for the vote or written consent of shareholders of the Company that could impede, interfere with, delay, postpone, discourage, frustrate the purposes of, adversely affect or prevent the consummation of the Merger or the other transactions contemplated by the Merger Agreement or the Voting Agreement or the performance by the Company of its obligations under the Merger Agreement or by the undersigned of its obligations under the Voting Agreement.

The attorneys and proxies named above may not exercise this Proxy on any other matter except as set forth in (a), (b) and (c) above. For the avoidance of doubt, the attorneys and proxies named above are not exercising their own discretion and are merely following the voting discretion already exercised by the undersigned reflected in the Voting Agreement. The undersigned may Vote the Shares on all other matters.

“Covered Shares” means: (i) all ordinary shares, par value one Israeli Agora (NIS 0.01) per share, of the Company (the “Company Shares”), Beneficially Owned and owned of record by the undersigned as of the date hereof; and (ii) all additional Company Shares or other voting share capital of the Company issuable upon the conversion, exercise or exchange of securities that are convertible into or exchangeable for Company Shares or other voting share capital of the Company, in each case that the undersigned has or acquires Beneficial Ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of on or after the date hereof.

“Vote” means voting in person or by proxy in favor of or against any action, otherwise consenting or withholding consent in respect of any action or taking other action in favor of or against any action. This Proxy applies to any Vote (i) at any meeting of the shareholders of the Company, and any adjournment or postponement thereof, at which the matters described in (a), (b) and (c) above are considered, including the Special Meeting of Shareholders of the Company to be held as soon as practicable after the date hereof or (ii) in connection with any written consent of shareholders of the Company.

This Proxy is coupled with an interest, revokes all prior proxies granted by the undersigned with respect to the matters contemplated by the Voting Agreement, and upon becoming effective in accordance with the terms of the Voting Agreement, dated as of February 25, 2016, by and among Parent, the Company and the undersigned (the “Voting Agreement”), shall be irrevocable and may not be revoked (to the fullest extent permitted by Israeli law) until such time as the Voting Agreement terminates or expires in accordance with its terms for any reason, at which time this Proxy shall automatically expire without the requirement to take any further action. All authority herein conferred shall survive (until such time of termination in accordance with the preceding sentence) the death, incapacity of or the appointment of any liquidator, receiver, trustee, special manager or any other court appointed officer to the undersigned and shall be binding upon the heirs, estate, administrators, receivers, liquidators, trustees, special managers, personal representatives, successors and assigns of the undersigned.

Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms pursuant to the Voting Agreement.

	Signature: By: /S/Roni Oren Name: Roni Oren Title: Director

	Name of Shareholder: RAPAC COMMUNICATIONS & INFRASTRUCTURE LTD.

	Name of Signatory of Shareholder: Roni Oren

	Print Name of Shareholder or Signatory of Shareholder: Roni Oren

	Address:
	4th Ha’alon St. Kfar Netter, IsraeL, 40900

	Dated:
	February 25, 2016

SCHEDULE A

Existing Shares

841,575 ordinary shares of 0.01 NIS par value, out of which, 287,008 ordinary shares, 0.01 NIS par value each, represented by share certificate no. 79, and 554,567 ordinary shares, 0.01 NIS par value each, listed on the NASDAQ.

Out of the foregoing shares listed on NASDAQ, 552,134 ordinary shares, 0.01 NIS par value each, are pledged to the bondholders (Series D) of Rapac Communication & Infrastructure LTD.

Exhibit 7

VOTING AGREEMENT

W I T N E S S E T H:

WHEREAS, the Shareholder is the record and beneficial owner of the Existing Shares (as defined below); and

ARTICLE I

GENERAL

(c) “Existing Shares” means the number of Company Shares beneficially owned and owned of record by the Shareholder, as set forth in Schedule A hereto.

(d) “Expiration Date” means any date upon which the Merger Agreement is terminated (for any reason) in accordance with its terms.

ARTICLE II

VOTING

Section 2.1 Agreement to Vote.

(i) appear at each such meeting or otherwise cause the Covered Shares as to which the Shareholder controls the right to vote to be counted as present thereat for purposes of calculating a quorum; and

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Shareholder. The Shareholder, as to itself only, hereby represents and warrants to Parent as follows:

Section 3.2 Representations and Warranties of Parent. Parent hereby represents and warrants to the Shareholder as follows:

ARTICLE IV

OTHER COVENANTS

Section 4.3 No Solicitation.

(c) For the avoidance of doubt, nothing in this Section 4.3 shall affect in any way the obligations of any Person (including the Company) under Section 5.2 of the Merger Agreement.

Section 4.6 Non-Compete; Employee Non-Solicit and No Hire.

ARTICLE V

MISCELLANEOUS

(a) if to Parent to:

SES Astra Services Europe SA

c/o SES S.A.

Château de Betzdorf

L-6815 Betzdorf

Grand Duchy of Luxembourg

Attention: General Counsel

E-mail: [email protected]

with a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, NY 10166-0193

Attention: David Wilf

E-mail: [email protected]

and

Herzog, Fox & Neeman

4 Weizmann Street

Tel Aviv 6423904, Israel

Attention: Hanan Haviv, Aviram Hazak

E-mail: [email protected]; [email protected]

(b) if to the Shareholder, to the address set forth on the signature page:

with a copy (which shall not constitute notice) to:

Meitar Liquornik Geva Leshem Tal

16 Abba Hillel Silver Rd.

Ramat Gan 52506, Israel

Attention: Dan Shamgar, Advocate; Talya Gerstler, Advocate

Telephone No: +972-3-6103100

E-mail: [email protected]; [email protected]

Section 5.8 Governing Law; Submission to Jurisdiction.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties have caused to be executed or executed this Agreement as of the date first written above.

SES Astra Services Europe SA

By: /S/Christophe de Hauwer

Name: Christophe de Hauwer

Title: Director

By: /S/Ferdinand Kayser

Name: Ferdinand Kayser

Title: Director

Signature Page to Voting Agreement

SHAREHOLDER:

Del-Ta Engineering Equipment Ltd.

By: /S/Roni Oren

Name: Roni Oren

Title: Director

Signature Page to Voting Agreement

EXHIBIT A

PROXY

Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms pursuant to the Voting Agreement.

	Signature: By: /S/Roni Oren Name: Roni Oren Title: Director

	Name of Shareholder: DEL-TA ENGINEERING EQUIPMENT LTD.

	Name of Signatory of Shareholder: Roni Oren

	Print Name of Shareholder or Signatory of Shareholder: Roni Oren

	Address:
	4th Ha’alon St. Kfar Netter, IsraeL, 40900

	Dated:
	February 25, 2016

SCHEDULE A

Existing Shares

5,098,792 ordinary shares, 0.01 NIS par value each, represented by share certificates no. 37 - 40, share certificates no. 66 - 75 and share certificates no. 77 – 78.

Out of the foregoing shares represented by share certificates no. 37 - 40 and share certificates no. 78, 2,847,564 ordinary shares, 0.01 NIS par value each, are pledged to the bondholders (Series D) of Rapac Communication & Infrastructure LTD.

Out of the foregoing shares represented by share certificates no. 67 – 75, 1,800,000 ordinary shares, 0.01 NIS par value each, are pledged to Union Bank of Israel LTD.

Exhibit 8

THIRD PARTY PLEDGE AGREEMENT

[Translation to English of original Hebrew document]

Entered into as of June 30, 2013

WHEREAS:

Rapac Communication and Infrastructures Ltd., (hereinafter: the “Company”) has issued or will issue up to NIS 60,000,000 par value of (Series D Bonds (hereinafter: “the Bonds”) in the framework of a public offering of the Bonds (hereinafter: the “Offering”);

WHEREAS:

The Company is the controlling shareholder and holds 100% of the outstanding share capital of Del-Ta Engineering Equipment Ltd., (hereinafter: “the Pledgor”) and a longstanding business relationship of mutual obligations and rights exists between the parties as a parent company and a subsidiary, in the framework of their activity as constituent parts of a cluster of companies, including the making of investments and the providence of financing and guaranties between those companies;

WHEREAS:

The Pledgor holds 2,785,800 shares of RRsat Global Communications Network Ltd., (corporate number 51-089629-3) (hereinafter: “RRsat”) a company incorporated and registered under the laws of the State of Israel, whose securities are listed for trading on the NASDAQ Global Select marketplace in the United States; and

WHEREAS:

The Pledgor wishes to pledge in favor of Strauss Lazar Trust Company (1992) Ltd., (hereinafter: the “Trustee”), as trustee for the holders of the Bonds (hereinafter: the “Holders”), in the framework of the Pledged Assets (as hereinafter defined), inter alia, part of the RRsat shares that it owns, in order to secure the Company’s obligations towards the Bond Holders, on the terms and dates mentioned in the Company’s amended shelf prospectus and shelf offering statement that will be published by virtue thereof and the bond documents, as appropriate (in this document referred to as: the “Offering Documentation”);

The Pledgor therefore hereby declares, agrees and warrants as follows:

1.	Preamble and definitions

1.1

Unless otherwise stated, the terms herein shall bear the definitions appearing in the Offering Documentation.

1.2

This Pledge Agreement is being made by the Pledgor to secure the Company’s undertakings to pay the principal amounts of the Bonds on the terms and dates set forth in the Offering Documentation.

1.3

For the removal of any doubt it is hereby clarified that the Pledgor may pledge all or part of its other assets, at its discretion, without any restriction, with any degree of priority, including in order to secure its or the Company’s series of bonds, without the need to obtain the Trustee’s or the Holders’ consent.

1.4

The pledge of the Pledged Assets will be removed concurrently with the repayment to the Holders of the entire repayment amount of the Bonds (as described in the Offering Documentation) for the security of which the Pledged Assets have been charged, or prior thereto, in whole or in part, subject to the provisions of Section 6.4.1 or Section 6.4.7, as appropriate, of the Addendum to the Trust Deed of May 28, 2013, that was signed on June 25, 2013. In such case, the Trustee will deliver to the Pledgor letters signed by it addressed to the Israeli Registrar of Companies or any other authority (including the UCC Registry), regarding its consent to remove the liens listed in favor of the Trustee over the Pledged Assets, and will effect all other acts that will be required for the purpose of releasing and removing the pledge over the Pledged Assets.

2.	Nature of this Pledge Agreement

2.1

This Pledge Agreement is being made to secure the full and punctual payment of the repayment amounts that will be due to the Holders from the Company in connection with the Bonds, together with all costs and other payments that are or will become due to the Holders from the Company in accordance and in connection with this Pledge Agreement (all the above sums being hereinafter called: the “Secured Sums”).

2.2

It is agreed between the parties that the pledge over the Pledged Assets (as hereinafter defined) to secure the Secured Sums is being given within the framework of Section 12 of the Pledge Law, 5727-1967 (third party pledge) in a manner whereby the Pledgor shall be treated as a party who has guaranteed the payment of the Secured Sums, but recoupment from the Pledgor may only be made by means of realizing the Pledged Assets (as hereinafter defined) as stated in Section 12 of the Pledge Law, 5727-1967. This principle is basic and fundamental to this Pledge Agreement and overrides any other express or implied provision contained herein, (hereinafter: the “Basic Principle”).

3.	Pledge and charge

3.1

As security for the full and punctual payment of the Secured Sums, the Pledgor hereby charges and pledges in favor of the Trustee by way of a sole first degree fixed charge, 2,785,800 Ordinary Shares, NIS 0.01 par value each of RR Sat Global Communications Network Ltd., (corporate number 510896293), according to the share certificates numbered 0037, 0038, 0039, 0040, a copy of which is attached hereto (in this document referred to as: “the Charged Shares”), including all accretions that will derive from the Charged Shares, and all rights that are or will be vested by virtue or in respect thereof, including bonus shares, preferential rights, rights to receive other securities in respect thereof of any class, as well as all dividends, money or property in specie (hereinafter: the “Accretions”) the Charged Shares and the Accretions to be hereinafter collectively called: the “Pledged Assets”).

3.2

The pledge and charge created under this Pledge Agreement will apply to all rights to indemnity or compensation that will enure to the Pledgor by reason of loss, damage or expropriation of the Pledged Assets.

3.3

All the Pledgor’s rights in the Charged Shares by virtue of any law, bye-laws or agreement, will remain unaffected and will be held by it exclusively, as long as payment of the Bonds has not been accelerated. Without derogating from the generality of the foregoing, as long as payment of the Bonds has not been accelerated, the Pledgor will hold and may effect full use, at its sole determination, of the voting rights in RRSat, rights to receive dividends, rights to acquire securities in connection with a rights offering of RRSat (if any) and anything in addition thereto (hereinafter collectively called: the “Accretions”), provided that the amounts of the dividends in respect of the Charged Shares that will be paid (if any) by RRSat, will be transferred to the Trustee in order to effect payment of the principal and interest that are due to the Holders of the Bonds, provided the additional shares that will be so issued or allotted by virtue of the Charged Shares, will be charged in favor of the Trustee and will constitute part of the “Charged Shares” in all respects.

4.	Pledgor’s declarations

The Pledgor hereby declares that:

4.1

The Pledged Assets are not charged, pledged or any foreclosure in favor of third parties;

4.2

The Pledged Assets are wholly and exclusively in the ownership of the Pledgor;

4.3

There is no restriction or condition by law or agreement applicable to the transfer or charge of the Pledged Assets (it being clarified that RRSat holds various licenses from the Ministry of Communications, to the effect that any sale of the shares of RRSat by its significant shareholders thereof requires the approval of the Ministry of Communications, and therefore, realization of the charge over the Charged Shares for the purpose of their sale will require the approval of the Minister of Communications);

4.4

It is entitled to charge the Pledged Assets;

4.5

No assignment of right in relation to the Pledged Assets has been made.

5.	Pledgor’s undertakings

Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:

5.1

Not to sell, transfer, lease, let or dispose of the Pledged Assets or any part thereof, nor suffer any other party to use the same in any manner whatsoever nor allow any other party to effect any of the above acts, without the prior written consent of the Trustee;

5.2

Notify the Trustee forthwith in the event of the imposition of any attachment over the Pledged Assets, give immediate notice to the attachor of the charge in favor of the Trustee and take at its own expense forthwith and without delay, all measures in order to remove the attachment;

5.3

Not to charge or pledge in any manner whatsoever the Pledged Assets by rights being that are equal, prior or subordinate to the rights of the Trustee nor assign any right that the Pledgor has in the Pledged Assets without receiving the prior written consent of the Trustee;

5.4

In the event of payment of the Bonds being accelerated the Pledgor will, at the Trustee’s request, co-operate with the Trustee to the extent required subject to the Basic Principle, in order to convert the Charged Shares from a share certificate to “electronic shares”, in order to enable the trading thereof on the NASDAQ stock exchange.

6.	Notices to the Holders

The Pledgor’s notices to the Trustee will be served pursuant to that prescribed in the Offering Documentation.

7.	Acceleration

The Trustee or the Holders may accelerate payment of the Secured Sums pursuant and subject to that prescribed in the Offering Documentation.

8.	Actions and proceedings by the Holders

The Trustee may, at any time after the Secured Sums will have been accelerated, take all legal measures that it has available, including legal proceedings, in order to recover the Secured Sums, to realize the Pledged Assets and to protect the rights of the Holders.

9.	Rights of the Trustee

9.1

Without derogating from any other provisions of this Pledge Agreement, no waiver, extension, concession, acquiescence, forbearance to act (hereinafter: “Waiver”) on the part of the Trustee with respect to the non-fulfilment or partial or incorrect fulfilment of any of the Pledgor’s undertakings under this Pledge Agreement will be deemed to be any waiver on the part of the Trustee of any right but as limited consent to the specific instance for which it is given.

9.2

The Trustee may, at any time after the Secured Sums will have been accelerated, realize the Pledged Assets by means of appointing a receiver or receiver and manager or trustee or by means of a special manager who will be appointed by the court or the Execution Office, as appropriate, who shall, amongst his remaining powers, and subject to the provisions of law, be entitled to:

9.2.1

Receive ownership of the Pledged Assets or part thereof;

9.2.2

Sell or agree to sell the Pledged Assets in whole or in part, transfer or otherwise agree to the transfer thereof, on such conditions as he shall deem fit;

9.2.3

Act and do all that is necessary in order to obtain an exemption from payment of any tax, fee, levy, compulsory or other payment now or hereafter applicable and which is or will be imposed by any law and sign all and any declaration or document in connection therewith;

9.2.4

Effect any other arrangement relating to the Pledged Assets or part thereof, as he will deem fit;

9.3

All revenues that will be received by the receiver or the receiver and manager of the Pledged Assets as well as any consideration that will be received by the receiver or the receiver and manager from a sale of the Pledged Assets or part thereof will be attributed in the order of payment prescribed in the Offering Documentation.

10.	Notices and warnings

All notices sent by post by the Trustee to the Pledgor by registered letter according to the address listed above or such other address as will be notified by the Pledgor to the Trustee in writing, will be deemed to be lawful and received by the Pledgor within 72 hours of the time of the dispatch of the letter containing the notice.

11.	Waiver, compromise or modifications to the terms of the Pledge Agreement

11.1

The Trustee may, from time to time, waive any breach or non-performance of any of the terms of this Pledge Agreement by the Pledgor.

11.2

No conduct on the part of any of the parties shall be deemed to be a waiver of any of the rights hereunder or at law, or as a waiver or consent on his/its part to any breach or non-performance of any term, unless the waiver or consent has been made expressly and in writing. Such consent or waiver of any of the parties hereto shall not, in any particular instance, constitute any precedent nor shall any inference be drawn therefrom in any other case.

12.	Substantive law and place of jurisdiction

12.1

This Pledge Agreement will be construed in accordance with and pursuant to the laws of the State of Israel.

12.2

The exclusive place of jurisdiction for the purpose of this Pledge Agreement is hereby set as follows: the competent Court in Tel Aviv – Jaffa.

In witness whereof the Pledgor and the Trustee have set their hands:

(signed)		(signed)
Del Ta Engineering Equipment Ltd.		Strauss Lazar Trust Company (1992) Ltd.

Exhibit 9

PLEDGE AGREEMENT

[Translation to English of original Hebrew document]

Entered into as of December, 31, 2013

WHEREAS:

Rapac Communication and Infrastructures Ltd., (hereinafter: the “Pledgor”) issued NIS 75,598,000 par value of (Series D Bonds (hereinafter: the “Bonds”) in the framework of a public offering of the Bonds (hereinafter: the “Offering”); and

WHEREAS:

The Pledgor holds 251,228 tradable shares of RRsat Global Communications Network Ltd., (corporate number 510896293) (hereinafter: “RRsat”) a company that was incorporated and registered in Israel, whose securities are listed for trading on the NASDAQ Global Select in the United States (hereinafter: “NASDAQ”); and

WHEREAS:

The Pledgor wishes to pledge in favor of Strauss Lazar Trust Company (1992) Ltd., (hereinafter: the “Trustee”), as trustee for the holders of the Bonds (hereinafter: the “Holders”), in the framework of the Pledged Assets (as hereinafter defined), inter alia, part of the RRsat shares that it owns, in order to secure the Company’s obligations towards the Bond Holders, on the terms and dates mentioned in the Company’s amended shelf prospectus and shelf offering statement that will be published by virtue thereof and the Bond documents, as appropriate (in this document referred to as: “the Offering Documentation”);

The Pledgor therefore hereby declares, agrees and warrants as follows:

1.	Preamble and definitions

1.1

Unless otherwise stated, the terms herein shall bear the definitions appearing in the Offering Documentation.

1.2

This Pledge Agreement is being made by the Pledgor to secure the Pledgor’s undertakings to pay the principal amounts of the Bonds on the terms and dates set forth in the Offering Documentation.

1.3

For the removal of any doubt it is hereby clarified that the Pledgor may pledge all or part of its other assets, at its discretion, without any restriction, with any degree of priority, including in order to secure its or the Pledgor’s series of bonds, without the need to obtain the Trustee’s or the Holders’ consent.

1.4

2.	Nature of this Pledge Agreement

2.1

This Pledge Agreement is being made to secure the full and punctual payment of the repayment amounts that will be due to the Holders from the Pledgor in connection with the Bonds, together with all costs and other payments that are or will become due to the Holders from the Pledgor in accordance and in connection with this Pledge Agreement (all the above sums being hereinafter called: the “Secured Sums”).

2.2

3.	Pledge and charge

3.1

As security for the full and punctual payment of the Secured Sums, the Pledgor hereby charges and pledges in favor of the Trustee by way of a sole first degree fixed charge, 251,228 Ordinary Shares, NIS 0.01 par value each, of RRsat Global Communications Network Ltd., (corporate number 510896293), that are listed for trading on the NASDAQ (in this document referred to as: the “Charged Shares”), including all accretions that will derive from the Charged Shares, and all rights that are or will be vested by virtue or in respect thereof, including bonus shares, preferential rights, rights to receive other securities in respect thereof of any class, as well as all dividends, money or property in specie (hereinafter: the “Accretions”) the Charged Shares and the Accretions to be hereinafter collectively called: the “Pledged Assets”).

3.2

3.3

All the Pledgor’s rights in the Charged Shares by virtue of any law, bye-laws or agreement, will remain unaffected and will be held by it exclusively, as long as payment of the Bonds has not been accelerated. Without derogating from the generality of the foregoing, as long as payment of the Bonds has not been accelerated, the Pledgor will hold and may effect full use, at its sole determination, of the voting rights in RRSat, rights to receive dividends, rights to acquire securities in connection with a rights offering of RRsat (if any) and anything in addition thereto (hereinafter collectively called: the “Accretions”), provided that the amounts of the dividends in respect of the Charged Shares that will be paid (if any) by RRsat, will be transferred to the Trustee in order to effect payment of the principal and interest that are due to the Holders of the Bonds, provided the additional shares that will be so issued or allotted by virtue of the Charged Shares, will be charged in favor of the Trustee and will constitute part of the “Charged Shares” in all respects.

4.	Pledgor’s declarations

The Pledgor hereby declares that:

4.1

The Pledged Assets are not charged, pledged or foreclosure in favor of any third parties;

4.2

The Pledged Assets are wholly and exclusively in the ownership of the Pledgor;

4.3

There is no restriction or condition by law or agreement applicable to the transfer or charge of the Pledged Assets (it being clarified that RRsat holds various licenses from the Ministry of Communications, to the effect that any sale of the shares of RRsat by its significant stakeholders thereof requires the approval of the Ministry of Communications, and therefore, realization of the charge over the Charged Shares for the purpose of thier sale will require the approval of the Minister of Communications);

4.4

It is entitled to charge the Pledged Assets;

4.5

No assignment of right in relation to the Pledged Assets has been made.

5.	Pledgor’s undertakings

Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:

5.1

5.2

5.3

6.	Notices to the Holders

The Pledgor’s notices to the Trustee will be served pursuant to that prescribed in the Offering Documentation.

7.	Acceleration

The Trustee or the Holders may accelerate payment of the Secured Sums pursuant and subject to that prescribed in the Offering Documentation.

8.	Actions and proceedings by the Holders

9.	Rights of the Trustee

9.1

9.2

9.2.1

Receive ownership of the Pledged Assets or part thereof;

9.2.2

Sell or agree to sell the Pledged Assets in whole or in part, transfer or otherwise agree to the transfer thereof, on such conditions as he shall deem fit;

9.2.3

9.2.4

Effect any other arrangement relating to the Pledged Assets or part thereof, as he will deem fit;

9.3

10.	Notices and warnings

11.	Waiver, compromise or modifications to the terms of the Pledge Agreement

11.1

The Trustee may, from time to time, waive any breach or non-performance of any of the terms of this Pledge Agreement by the Pledgor.

11.2

12.	Miscellaneous

12.1

The Trustee will sign an irrevocable power of attorney to attend and vote at shareholders’ meeting of RRsat in respect of the Charged Shares.

12.2

In connection with that certain shareholders agreement by and between Del-Ta Engineering and Viola P.E. GP Ltd., described in Section 6.5 of the Pledgor’s shelf prospectus, dated May 30, 2013 (as amended on June 26, 2013), the Trustee acknowledges that if and to the extent the voting rights in respect of the Charged Shares will be transferred to the Trustee before the accelerated payment of the Bonds and appointment of a receiver over the Charged Shares, the Trustee will in such a case proceed pursuant to the provisions of that shareholders agreement, in all matters relating to the voting arrangements according to that shareholders agreement.

13.	Substantive law and place of jurisdiction

13.1

This Pledge Agreement will be construed in accordance with and pursuant to the laws of the State of Israel.

13.2

The exclusive place of jurisdiction for the purpose of this Pledge Agreement is hereby set as follows: the competent Court in Tel Aviv – Jaffa.

In witness whereof the Pledgor and the Trustee have set their hands:

(signed)		(signed)
Strauss Lazar Trust Company (1992) Ltd.		Rapac Communications and Infrastructures Ltd.

State of Israel

Ministry of Justice – Corporations Authority

Service to the Public

12 – 01 -2014

Received

Exhibit 10

PLEDGE AGREEMENT

[Translation to English of original Hebrew document]

Entered into as of August 25, 2015

WHEREAS:

The Pledgor holds 287,008 tradable shares of RR Media Ltd., (corporate number 510896293) (hereinafter: “RR Media”) a company that was incorporated and registered in Israel, whose securities are listed for trading on the NASDAQ stock exchange in the United States (hereinafter: “NASDAQ”); and

WHEREAS:

The Pledgor wishes to pledge in favor of Strauss Lazar Trust Company (1992) Ltd., (hereinafter: the “Trustee”), as trustee for the holders of the Bonds (hereinafter: the “Holders”), in the framework of the Pledged Assets (as hereinafter defined), inter alia, part of the Rrar Sat shares that it owns, in order to secure the Pledgor’s obligations towards the Bond Holders, on the terms and dates mentioned in the Pledgor’s amended shelf prospectus and shelf offering statement that will be published by virtue thereof and the Bond documents, as appropriate (in this document referred to as: the “Offering Documentation”);

The Pledgor therefore hereby declares, agrees and warrants as follows:

1.	Preamble and definitions

1.1

Unless otherwise stated, the terms herein shall bear the definitions appearing in the Offering Documentation.

1.2

This Pledge Agreement is being made by the Pledgor to secure the Pledgor’s undertakings to pay the principal amounts of the Bonds on the terms and dates set forth in the Offering Documentation.

1.3

For the removal of any doubt it is hereby clarified that the Pledgor may pledge all or part of its other assets, at its discretion, without any restriction, with any degree of priority, including in order to secure its or the Pledgor’s series of bonds, without the need to obtain the Trustee’s or the Holders’ consent.

1.4

The pledge of the Pledged Assets will be removed concurrently with the repayment to the Holders of the entire repayment amount of the Bonds (as described in the Offering Documentation) for the security of which the Pledged Assets have been charged, or prior thereto, in whole or in part, subject to the provisions of Section 6.4.1 or Section 6.4.7, as appropriate, of the Addendum to the Trust Deed of May 28, 2013, that was signed on June 25, 2013. In such case, the Trustee will deliver to the Pledgor letters signed by it addressed to the Registrar of Companies or any other authority (including the UCC Registry), regarding its consent to remove the liens listed in favor of the Trustee over the Pledged Assets, and will effect all other acts that will be required for the purpose of removal of the Pledge over the Pledged Assets.

2.	Nature of this Pledge Agreement

2.1

2.2

3.	Pledge and charge

3.1

As security for the full and punctual payment of the Secured Sums, the Pledgor hereby charges and pledges in favor of the Trustee by way of a sole first degree fixed charge, 287,008 Ordinary Shares, NIS 0.01 par value each, of RR Media Ltd., (corporate number 510896293), that are listed for trading on the Nasdaq (in this document referred to as: the “Charged Shares”), including all accretions that will derive from the Charged Shares, and all rights that are or will be vested by virtue or in respect thereof, including bonus shares, preferential rights, rights to receive other securities in respect thereof of any class, as well as all dividends, money or property in specie (hereinafter: the “Accretions”) the Charged Shares and the Accretions to be hereinafter collectively called: the “Pledged Assets”).

3.2

3.3

All the Pledgor’s rights in the Charged Shares by virtue of any law, bye-laws or agreement, will remain unaffected and will be held by it exclusively, as long as payment of the Bonds has not been accelerated. Without derogating from the generality of the foregoing, as long as payment of the Bonds has not been accelerated, the Pledgor will hold and may effect full use, at its sole determination, of the voting rights in RR Media, rights to receive dividends, rights to acquire securities on a rights offering of RR Media (if any) and anything in addition thereto (hereinafter collectively called: the “Accretions”), provided that the amounts of the dividends in respect of the Charged Shares that will be paid (if any) by Rrat Sat, will be transferred to the Trustee in order to effect payment of the principal and interest that are due to the Holders of the Bonds, provided the additional shares that will be so issued or allotted by virtue of the Charged Shares, will be charged in favor of the Trustee and will constitute part of the “Charged Shares” in all respects.

4.	Pledgor’s declarations

The Pledgor hereby declares that:

4.1

The Pledged Assets are not charged, pledged or to any foreclosure in favor of any third parties;

4.2

The Pledged Assets are wholly and exclusively in the ownership of the Pledgor;

4.3

There is no restriction or condition by law or agreement applicable to the transfer or charge of the Pledged Assets (it being clarified that RR Media holds various licenses from the Ministry of Communications, to the effect that any sale of the shares of RR Media by the significant stakeholders thereof requires the approval of the Ministry of Communications, and therefore, realization of the charge over the Charged Shares for the purpose of their sale will require the approval of the Minister of Communications);

4.4

It is entitled to charge the Pledged Assets;

4.5

No assignment of right in relation to the Pledged Assets has been made.

5.	Pledgor’s undertakings

Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:

5.1

5.2

5.3

6.	Notices to the Holders

The Pledgor’s notices to the Trustee will be served pursuant to that prescribed in the Offering Documentation.

7.	Acceleration

The Trustee or the Holders may accelerate payment of the Secured Sums pursuant and subject to that prescribed in the Offering Documentation.

8.	Actions and proceedings by the Holders

9.	Rights of the Trustee

9.1

9.2

The Trustee may, at any time after the Secured Sums will have been accelerated, realize the Pledged Assets by means of appointing a receiver or receiver and manager or trustee or by means of a special manager who will be appointed by the Court or the Execution Office, as appropriate, who shall, amongst his remaining powers, and subject to the provisions of law, be entitled to:

9.2.1

Receive ownership of the Pledged Assets or part thereof;

9.2.2

Sell or agree to sell the Pledged Assets in whole or in part, transfer or otherwise agree to the transfer thereof, on such conditions as he shall deem fit;

9.2.3

9.2.4

Effect any other arrangement relating to the Pledged Assets or part thereof, as he will deem fit;

9.3

10.	Notices and warnings

11.	Waiver, compromise or modifications to the terms of the Pledge Agreement

11.1

The Trustee may, from time to time, waive any breach or non-performance of any of the terms of this Pledge Agreement by the Pledgor.

11.2

12.	Miscellaneous

12.1

The Trustee will sign an irrevocable power of attorney to attend and vote at shareholders’ meeting of RR Media in respect of the Charged Shares.

12.2

12.3

This Agreement is in addition to the Pledge Agreement dated as of December 31, 2013, that was signed between the parties and this Pledge Agreement and that agreement dated as of December 31, 2013, shall be deemed to be a single agreement.

13.	Substantive law and place of jurisdiction

13.1

This Pledge Agreement will be construed in accordance with and pursuant to the laws of the State of Israel.

13.2

The exclusive place of jurisdiction for the purpose of this Pledge Agreement is hereby set as follows: the competent Court in Tel Aviv – Jaffa.

In witness whereof the Pledgor and the Trustee have set their hands:

(signed)		(signed)
Strauss Lazar Trust Company (1992) Ltd.		Rapac Communications and Infrastructures Ltd.

Exhibit 11

PLEDGE AGREEMENT

[Translation to English of original Hebrew document]

Entered into as of December 22, 2015

WHEREAS:

Rapac Communication and Infrastructures Ltd., (hereinafter: the “Pledgor”) issued in July, 2013, NIS 75,598,000 par value of (Series D Bonds (hereinafter: the “Existing Bonds; and

WHEREAS:

In December 2015, the Pledgor issued NIS 18,000,000 par value of an additional (Series D) Bonds (hereinafter: the “Bonds”), in the framework of a private placement to an institutional entity (hereinafter: the “Placement”); and

WHEREAS:

The Pledgor holds tradable shares of RR Media Ltd., (corporate number 510896293) (hereinafter: “RR Media”) a company that was incorporated and registered in Israel, whose securities are listed for trading on the NASDAQ stock exchange in the United States (hereinafter: “NASDAQ”); and

WHEREAS:

The Pledgor wishes to pledge in favor of Strauss Lazar Trust Company (1992) Ltd., (hereinafter: the “Trustee”), as trustee for the holders of the Bonds (hereinafter: the “Holders”), in the framework of the Pledged Assets (as hereinafter defined), inter alia, part of the RR Media shares that it owns, in order to secure the Pledgor’s obligations towards the Bond Holders, on the terms and dates mentioned in the Pledgor’s amended shelf prospectus and shelf offering statement that will be published by virtue thereof and the Bond documents, as appropriate (in this document referred to as: the “Offering Documentation”);

The Pledgor therefore hereby declares, agrees and warrants as follows:

1.	Preamble and definitions

1.1

Unless otherwise stated, the terms herein shall bear the definitions appearing in the Offering Documentation.

1.2

This Pledge Agreement is being made by the Pledgor to secure the Pledgor’s undertakings to pay the principal amounts of the Bonds on the terms and dates set forth in the Offering Documentation.

1.3

For the removal of any doubt it is hereby clarified that the Pledgor may pledge all or part of its other assets, at its discretion, without any restriction, with any degree of priority, including in order to secure its or the Pledgor’s series of bonds, without the need to obtain the Trustee’s or the Holders’ consent.

1.4

The pledge of the Pledged Assets will be removed concurrently with the repayment to the Holders of the entire repayment amount of the Bonds (as described in the Offering Documentation) for the security of which the Pledged Assets have been charged, or prior thereto, in whole or in part, subject to the provisions of Section 6.4.1 or Section 6.4.7, as appropriate, of the Addendum to the Trust Deed of May 28, 2013, that was signed on June 25, 2013. In such case, the Trustee will deliver to the Pledgor letters signed by it addressed to the Registrar of Companies or any other authority (including the UCC Registry), regarding its consent to removal of liens listed in favor of the Trustee over the Pledged Assets, and will effect all other acts that will be required for the purpose of removal of the Pledge over the Pledged Assets.

2.	Nature of this Pledge Agreement

2.1

2.2

3.	Pledge and charge

3.1

As security for the full and punctual payment of the Secured Sums, the Pledgor hereby charges and pledges in favor of the Trustee by way of a sole first degree fixed charge, 13,898 Ordinary Shares, NIS 0.01 par value each, of RR Media Ltd., (corporate number 510896293), that are listed for trading on the NASDAQ (in this document referred to as: the “Charged Shares”), including all accretions that will derive from the Charged Shares, and all rights that are or will be vested by virtue or in respect thereof, including bonus shares, preferential rights, rights to receive other securities in respect thereof of any class, as well as all dividends, money or property in specie (hereinafter: the “Accretions”) the Charged Shares and the Accretions to be hereinafter collectively called: the “Pledged Assets”).

3.2

3.3

All the Pledgor’s rights in the Charged Shares by virtue of any law, bye-laws or agreement, will remain unaffected and will be held by it exclusively, as long as payment of the Bonds has not been accelerated. Without derogating from the generality of the foregoing, as long as payment of the Bonds has not been accelerated, the Pledgor will hold and may effect full use, at its sole determination, of the voting rights in RR Media, rights to receive dividends, rights to acquire securities on a rights offering of RR Media (if any) and anything in addition thereto (hereinafter collectively called: the “Accretions”), provided that the amounts of the dividends in respect of the Charged Shares that will be paid (if any) by RR Media, will be transferred to the Trustee in order to effect payment of the principal and interest that are due to the Holders of the Bonds, provided the additional shares that will be so issued or allotted by virtue of the Charged Shares, will be charged in favor of the Trustee and will constitute part of the “Charged Shares” in all respects.

4.	Pledgor’s declarations

The Pledgor hereby declares that:

4.1

The Pledged Assets are not charged, pledged or subject to foreclosure in favor of any third parties;

4.2

The Pledged Assets are wholly and exclusively in the ownership of the Pledgor;

4.3

4.4

It is entitled to charge the Pledged Assets;

4.5

No assignment of right in relation to the Pledged Assets has been made.

5.	Pledgor’s undertakings

Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:

5.1

Not to sell, transfer, lease, or dispose of the Pledged Assets or any part thereof, nor suffer any other party to use the same in any manner whatsoever nor allow any other party to effect any of the above acts, without the prior written consent of the Trustee;

5.2

5.3

6.	Notices to the Holders

The Pledgor’s notices to the Trustee will be served pursuant to that prescribed in the Offering Documentation.

7.	Acceleration

The Trustee or the Holders may accelerate payment of the Secured Sums pursuant and subject to that prescribed in the Offering Documentation.

8.	Actions and proceedings by the Holders

9.	Rights of the Trustee

9.1

9.2

The Trustee may, at any time after the Secured Sums will have been accelerated, realize the Pledged Assets by means of appointing a receiver or receiver and manager or trustee or by means of a special manager who will be appointed by the Court or the Execution Office, as appropriate, who shall, amongst his remaining powers, and subject to the provisions of law, be entitled to:

9.2.1

Receive all of the Pledged Assets or part thereof;

9.2.2

Sell or agree to sell the Pledged Assets in whole or in part, transfer or otherwise agree to the transfer thereof, on such conditions as he shall deem fit;

9.2.3

9.2.4

Effect any other arrangement relating to the Pledged Assets or part thereof, as he will deem fit;

9.3

10.	Notices and warnings

11.	Waiver, compromise or modifications to the terms of the Pledge Agreement

11.1

The Trustee may, from time to time, waive any breach or non-performance of any of the terms of this Pledge Agreement by the Pledgor.

11.2

12.	Miscellaneous

12.1

The Trustee will sign an irrevocable power of attorney to attend and vote at shareholders’ meeting of RR Media in respect of the Charged Shares.

12.2

12.3

This Agreement is in addition to the Pledge Agreement dated as of December 31, 2013, and August 25, 2015, that was signed between the parties and this Pledge Agreement and those agreements dated as of December 31, 2013, and August 25, 2015, shall be deemed to be a single agreement.

13.	Substantive law and place of jurisdiction

13.1

This Pledge Agreement will be construed in accordance with and pursuant to the laws of the State of Israel.

13.2

The exclusive place of jurisdiction for the purpose of this Pledge Agreement is hereby set as follows: the competent Court in Tel Aviv – Jaffa.

In witness whereof the Pledgor and the Trustee have set their hands:

(signed)		(signed)
Strauss Lazar Trust Company (1992) Ltd.		Rapac Communications and Infrastructures Ltd.

Exhibit 12

THIRD PARTY PLEDGE AGREEMENT

[Translation to English of original Hebrew document]

Entered into as of December 22, 2015

WHEREAS:

Rapac Communication and Infrastructures Ltd., (hereinafter: the “Company”) issued in July, 2013, NIS 75,598,000 par value of (Series D Bonds (hereinafter: the “Existing Bonds;

WHEREAS:

In December 2015, the Company issued NIS 18,000,000 par value of an additional (Series D) Bonds (hereinafter: the “Bonds”), in the framework of a private placement to an institutional entity (hereinafter: the “Placement”);

WHEREAS:

The Company is the controlling stakeholder and holds 100% of the share capital of Del Ta Engineering Equipment Ltd., (hereinafter: the “Pledgor”) and a longstanding business relationship of mutual obligations and rights exists between the parties as a parent company and a subsidiary, in the framework of their activity as constituent parts of a cluster of companies, including the making investments and providing financing and guaranties between those companies;

WHEREAS:

The Pledgor holds shares of RR Media Ltd., (corporate number 510896293) (hereinafter: “RR Media”) a company that was incorporated and registered in Israel, whose securities are listed for trading on the Nasdaq exchange in the United States; and

WHEREAS:

The Pledgor wishes to pledge in favor of Strauss Lazar Trust Company (1992) Ltd., (hereinafter: the “Trustee”), as trustee for the holders of the Bonds (hereinafter: the “Holders”), in the framework of the Pledged Assets (as hereinafter defined), inter alia, part of the RR Media shares that it owns, in order to secure the Company’s obligations towards the Bond Holders, on the terms and dates mentioned in the Company’s amended shelf prospectus and shelf offering statement that will be published by virtue thereof and the Bond documents, as appropriate (in this document referred to as: the “Offering Documentation”);

The Pledgor therefore hereby declares, agrees and warrants as follows:

1.	Preamble and definitions

1.1

Unless otherwise stated, the terms herein shall bear the definitions appearing in the Offering Documentation.

1.2

This Pledge Agreement is being made by the Pledgor to secure the Company’s undertakings to pay the principal amounts of the Bonds on the terms and dates set forth in the Offering Documentation.

1.3

1.4

The pledge of the Pledged Assets will be removed concurrently with the repayment to the Holders of the entire repayment amount of the Bonds (as described in the Offering Documentation) for the security of which the Pledged Assets have been charged, or prior thereto, in whole or in part, subject to the provisions of section 6.4.1 or section 6.4.7, as appropriate, of the Addendum to the Trust Deed of May 28, 2013, that was signed on June 25, 2013. In such case, the Trustee will deliver to the Pledgor letters signed by it addressed to the Registrar of Companies or any other authority (including the UCC Registry), regarding its consent to strike out the charges listed in favor of the Trustee over the Pledged Assets, and will effect all other acts that will be required for the purpose of releasing and removing the Pledge over the Pledged Assets.

2.	Nature of this Pledge Agreement

2.1

This Pledge Agreement is being made to secure the full and punctual payment of the repayment amounts that will be due to the Holders from the Company in connection with the Bonds, together with all costs and other payments that are or will become due to the Holders from the Pledgor in accordance and in connection with this Pledge Agreement (all the above sums being hereinafter called: the “Secured Sums”).

It is agreed between the parties that the pledge over the Pledged Assets (as hereinafter defined) to secure the Secured Sums is being given within the framework of section 12 of the Pledge Law, 5727-1967 (third party pledge) in a manner whereby the Pledgor shall be treated as a party who has guaranteed the payment of the Secured Sums, but recoupment from the Pledgor may only be made by means of realizing the Pledged Assets (as hereinafter defined) as stated in section 12 of the Pledge Law, 5727-1967. This principle is basic and fundamental to this Pledge Agreement and overrides any other express or implied provision contained herein, (hereinafter: the “Basic Principle”).

3.	Pledge and charge

3.1

As security for the full and punctual payment of the Secured Sums, the Pledgor hereby charges and pledges in favor of the Trustee by way of a sole first degree fixed charge, 61,764 Ordinary Shares, NIS 0.01 par value each, of RR Media Ltd., (corporate number 510896293), according to the share certificate numbered 0078, a copy of which is attached hereto (in this document referred to as: the “Charged Shares”), including all accretions that will derive from the Charged Shares, and all rights that are or will be vested by virtue or in respect thereof, including bonus shares, preferential rights, rights to receive other securities in respect thereof of any class, as well as all dividends, money or property in specie (hereinafter: the “Accretions”) the Charged Shares and the Accretions to be hereinafter collectively called: the “Pledged Assets”).

3.2

3.3

All the Pledgor’s rights in the Charged Shares by virtue of any law, bye-laws or agreement, will remain unaffected and will be held by it exclusively, as long as payment of the Bonds has not been accelerated. Without derogating from the generality of the foregoing, as long as payment of the Bonds has not been accelerated, the Pledgor will hold and may effect full use, at its sole determination, of the voting rights in RR Media, rights to receive dividends, rights to acquire securities in connection with a rights offering of RR Media at (if any) and anything in addition thereto (hereinafter collectively called: the “Accretions”), provided that the amounts of the dividends in respect of the Charged Shares that will be paid (if any) by RR Media, will be transferred to the Trustee in order to effect payment of the principal and interest that are due to the Holders of the Bonds, provided the additional shares that will be so issued or allotted by virtue of the Charged Shares, will be charged in favor of the Trustee and will constitute part of the “Charged Shares” in all respects.

4.	Pledgor’s declarations

The Pledgor hereby declares that:

4.1

The Pledged Assets are not charged, pledged foreclosure in favor of third any parties;

4.2

The Pledged Assets are wholly and exclusively in the ownership of the Pledgor;

4.3

There is no restriction or condition by law or agreement applicable to the transfer or charge of the Pledged Assets (it being clarified that Rrat Sat holds various licenses from the Ministry of Communications, to the effect that any sale of the shares of RR Media by the significant stakeholders thereof requires the approval of the Ministry of Communications, and therefore, realization of the charge over the Charged Shares for the purpose of thier sale will require the approval of the Minister of Communications);

4.4

It is entitled to charge the Pledged Assets;

4.5

No assignment of right in relation to the Pledged Assets has been made.

5.	Pledgor’s undertakings

Pending the full repayment of the Secured Sums the Pledgor hereby covenants that:

5.1

5.2

5.3

5.4

6.	Notices to the Holders

The Pledgor’s notices to the Trustee will be served pursuant to that prescribed in the Offering Documentation.

7.	Acceleration

The Trustee or the Holders may accelerate payment of the Secured Sums pursuant and subject to that prescribed in the Offering Documentation.

8.	Actions and proceedings by the Holders

9.	Rights of the Trustee

9.1

Without derogating from any other provisions of this Pledge Agreement, no waiver, extension, concession, acquiescence, forbearance to act (hereinafter: the “Waiver”) on the part of the Trustee with respect to the non-fulfilment or partial or incorrect fulfilment of any of the Pledgor’s undertakings under this Pledge Agreement will be deemed to be any waiver on the part of the Trustee of any right but as limited consent to the specific instance for which it is given.

9.2

The Trustee may, at any time after the Secured Sums will have been accelerated, realize the Pledged Assets by means of appointing a receiver or receiver and manager or trustee or by means of a special manager who will be appointed by the Court or the Execution Office, as appropriate, who shall, amongst his remaining powers, and subject to the provisions of law, be entitled to:

9.2.1

Receive all of the Pledged Assets or part thereof;

9.2.2

Sell or agree to sell the Pledged Assets in whole or in part, transfer or otherwise agree to the transfer thereof, on such conditions as he shall deem fit;

9.2.3

9.2.4

Effect any other arrangement relating to the Pledged Assets or part thereof, as he will deem fit;

9.3

10.	Notices and warnings

11.	Waiver, compromise or modifications to the terms of the Pledge Agreement

11.1

The Trustee may, from time to time, waive any breach or non-performance of any of the terms of this Pledge Agreement by the Pledgor.

11.2

12.	Miscellaneous

12.1

The Trustee will sign an irrevocable power of attorney to attend and vote at shareholders’ meeting of RR Media in respect of the Charged Shares.

12.2

12.3

This Agreement is in addition to the Pledge Agreement dated as of June 30, 2013, that was signed between the parties and this Pledge Agreement and that agreement dated as of June 30, 2013, shall be deemed to be a single agreement.

13.	Substantive law and place of jurisdiction

13.1

This Pledge Agreement will be construed in accordance with and pursuant to the laws of the State of Israel.

13.2

The exclusive place of jurisdiction for the purpose of this Pledge Agreement is hereby set as follows: the competent Court in Tel Aviv – Jaffa.

In witness whereof the Pledgor and the Trustee have set their hands:

(signed)		(signed)
Strauss Lazar Trust Company (1992) Ltd.		Del-Tel Aviv Engineering Equipment Ltd.

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

Create E-mail Alert Related Categories

SEC Filings

Related Entities

13D

Sign up for StreetInsider Free!

Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!

Form SC 13D/A RR Media Ltd. Filed by: Del-Ta Engineering Equipment Ltd.

You May Also Be Interested In

Create E-mail Alert Related Categories

Related Entities

Sign up for StreetInsider Free!

Free News Feed