-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BdZUDCVvp9kp4zDVE6pNVLXkEvK7MvIgr30zk2l/cLu7rOS9MfGeaw/rgUZCdz39 lEyOb+5IsNiU1iOQbC8A7g== 0001178913-08-001360.txt : 20080522 0001178913-08-001360.hdr.sgml : 20080522 20080522102206 ACCESSION NUMBER: 0001178913-08-001360 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080522 DATE AS OF CHANGE: 20080522 GROUP MEMBERS: BARAK DOTAN GROUP MEMBERS: YOSSI BEN SHALOM SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIMATRON LTD CENTRAL INDEX KEY: 0001008595 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-49313 FILM NUMBER: 08853612 BUSINESS ADDRESS: STREET 1: 11 GUSH ETZION ST STREET 2: GIVAT SHMUEL CITY: ISRAEL 51905 STATE: L3 ZIP: 00000 BUSINESS PHONE: 9725312121 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DBSI INVESTMENTS LTD CENTRAL INDEX KEY: 0001272469 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: P O BOX 4076 CITY: HERZELIA ISREAL STATE: L3 ZIP: 46766 SC 13D 1 zk85278.htm SC-13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

CIMATRON LTD.
(Name of Issuer)

Ordinary Shares, NIS 0.10 par value per share M23798107
(Title of Class of Securities) (CUSIP Number)

Asaf Harel, Adv.
Meitar Liquornik Geva & Leshem Brandwein Law Offices.
16 Abba Hillel Silver Rd.
Ramat-Gan 52506, Israel
+972-3-610-3100
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 11, 2008
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o

Note: Schedules filed in paper format shall 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 information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)
(Page 1 of 9 Pages)

  CUSIP No.      M23798107 13D       Page    2    of    9      

1 NAMES OF REPORTING PERSONS:           DBSI Investments Ltd.
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3 SEC Use Only
 
4 SOURCE OF FUNDS:
OO
5 CHECK BOX 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:
4,265,950
8 SHARED VOTING POWER:
4,265,950
9 SOLE DISPOSITIVE POWER:
4,265,950
10 SHARED DISPOSITIVE POWER:
4,265,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
4,265,950
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
45.40% (1)
14 TYPE OF REPORTING PERSON:
CO

(1)      Based on a number of 9,394,598 Ordinary Shares outstanding as of the date hereof (according to publicly available information provided by the Issuer to date), DBSI is the beneficial owner of 45.40% of the outstanding Ordinary Shares of the Company.

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  CUSIP No.      M23798107 13D       Page    3    of    9      

1 NAMES OF REPORTING PERSONS:           Barak Dotan
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3 SEC Use Only
 
4 SOURCE OF FUNDS:
OO
5 CHECK BOX 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:
4,265,950
9 SOLE DISPOSITIVE POWER:
- -
10 SHARED DISPOSITIVE POWER:
4,265,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
4,265,950
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
45.40%
14 TYPE OF REPORTING PERSON:
IN

3 of 9

  CUSIP No.      M23798107 13D       Page    4    of    9      

1 NAMES OF REPORTING PERSONS:           Yossi Ben Shalom
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS: 000000000
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3 SEC Use Only
 
4 SOURCE OF FUNDS:
OO
5 CHECK BOX 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:
4,265,950
9 SOLE DISPOSITIVE POWER:
- -
10 SHARED DISPOSITIVE POWER:
4,265,950
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
4,265,950
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
45.40%
14 TYPE OF REPORTING PERSON:
IN

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Item 1. Security And Issuer.

This Schedule relates to the purchase by DBSI Investments Ltd. (“DBSI”) of 1,700,000 Ordinary Shares, par value NIS 0.10 each, of Cimatron Ltd. The name of the issuer to which this Schedule relates is Cimatron Ltd. (“Cimatron”). Its principal executive offices are located at 11 Gush Etzion Street, Givat Shmuel, Israel. This Schedule 13D relates to Cimatron’s Ordinary Shares, NIS 0.10 par value per share (the “Ordinary Shares”). The percentage of Ordinary Shares reported in this Schedule 13D as being beneficially owned by DBSI and any other information disclosed herein (other than descriptions of agreements and transactions to which DBSI is a party) is based on publicly available information provided by Cimatron or other third parties.

Item 2. Identity and Background

The Reporting Persons are, DBSI Investments Ltd., Barak Dotan and Yossi Ben Shalom. DBSI is controlled by Barak Dotan through his control of B.R.Y.N. Investments Ltd. and by Yossi Ben Shalom through his control of Pulpit Rock Investments Ltd. and White Condor Investments Ltd.

(1)     (a), (b) DBSI Investments Ltd., is a company established in accordance with the laws of Israel, and is located at 85 Medinat Hayehudim Street, Herzlia, 49514, Israel.

          (c)        Occupation and Employment: Not applicable.

          (f)        Citizenship: Not applicable.

The executive officers and directors of DBSI are citizens of the State of Israel. Their principal occupations and addresses are set forth below:

Name Occupation Address
Yossi Ben Shalom Businessman; Director of companies 85 Medinat Hayehudim Street, Herzlia, 49514, Israel
Barak Dotan Businessman; Director of companies 85 Medinat Hayehudim Street, Herzlia, 49514, Israel

The following persons may by reason of their interests in and relationships among them with respect to DBSI, be deemed to control DBSI:

(2)     (a), (b), (c), (f) Mr. Barak Dotan – (see executive officers and directors of DBSI – Item 2) holds his shares of DBSI through his control of B.R.Y.N. Investments Ltd. (“BRYN”) a company established according to the laws of Israel. Mr. Barak Dotan controls BRYN pursuant to the terms of a power of attorney granted to him by Mr. Boaz Dotan and Mrs. Varda Dotan (“Dotan”). Pursuant to the power of attorney, Barak Dotan is entitled to take all actions to which Dotan would be entitled by virtue of its shareholdings in BRYN, with the exception of the disposition of such shares. According to its terms, Dotan is required to give notice of not less than ninety days to (i) revoke the power of attorney thereby acquiring the ability to vote the shares of BRYN; and (ii) dispose of the shares of BRYN.

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(3)     (a), (b), (c), (f) Mr. Yossi Ben Shalom – (see executive officers and directors of DBSI – Item 2) holds his shares of DBSI through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd.

          (d)        Criminal Proceedings: During the previous five (5) years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

          (e)        Civil Proceedings: During the previous five (5) years, neither the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI, have been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Persons or any of the individuals identified in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations, of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

        On May 11, 2008, DBSI has signed an agreement to purchase 1,700,000 Ordinary Shares of Cimatron, par value NIS 0.10 each, from Koonras Technologies Ltd. (“Koonras”), for $2.80 per share (the “Koonras Share Purchase Agreement”).

        The source of funds for the above purchase will be shareholders loan to DBSI from its shareholders and internal funds.

        For the acquisition of the shares from Zeevi Computers and Technology Ltd. (“ZCT”) (as further described in Item 5 below), DBSI received a loan from Bank Hapoalim, a loan that was guaranteed by its shareholders.

Item 4. Purpose of Transaction.

         DBSI has acquired securities of Cimatron for investment purposes. DBSI intends to review its investment in Cimatron and may, based on such review as well as other factors (including, among other things, its evaluation of Cimatron’s business, prospects and financial condition, amounts and prices of available securities of Cimatron, the market for Cimatron’s securities, other opportunities available to DBSI and general market and economic conditions), acquire additional securities of Cimatron or sell securities of Cimatron, on the open market or in privately negotiated transactions. DBSI intends to nominate additional directors to the board of Cimatron, in addition to Barak Dotan and Yossi Ben Shalom. DBSI reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of Cimatron purchased by it.

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        Except as set forth in this Item 4, DBSI has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although DBSI does not rule out the possibility of effecting or seeking to effect any such actions in the future.

Item 5. Interest in Securities of the Issuer.

(a) (b)     DBSI is the beneficial owner of 4,265,950 Ordinary Shares of the Issuer, constituting 45.40%% of the outstanding Ordinary Shares of the Issuer. Messrs. Yossi Ben Shalom and Barak Dotan, by virtue of their relationship with and interests in DBSI, may be deemed to control DBSI and consequently share the beneficial ownership of 4,265,950 Ordinary Shares of the Issuer. DBSI holds the sole right to vote 4,265,950 of such Ordinary Shares, which right is directed jointly by Messrs. Yossi Ben Shalom and Barak Dotan.

The Ordinary Shares held by DBSI and Koonras were purchased under a Share Purchase Agreement dated January 13, 2002, pursuant to which each of DBSI and Koonras purchased 2,573,820 Ordinary Shares of Cimatron from Zeevi Computers and Technology Ltd. (“ZCT”) for an aggregate purchase price of $9,905,821, representing a per share purchase price of $1.9246938. Following such acquisition, each of DBSI and Koonras owned an aggregate of approximately 32.15% of the Ordinary Shares of Cimatron. Following the consummation of this acquisition, the composition of the board of directors and the management of Cimatron was materially changed. DBSI and Koonras also entered into an oral arrangement under which, among other things, they agreed that each would appoint half of the directors of Cimatron, not including its outside directors required to be appointed under Israeli law, and that they would vote together at Cimatron’s shareholders’ meetings. Under such arrangement, neither party was allowed to sell 25.05% or more of Cimatron’s issued and outstanding Ordinary Shares without first offering such shares to the other party. Additionally, in the event that the selling party’s offer was refused by the other party, the other party was to then have the right to participate, pro-rata, with the selling party in the sale of its shares to a third party. Following the acquisition by Cimatron of Gibbs System, Inc., in January 2008, and the issuance of 1,500,000 Ordinary Shares to the stockholders of Gibbs System as the consideration for that transaction, the holdings of each of DBSI and Koonras decreased to approximately 26% each.

As part of the Koonras Share Purchase Agreement all the arrangements between DBSI to Koonras are being terminated.

(c)     Except as detailed herein, DBSI did not effect any transaction in the securities of Cimatron in the past 60 days.

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(d)     Not applicable.

(e)     Not applicable.

Item 6.

DBSI and Koonras entered into the oral arrangement described in Item 5 of this Schedule 13D; such arrangement is to be terminated pursuant to the transaction to be effected under the Koonras Share Purchase Agreement.

Item 7. Materials to be Filed as Exhibits.

The following exhibits are hereby incorporated by reference:

Exhibit No.
Description

1 English Translation of the Share Purchase Agreement dated May 11, 2008, between D.B.S.I. Investments Ltd. and Koonras Technologies Ltd.

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SIGNATURE

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 22, 2008

DBSI INVESTMENTS LTD.

BARAK DOTAN

YOSSI BEN SHALOM

By: /s/ DBSI INVESTMENTS LTD.

By: /s/ Barak Dotan /s/ Yossi Ben Shalom
Name: Barak Dotan Yossi Ben Shalom
Title: Director Director

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 EX-99 2 exhibit_1.htm SC-13D

Exhibit 1

English Translation

Share Purchase Agreement
Made and entered into in Tel Aviv on May 11, 2008

Between

  DBSI Investments Ltd., Company ref. no. 51-308213-1
Of 85, Medinat Hayehudim Street, Herzliya
(“the Purchaser” or “DBSI”)

On the first part;

And

  Koonras Technologies Ltd., Company ref. no. 51-085039-9
Of 21, Ha’Arba Street, Tel Aviv
(“the Seller” or “Koonras”)

On the second part;

Whereas: The Seller is the owner of 2,560,360 shares of Cimatron Ltd. (“the Company”) or (“Cimatron”);

And whereas: Subject to compliance with the suspensive conditions set forth in this Agreement, the Purchaser is interested in purchasing from the Seller, and the Seller is interested in selling to the Purchaser 1,700,000 shares of Cimatron out of the shares it owns that are registered in its name (“the Shares Being Sold”);

  Accordingly, it is agreed and declared between the parties, as follows:

1. General

  1.1. The preamble to this Agreement forms an integral part thereof.

  1.2 The division of the provisions of this Agreement into sections and sub-sections and section headings is for the convenience and place-finding only and shall not be used in the interpretation of the Agreement.

2. The Transaction and Date of Completion

  2.1. Subject to fulfillment of the suspensive conditions set forth in Clause 6 below, on the date of completion of the transaction, the Purchaser will purchase from the Seller the Shares Being Sold, clean and free from any debt, lien or third-party right, and will pay the Seller the consideration in an amount of $ 4,760,000 (four million seven hundred and sixty thousand U.S. dollars) (“the Consideration”).

1

  The Consideration will be paid to the Seller, on the date of completion of the transaction, by means of a bank transfer to the Seller’s bank account, the details of which will be delivered to the Purchaser no later than 3 business days before the date of completion of the transaction.

  The Seller will furnish the Purchaser prior to the date of completion of the transaction with a confirmation of exemption from the obligation of deducting tax at source. If the aforesaid confirmation is not furnished to the Purchaser, then the Purchaser will deduct at source the amount of the deduction required by law from the payment due to the Seller, and will transfer this amount to the tax authority.

  2.2 Date of Completion of the Transaction

  The purchase of the Shares Being Sold and payment of the Consideration (hereinafter: “Completion of the Transaction”) will take place in the offices of Confino, Lichtenstein & Co, (Advocates), 1, Azrieli Centre, Tel Aviv, Floor 38, Round Tower, at 10:00 a.m., 3 businesses days after fulfillment of the suspensive conditions set forth in Clause 6 below, or at any other time on which the parties agree to in writing (hereinafter: “Date of Completion of the Agreement ” or “Date of Completion”).

  2.3 Documents of Completion of the Transaction

  On the date of Completion of the Transaction, the documents set forth below will be signed and/or transferred by the parties, with no document being considered as signed and/or transferred unless all the abovementioned documents are signed and/or transferred:

  2.3.1 A copy of a confirmation from the Purchaser’s bank regarding the transfer of the Consideration, to the Seller’s bank account.

  2.3.2 A share transfer deed, by virtue of which the Seller is selling and transferring to the Purchaser the Shares Being Sold.

  2.3.3 A copy of the minutes of the confirmation of the general meeting of the Company approving the assignment of the rights and obligations of the Seller in connection with the management agreement of the Company to the Purchaser, as set forth in Clause 5.1 below, and a deed of assignment of the rights and obligations, as aforesaid, signed by both parties.

  2.3.4 Every regulatory confirmation and/or notice required in connection with the execution of the transaction, if any.

2

3. Declarations and Presentations of the Seller

  The Seller hereby declares, presents and undertakes to the Purchaser, as follows:

  3.1 Ownership of the Shares Being Sold

  The Seller is the owner of 2,560,360 shares of the Company, of which 2,554,999 shares are registered in the name of the Seller.

  3.2 Third Party Rights

  The Shares Being Sold are clean and free of any lien, seizure order or any other third party right, and they will be transferred to the Purchaser when they are clean and free as aforesaid.

  3.3 Absence of anything preventing execution of the transaction

  There is no bar or impediment, pursuant to any law or agreement (subject to receiving regulatory confirmations as stated in Clause 2.3.5 above, as far as the aforesaid confirmations are required), to the Seller entering into this Agreement and/or its execution and/or the transfer of the Shares Being Sold to the Purchaser.

  3.4 Corporate approvals

  Immediately prior to the signing of the Agreement, the Seller has received all the required corporate approvals for the purpose of confirming its entering into this Agreement and execution thereof.

4. Declarations and Presentations of the Purchaser

  The Purchaser hereby declares, presents and undertakes to the Purchaser, as follows:

  4.1 Absence of anything preventing execution of the transaction

  There is no bar or impediment, pursuant to any law or agreement (subject to receiving regulatory confirmations as stated in Clause 2.3.5 above, as far as the aforesaid confirmations are required), to the Purchaser entering into this Agreement and/or execution thereof.

  4.2 Corporate approvals

  Immediately prior to the signing of the Agreement, the Purchaser has received all the required corporate approvals for the purpose of confirming its entering into this Agreement and execution thereof.

5. Undertaking by the Parties

  5.1 Confirmations

  5.1.1 The parties will act in conjunction in calling a meeting of the audit committee, a meeting of the Board of Directors and the general meeting of the Company, as soon as possible, with the agenda including a proposal to approve the assignment of all the obligations and rights of the Seller, in connection with the providing of management services to the Company and the receipt of the Consideration in respect of the providing of the said services, to the Purchaser. The parties undertake to vote at the general meeting in favor of the said proposal.

3

  5.1.2 In addition, the parties will act in conjunction to obtain all of the required regulatory confirmations for the purpose of executing the transaction, which is the subject of this Agreement, as far as such approvals are required, and the furnishing of all notices that the Company and/or the parties are obliged to furnish to any regulatory authority in connection with the entering into this Agreement and/or execution thereof.

  5.2 The period up to the Date of Completion

  The parties shall make their best efforts to cause a situation that the suspensive conditions for the Completion of the Transaction are fulfilled and execute the Agreement, in mutual cooperation. The parties will not commit or omit any action, and will not cause any action or omission, that will detract from their obligations pursuant to this Agreement, or that will frustrate or will be likely to frustrate its execution. In addition, the parties undertake to act in conjunction to the best of their ability, to remove any impediment that may arise in connection with the execution of the Agreement and the Completion of the Transaction.

6. Suspensive Conditions for the Execution of the Transaction and Cancellation of the Agreement

  6.1 Suspensive Conditions for the Completion of the Transaction

  The Completion of the Transaction is contingent upon fulfillment of all the suspensive conditions set forth below:

  6.1.1 Regulatory confirmations

  The receipt of all of the regulatory confirmations required pursuant to any law for the contractual engagement of the parties in the Agreement, if such are required (providing the aforesaid confirmations do not include any qualifications or stipulations on the part of the providers of the abovementioned confirmations), and on the furnishing of all the required notices to any regulatory bodies.

  6.1.2 Approval of the general meeting

  The receipt of the approval of the general meeting of the Company as stated in Clause 5.1.1 above.

  6.1.3 Correctness of the presentations and undertakings of the Seller

  All of the presentations and undertakings of the Seller as stated in Clause 3 above will be correct, complete and accurate on the date of signing the Agreement and on the Date of Completion of the Transaction.

4

  6.2 Cancellation of the Agreement

  6.2.1 If, through July 13, 2008, all the suspensive conditions for Completion of the Transaction are not fulfilled, then each of the parties will be entitled to inform the other in writing that it is canceling the Agreement, without this being considered to be a breach of the Agreement and without either of the parties being obliged to pay any compensation vis-à-vis the other party.

  6.2.2 Notwithstanding the aforesaid in Clause 6.2.1 above, a party that causes the non-compliance of any of the suspensive conditions will not be entitled to rely on its non-compliance for the purpose of canceling the Agreement. In addition, nothing in the cancellation of the Agreement as a result of the non-compliance with the suspensive conditions, as aforesaid, can detract from the rights of the parties arising from a breach of the Agreement by either of them at a date prior to its cancellation.

7. Indemnification

  7.1 Indemnification by the Seller

  The Seller will indemnify the Purchaser in respect of any damage, loss or expense (hereinafter: “Damage”), that it may incur or that may arise in respect of or as a result of any of the following reasons:

  7.1.1 Any breach and/or inaccuracy in one of the presentations and/or declarations of the Seller, which is included in this Agreement.

  7.1.2 Any breach of an undertaking of the Seller which is included in the Agreement.

  7.2 Indemnification by the Purchaser

  The Purchaser will indemnify the Seller in respect of any damage that may be incurred or that may arise due to or as a result of any of the following reasons:

  7.2.1 Any breach and/or inaccuracy in one of the presentations and/or declarations of the Purchaser, which is included in this Agreement.

  7.1.2 Any breach of an undertaking of the Purchaser which is included in the Agreement.

8. Miscellaneous

  8.1 Unless expressly specified otherwise in this Agreement, this Agreement reflects the complete and exhaustive agreement between the parties with regard to the matters and issues discussed therein, and it replaces and cancels any presentation, agreement, negotiation, practice, memorandum, proposals, summary of discussions, letters of intents and/or undertakings, and any other document, which have existed or were exchanged (whether in writing or verbally) on the said matters or issues, between the parties, prior to the signing of this Agreement.

5

  8.2 After the Date of Completion of the Transaction, each of the parties will be entitled to demand from the other party to cancel the joint control agreement made between the parties and reported to the public, and in the event of the submitting such a demand, the aforesaid Agreement will be cancelled forthwith and notification in respect thereof will be furnished to the Company immediately.

  8.3 The Purchaser will take steps to enable the Company to continue to advance listing for trading of the shares that will remain in the hands of the Seller, in accordance with Registration Rights Agreement of June 3, 2007, between the Company, the Seller and the Purchaser. For the removal of doubt, nothing stated in this obligation shall impose on the Purchaser any financial expense or compel it to bear any undertaking and/or restriction in connection with the execution of the registration, as aforesaid.

  8.4 Any amendment, alteration or addendum to this Agreement will take effect only if they are made in writing and are signed by all the parties to this Agreement.

  8.5 If a party has not enforced any of its rights according thereto, this will not be considered as a waiver of such right or as a waiver of any other rights unless this was done explicitly and in writing. A waiver made explicitly and in writing on a certain matter will not be interpreted as applying to another matter, unless explicitly stated therein.

  8.6 The parties to this Agreement will cooperate fully and in good faith, and they will carry out every action in their capacities, including signing documents, furnishing information, obtaining confirmations or convening of general meetings and meetings of the Board of Directors, as is necessary for purposes of implementing this Agreement and achieving its objects.

  8.7 Every notice pursuant to the Agreement will be in writing and will be personally delivered to the addressee, or will be sent to it by registered post according to the addresses set forth in the preamble to the Agreement, which will then be considered as having reached at its destination within 72 hours from the date of its dispatch or will be transmitted by means of facsimile on confirmation of receipt, which will then be considered as having reached its destination on the business day on which it was transmitted.

  8.8 In the event of a conflict or dispute in relation to this Agreement, the Magistrates Court or the Tel Aviv District Court (as applicable) will have sole jurisdiction to discuss any conflict or dispute, as aforesaid.

  In Witness Whereof the Parties have Hereunto Signed

Koonras Technologies Ltd D.B.S.I. Investments Ltd.

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