-----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, TpRM9ux8jtgZ657KKCNGIG6TYdiafHViZG3De5ha7wLHO38n+atNx5OazNFz52lK ehOqd7E04cufrKnPWOz1JQ== 0001178913-07-002053.txt : 20070925 0001178913-07-002053.hdr.sgml : 20070925 20070925120818 ACCESSION NUMBER: 0001178913-07-002053 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070925 DATE AS OF CHANGE: 20070925 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: CLAL VENTURE CAPITAL FUND MANAGEMENT LTD. GROUP MEMBERS: CLALIT FINANCE AND INVESTMENTS LTD. GROUP MEMBERS: DISCOUNT INVESTMENT CORPORATION LTD. ("DIC") GROUP MEMBERS: ECI TELECOM LTD. GROUP MEMBERS: ELRON ELECTRONIC INDUSTRIES LTD. GROUP MEMBERS: FBR INFINITY II VENTURE PARTNERS LTD. GROUP MEMBERS: IDB DEVELOPMENT CORPORATION LTD. ("IDB DEVELOPMENT") GROUP MEMBERS: IDB HOLDING CORPORATION LTD. GROUP MEMBERS: INFINITY I ANNEX FUND (GENERAL PARTNER) LTD. GROUP MEMBERS: ISRAEL INFINITY VENTURE CAPITAL (CORPORATE GENERAL PARTNER) GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RDC RAFAEL DEVELOPMENT CORPORATION LTD. GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITY WIRELESS CORP CENTRAL INDEX KEY: 0001100451 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 911940650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-78723 FILM NUMBER: 071133381 BUSINESS ADDRESS: STREET 1: 10900 NE 4TH STREET STREET 2: SUITE 2300 CITY: BELLEVUE STATE: WA ZIP: 96004 BUSINESS PHONE: 1800337664 MAIL ADDRESS: STREET 1: 10900 NE 4TH STREET STREET 2: SUITE 2300 CITY: BELLEVUE STATE: WA ZIP: 96004 FORMER COMPANY: FORMER CONFORMED NAME: SONIC SYSTEMS CORP DATE OF NAME CHANGE: 19991206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CLAL INDUSTRIES & INVESTMENTS LTD CENTRAL INDEX KEY: 0001051856 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 97236075794 MAIL ADDRESS: STREET 1: 3 AZRIELI CENTER, TRIANGLE TOWER STREET 2: 45TH FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 SC 13D/A 1 zk74264.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) SCHEDULE 13D/A (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 2) UNITY WIRELESS CORPORATION (Name of Issuer) COMMON STOCK, PAR VALUE $0.001* (Title of Class of Securities) 913347 10 0 (CUSIP Number) CLAL INDUSTRIES AND INVESTMENTS LTD. THE TRIANGULAR TOWER 45TH FLOOR 3 AZRIELI CENTER TEL AVIV 67023 ATTN: CORPORATE SECRETARY TELEPHONE: 972-3-6075794 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEPTEMBER 20, 2007 (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), 13d-1(f), or 13d-1(g), check the following box: [_] * 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. 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 (the "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). * AS SOME OF THE SECURITIES BENEFICIALLY OWNED BY THE REPORTING PERSONS ARE SERIES B CONVERTIBLE NON-REDEEMABLE PREFERRED SHARES, PAR VALUE $0.001 PER SHARE, OF THE ISSUER (THE "SERIES B SHARES"), EACH OF WHICH IS CURRENTLY CONVERTIBLE INTO 1,000 SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE, OF THE ISSUER (THE "SHARES"), OR REFLECT OTHER SECURITIES, SUCH AS NOTES AND WARRANTS, UNLESS THE CONTEXT SUGGESTS OTHERWISE, THE FIGURES IN THIS STATEMENT ARE SHOWN ON AN AS CONVERTED AND AS EXERCISED BASIS AND THE TERM SHARES INCLUDES CONVERTIBLE SECURITIES, NOTES AND WARRANTS. SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Israel Infinity Venture Capital (Corporate General Partner) Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Island - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,249,672 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,249,672 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,672 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.62%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 384,514 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 2 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Infinity I Annex Fund (General Partner) Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 7,973,023 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 7,973,023 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,973,023 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.94%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 2,453,238 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 3 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FBR Infinity II Venture Partners Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 13,812,983 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 13,812,983 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 13,812,983 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.83%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 4,300,501 Shares and debentures convertible into 1,309,156 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 4 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clal Venture Capital Fund Management Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 645,291 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 645,291 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 645,291 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.32% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 50,944 Shares and notes convertible into 594,347 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 5 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clal Industries and Investments Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 32,313,528 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 32,313,528 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,313,528 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.97%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,564,535 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 1,725,152 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 6 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Clalit Finance and Investments Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 82,406 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 82,406 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,406 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 25,356 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 7 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON RDC Rafael Development Corporation Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 789,497 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 789,497 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 789,427 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 62,330 Shares and notes convertible into 727,167 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 8 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Elron Electronic Industries Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,073,566 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,073,566 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,073,566 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.53% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 84,756 Shares and notes convertible into 988,810 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 9 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ECI Telecom Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 353,485 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 353,485 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 353,485 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.17% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 27,907 Shares and notes convertible into 325,578 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. See Item 5. 10 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Discount Investment Corporation Ltd. ("DIC") - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 1,995,193 * OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 1,995,193 * - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,995,193 * - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.99% - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 157,516 Shares and notes convertible into 1,837,677 Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 11 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IDB Development Corporation Ltd. ("IDB Development") - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not Applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 8,821,250 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, 54,938 Shares (the "CIEH Shares") beneficially owned by a wholly owned subsidiary of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development, for its own account. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 12 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON IDB Holding Corporation Ltd. - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,753,307 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, the CIEH Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 13 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nochi Dankner - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,753,307 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, the CIEH Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 14 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Shelly Bergman - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,753,307 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, the CIEH Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 15 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ruth Manor - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,753,307 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, the CIEH Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 16 SCHEDULE 13D CUSIP NO. 913347 10 0 - -------------------------------------------------------------------------------- 1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Avraham Livnat - -------------------------------------------------------------------------------- 2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [X] - -------------------------------------------------------------------------------- 3) SEC USE ONLY - -------------------------------------------------------------------------------- 4) SOURCE OF FUNDS Not applicable - -------------------------------------------------------------------------------- 5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] - -------------------------------------------------------------------------------- 6) CITIZENSHIP OR PLACE OF ORGANIZATION Israel - -------------------------------------------------------------------------------- 7) SOLE VOTING POWER 0 NUMBER OF ------------------------------------------------------------- SHARES 8) SHARED VOTING POWER BENEFICIALLY 34,147,516* OWNED BY ------------------------------------------------------------- EACH 9) SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH ------------------------------------------------------------- 10) SHARED DISPOSITIVE POWER 34,147,516* - -------------------------------------------------------------------------------- 11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,147,516* - -------------------------------------------------------------------------------- 12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.88%** - -------------------------------------------------------------------------------- 14) TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * Includes warrants exercisable into 9,753,307 Shares, debentures convertible into 1,309,156 Shares and notes convertible into 3,237,251 Shares. The 34,147,516 Shares include, among others, the CIEH Shares. ** Based on 202,328,480 Shares outstanding (on an as converted basis) as of August 20, 2007. 17 This Amendment No. 2 amends and supplements the Statement on Schedule 13D, as amended (the "Statement") in respect of the shares of Common Stock, par value $0.001 per share (the "Shares"), of Unity Wireless Corporation (the "Issuer"), filed by Israel Infinity Venture Capital (Corporate General Partner) Ltd., Infinity I Annex Fund (General Partner) Ltd., FBR Infinity II Venture Partners Ltd., Clal Venture Capital Fund Management Ltd., Clal Industries and Investments Ltd., Clalit Finance and Investments Ltd., RDC Rafael Development Corporation Ltd., Elron Electronic Industries Ltd., ECI Telecom Ltd., Discount Investment Corporation Ltd., IDB Development Corporation Ltd., IDB Holding Corporation Ltd., Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat (collectively, the "Reporting Persons"), with the Securities and Exchange Commission. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Statement. The following amends and supplements Items 2, 3, 4, 5, 6 and 7 of the Statement. ITEM 2. IDENTITY AND BACKGROUND. The third paragraph of Section 5 in Item 2 of the Statement is hereby amended and replaced in its entirety by the following: Clal Industries and Koor (as defined below) beneficially own approximately 13% and 28% of the outstanding ordinary shares of ECI (as defined below), respectively, and have entered into an agreement regarding, among other things, the voting of their ECI shares. By reason of Clal Industries' interest in ECI, Clal Industries may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares directly owned by ECI. Both Koor and Clal Industries have agreed to sell all of their shareholdings in ECI. The closing of this sale is due shortly. Sections 7, 8, and 11, 12 and 13 in Item 2 of the Statement are hereby amended and replaced in their entirety by the following: (7) RDC Rafael Development Corporation Ltd. is an Israeli company ("RDC"), with its principal office at Building 7b, Industrial Area, Yoqneam 20692, Israel. RDC is engaged in the establishment and development of technology companies for the commercial non-military application of technologies developed by Rafael Armament Development Authority Ltd. RDC owns the Shares directly. DEP Technology Holdings Ltd., an Israeli company ("DEP") and a wholly owned subsidiary of Elron (as defined below), holds 50.1% of the voting power of RDC. (8) Elron Electronic Industries Ltd. is an Israeli public company ("Elron"), with its principal office at the Triangular Tower, 42nd Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Elron is a high technology operational holding company, and is engaged through affiliates with a group of high technology operating companies in the fields of medical devices, information and communications technology, clean technology and semiconductors. The outstanding shares of Elron are traded on the NASDAQ Global Select Market and on the Tel Aviv Stock Exchange. DIC (as defined below) beneficially owns approximately 48.6% of the outstanding shares of Elron. By reason of Elron's interest in DEP which in turns holds 50.1% of the voting power of RDC, Elron may be deemed beneficial owner of, and to share the power to vote and dispose of, the Shares owned by RDC. The second paragraph of Section 10 in Item 2 of the Statement is hereby amended and replaced in its entirety by the following: DIC owns the Shares directly and by reason of its ownership interest in Elron, may be deemed beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by Elron. In addition, DIC and IDB Development (as defined below) own approximately 45.1% and 9.8% of the outstanding ordinary shares of Koor Industries Ltd., an Israeli public company ("Koor"), respectively. Koor and Clal Industries beneficially own approximately 28% and 13% of the outstanding ordinary shares of ECI, respectively. By reason of DIC's interest in ECI (through Koor), DIC may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares directly owned by ECI. Both Koor and Clal Industries have agreed to sell all of their shareholdings in ECI. The closing of this sale is due shortly. 18 Sections 11, 12 and 13 in Item 2 of the Statement are hereby amended and replaced in their entirety by the following: (11) IDB Development Corporation Ltd. is an Israeli public company ("IDB Development"), with its principal office at the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Development is an investment company, which, through subsidiaries invests in companies engaged in various sectors of the Israeli economy. The outstanding shares of IDB Development are listed for trading on the Tel Aviv Stock Exchange. IDB Development owns the Shares directly and through its wholly owned subsidiary, Clalit Finance. In addition, IDB Development owns the majority of the outstanding shares of, and controls, Clal Industries and DIC. By reason of IDB Development's control of Clal Industries and DIC, IDB Development may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by Clal Industries and DIC. (12) IDB Holding Corporation Ltd. is an Israeli public company ("IDB Holding"), with its principal office at the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. IDB Holding is an investment company that, through subsidiaries invests in companies engaged in various sectors of the Israeli economy. The outstanding shares of IDB Holding are listed for trading on the Tel Aviv Stock Exchange. IDB Holding owns the majority of the outstanding shares of, and controls, IDB Development. By reason of IDB Holding's control of IDB Development, IDB Holding may be deemed beneficial owner of, and to share the power to vote and dispose of, the Shares owned beneficially by IDB Development. (13) Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel. His present principal occupation is Chairman and Chief Executive Officer of IDB Holding; Chairman of IDB Development, DIC and Clal Industries; director of companies. Paragraphs 1, 3 and 4 following Section 16 of Item 2 of the Statement is hereby amended and replaced in its entirety by the following: Nochi Dankner (together with a private company controlled by him) and his sister Shelly Bergman control Ganden Holdings Ltd. ("Ganden Holdings"), a private Israeli company. Ganden Holdings owns, as of September 20, 2007, approximately 49.2% of the outstanding shares of IDB Holding (of which, approximately 11.5% of the outstanding shares of IDB Holding are held directly and approximately 37.7% of the outstanding shares of IDB Holding are held through Ganden Investments I.D.B. Ltd. ("Ganden"), a private Israeli company, which is an indirect wholly owned subsidiary of Ganden Holdings). In addition, Shelly Bergman holds, through a wholly owned company, approximately 7.2% of the outstanding shares of IDB Holding. Ruth Manor controls Manor Holdings B.A. Ltd. ("Manor Holdings"), a private Israeli company which owns, as of September 20, 2007, approximately 11.5% of the outstanding shares of IDB Holding (of which, approximately 1.15% are held directly and approximately 10.34% of the outstanding shares of IDB Holding are held through Manor Investments - IDB Ltd. ("Manor"), a private Israeli company which is controlled by Manor Holdings). Manor also holds directly approximately 0.32% of the outstanding shares of IDB Development. Ruth Manor's husband, Isaac Manor, and their son, Dori Manor, are directors of IDB Holding and IDB Development. 19 Avraham Livnat controls Avraham Livnat Ltd., a private Israeli company, which owns, as of September 20, 2007, approximately 11.5% of the outstanding shares of IDB Holding (of which, approximately 1.17% are held directly and approximately 10.34% of the outstanding shares of IDB Holding are held through Avraham Livnat Investments (2002) Ltd. ("Livnat"), a private Israeli company, which is a wholly owned subsidiary of Avraham Livnat Ltd.). Zvi Livnat, a son of Avraham Livnat, is a director of IDB Holding and IDB Development and Shay Livnat, a son of Avraham Livnat, is a director of IDB Development. ITEM 4. PURPOSE OF TRANSACTION. The third paragraph in Item 2 of the Statement is hereby amended and replaced in its entirety by the following: The Notes, which matured on June 12, 2007, have a conversion price of $0.25 per Share, subject to adjustments. Under the terms of the Notes, the Issuer is not required to make payments to the holders of Notes for as long as such payment is prohibited under the terms of an agreement between the Issuer and Bank HaPoalim, dated June 8, 2006 (the "Bank Agreement"). Pursuant to the Bank Agreement, the Notes beneficially held by the Reporting Persons are currently convertible into Shares. Also, see Item 6 which is incorporated herein by reference. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a), (b) Percentages are based on 202,328,480 Shares outstanding (on an as converted basis), consisting of 168,180,964 Shares outstanding as of August 20, 2007, based on the Issuer's Form 10QSB filed with the SEC on August 20, 2007, and the 34,147,516 Shares (on an as converted and as exercised basis) beneficially owned by the Reporting Persons (in the aggregate). As of September 20, 2007: (1) Infinity I GP is the beneficial owner of 1,249,672 Shares (including Celletra Warrants exercisable into 384,514 Shares) owned by the Infinity I Funds, representing approximately 0.62% of the Shares outstanding (on an as converted basis). (2) Infinity Annex GP is the beneficial owner of 7,973,023 Shares (including Celletra Warrants exercisable into 2,453,238 Shares) owned by the Infinity Annex Fund, representing approximately 3.94% of the Shares outstanding (on an as converted basis). (3) Infinity II GP is the beneficial owner of 13,812,983 Shares (including Celletra Warrants and December Warrants exercisable into an aggregate of 4,300,501 Shares) owned by the Infinity II Funds, representing approximately 6.83% of the Shares outstanding (on an as converted basis). By reason of the relationships among Infinity I LP, Infinity I GP, Infinity Annex GP, Infinity II LP and Infinity II GP (together, the "Infinity Group"), demonstrated by (1) the overlapping directors and partners of the Infinity Funds and (2) their agreement in connection with the designation of directors to the Board of Directors of the Issuer as described in Item 4 above, they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Exchange Act. Consequently, the Infinity Group may be deemed to be the beneficial owners, and to share the power to vote and dispose of, 23,035,678 Shares owned in the aggregate by the Infinity Funds (as described in clauses (1) through (3) above) (the "Infinity Shares"), representing approximately 11.38% of the Shares outstanding (on an as converted basis). Each of these Reporting Persons disclaims the existence of such Infinity Group and disclaims beneficial ownership of all of the Shares, other than those reported hereinabove as being beneficially owned by such Reporting Person. (4) CVCM is the beneficial owner, and shares with Clal Industries the power to vote and dispose of, 645,291 Shares (including Avantry Warrants exercisable into 50,944 Shares and Notes convertible into 594,347 Shares) owned by CVC, representing approximately 0.32% of the Shares outstanding (on an as converted basis). 20 (5) Clal Industries is the beneficial owner, and shares with ECI and CVCM the power to vote and dispose of, 9,277,850 Shares (including Celletra Warrants exercisable into 2,278,412 Shares, Avantry Warrants exercisable into 147,870 Shares and Notes convertible into 1,725,152 Shares) owned in the aggregate by Clal Industries (including its wholly owned subsidiary, Clal Electronics), ECI and CVC, representing approximately 4.58%, of the Shares outstanding (on an as converted basis). Clal Industries disclaims beneficial ownership of the ECI Shares. By reason of the interests of Clal Industries in the Infinity Funds as described in Item 2 of the Statement and the agreement in connection with the designation of directors to the Board of Directors of the Issuer as described in Item 4 of the Statement, it may be deemed to control the Infinity Group. Consequently, Clal Industries may be deemed to be the beneficial owner, and to share with CVCM and the Infinity Group the power to vote and dispose of 32,313,528 Shares owned in the aggregate by Clal Industries, Clal Electronics, ECI, CVC and the Infinity Funds, representing approximately 15.97% of the Shares outstanding (on an as converted basis). Clal Industries disclaims the existence of a "group" within the meaning of Section 13(d)(3) of the Exchange Act and disclaims beneficial ownership of the Infinity Shares. (6) Clalit Finance is the beneficial owner, and shares with IDB Development the power to vote 82,406 Shares and the power to dispose of 25,368 Shares (including Celletra Warrants exercisable into 25,356 Shares) owned by Clalit Finance, representing approximately 0.04% of the Shares outstanding (on an as converted basis). (7) RDC is the beneficial owner, and shares with Elron and DIC the power to vote and dispose, of the 789,497 Shares (including Avantry Warrants exercisable into 62,330 Shares and Notes convertible into 727,167 Shares) owned by RDC, representing approximately 0.4% of the Shares outstanding (on an as converted basis). (8) Elron is the beneficial owner, and shares with RDC and DIC the power to vote and dispose, of the 1,073,566 Shares (including Avantry Warrants exercisable into 84,756 Shares and Notes convertible into 988,810 Shares) owned in the aggregate by Elron and RDC, representing approximately 0.53% of the Shares outstanding (on an as converted basis). (9) ECI is the beneficial owner, and may be deemed to share with DIC and Clal Industries the power to vote and dispose, of the 353,485 Shares (including Avantry Warrants exercisable into 27,907 Shares and Notes convertible into 325,578 Shares) owned by ECI (the "ECI Shares"), representing approximately 0.17% of the Shares outstanding (on an as converted basis). (10) DIC is the beneficial owner, and may be deemed to share with Elron and ECI the power to vote and dispose of, 1,995,193 Shares (including Avantry Warrants exercisable into 157,516 Shares and notes convertible into 1,837,677 Shares) owned in the aggregate by DIC and beneficially owned by Elron and ECI, representing approximately 0.99% of the Shares outstanding (on an as converted basis). DIC disclaims beneficial ownership of the ECI Shares. (11) IDB Development is the beneficial owner, and may be deemed to share with DIC and Clal Industries the power to vote and dispose of, 34,147,516 Shares owned in the aggregate by IDB Development (including its wholly owned subsidiary, Clalit Finance) and beneficially owned by DIC and Clal Industries (including the Infinity Shares), representing approximately 16.88% of the Shares outstanding (on an as converted basis). IDB Development may also be deemed to share the power to vote and dispose of the 54,938 Shares (including Celletra Warrants exercisable into 16,904 Shares) held by Clal Insurance Enterprises Holdings Ltd. and its wholly owned subsidiary (the "CIEH Shares"), for a total of 34,147,516 Shares (including Celletra Warrants exercisable into 8,821,250 Shares, Avantry Warrants exercisable into 277,479 Shares, Avantry Notes convertible into 3,237,251 Shares, Debentures convertible into 1,309,156 Shares and December Warrants exercisable into 654,578 Shares) in the aggregate, representing approximately 16.88% of the Shares outstanding (on an as converted basis). IDB Development disclaims beneficial ownership of all Shares other than the Shares owned by IDB Development and its wholly owned subsidiary Clalit Finance. 21 (12) IDB Holding and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the 34,147,516 Shares beneficially owned by IDB Development, representing approximately 16.88% of the Shares outstanding (on an as converted basis). IDB Holding and the Reporting Persons who are natural persons disclaim beneficial ownership of these shares. Information provided to the Reporting Person indicates that the persons named in Schedules A through J to the Statement did not beneficially own as of September 20, 2007 any Shares. (c) The Reporting Persons have not effected any transactions in the Shares in the past 60 days ending on September 20, 2007, except as set forth above. Information provided to the Reporting Persons indicates that none of the persons named in Schedules A through J to the Statement purchased or sold during the last 60 days ending on September 20, 2007, any Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On September 20, 2007, Clal Industries, Clal Electronics and CVCM (collectively, the "Sellers") entered into a Sale and Transfer Agreement (the "Purchase Agreement"), whereby the Sellers agreed to sell to Infinity-NSF Fund, L.P., a Cayman Islands exempted limited partnership, all of their securities of the Issuer, consisting of 5,126,416 Shares, Celletra Warrants to purchase 2,278,412 Shares, Avantry Warrants to purchase 119,963 Shares and Notes in the principal amount of $349,893.48 for an aggregate purchase price of $100,000, subject to adjustments specified in the Purchase Agreement. Infinity-NSF is a venture capital fund. Its general partner is Infinity-NSF Partners Ltd., a Cayman Islands exempted company. Messrs. Amir Gal Or and Avishai Silvershatz, partners in Infinity, have an equity interest in, and serve on the board of directors of, Infinity-NSF Partners Ltd. The closing of the Purchase Agreement is subject to customary closing conditions. THE FOREGOING DESCRIPTION OF THE PURCHASE AGREEMENT DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO, AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, THE PROVISIONS OF THE PURCHASE AGREEMENT FILED AS EXHIBIT 1 HERETO. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Schedule A-J: Name, citizenship, residence or business address and present principal occupation of the directors and executive officers (or managing partners, as applicable) of Infinity I GP, Infinity Annex GP and Infinity II GP, CVCM, Clal Industries, Clalit Finance, RDC, Elron, ECI, DIC, IDB Development and IDB Holding Exhibit 1 Sale and Transfer Agreement, dated September 20, 2007 22 SIGNATURES After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 25, 2007 Israel Infinity Venture Capital (Corporate General Partner) Ltd. Infinity I Annex Fund (General Partner) Ltd. FBR Infinity II Venture Partners Ltd. Clal Venture Capital Fund Management Ltd. Clal Industries and Investments Ltd. Clalit Finance and Investments Ltd. RDC Rafael Development Corporation Ltd. Elron Electronic Industries Ltd. ECI Telecom Ltd. Discount Investment Corporation Ltd. IDB Development Corporation Ltd. IDB Holding Corporation Ltd. Mr. Nochi Dankner Mrs. Shelly Bergman Mrs. Ruth Manor Mr. Avraham Livnat BY: CLAL INDUSTRIES AND INVESTMENTS LTD. BY: /s/ Boaz Simons /s/ Yehuda Ben Ezra --------------------------------------- Boaz Simons and Yehuda Ben Ezra, authorized signatories of Clal Industries and Investments Ltd., for itself and on behalf of the other Reporting Persons pursuant to agreement annexed as Exhibit 1 to the Statement. 23 Schedule A Directors and Executive Officers of Israel Infinity Venture Capital (Corporate General Partner) Ltd. (as of November 24, 2006) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - ----------------------------------------------- --------------------- ---------------------------------------------------- Marshall Butler Director and Venture Capitalist 900 Third Avenue; 33rd Fl Managing Partner New York, NY 10022-4775 USA - ----------------------------------------------- --------------------- ---------------------------------------------------- Dr. Kenneth Rind Director and Investor 80 Columbus Circle, Managing Partner NY, NY 10023 USA - ----------------------------------------------- --------------------- ---------------------------------------------------- Guy Rosen Director Vice President of Clal Industries and Investments 3 Azrieli Center, The Triangular Tower, 45th Ltd. floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Amir Gal-Or Partner Partner in Infinity Venture Capital 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture 3 Azrieli Center, The Triangular Tower, 42nd Officer Capital floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ----------------------------------------------------
24 Directors and Executive Officers of Infinity I Annex Fund (General Partner) Ltd. (as of November 14, 2006) Citizenship is the same as country of address, unless otherwise noted.
- ----------------------------------------------- --------------------- ---------------------------------------------------- NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - ----------------------------------------------- --------------------- ---------------------------------------------------- Marshall Butler Director and Venture Capitalist 900 Third Avenue; 33rd Fl Managing Partner New York, NY 10022-4775 USA - ----------------------------------------------- --------------------- ---------------------------------------------------- Dr. Kenneth Rind Director and Investor 80 Columbus Circle, Managing Partner NY, NY 10023 USA - ----------------------------------------------- --------------------- ---------------------------------------------------- Amir Gal-Or Partner Partner in Infinity Venture Capital 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture 3 Azrieli Center, The Triangular Tower, 42nd Officer Capital floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ----------------------------------------------------
25 Directors and Executive Officers of FBR Infinity II Venture Partners, Ltd. (as of November 14, 2006) Citizenship is the same as country of address, unless otherwise noted.
- ----------------------------------------------- --------------------- ---------------------------------------------------- NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - ----------------------------------------------- --------------------- ---------------------------------------------------- Amir Gal-Or Director and Partner in Infinity Venture Capital 3 Azrieli Center, The Triangular Tower, 42nd Managing Partner floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Edward Wheeler Director President & COO of FBR Investment Management 612 Innsbruck Ave. Great Falls, VA 22066 USA - ----------------------------------------------- --------------------- ---------------------------------------------------- Guy Rosen Director Vice President of Clal Industries and Investments 3 Azrieli Center, The Triangular Tower, 45th Ltd. floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Avishai Silvershatz Managing Partner Partner in Infinity Venture Capital 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ---------------------------------------------------- Ariel Poppel Chief Financial Chief Financial Officer of Infinity Venture 3 Azrieli Center, The Triangular Tower, 42nd Officer Capital floor, Tel-Aviv 67023, Israel - ----------------------------------------------- --------------------- ----------------------------------------------------
26 Schedule B Directors and Executive Officers Of Clal Cla Venture Capital Management Ltd. (as of September 20, 2007) Citizenship is same as country of address, unless otherwise noted. Executive Officers: None.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Yehuda Ben Ezra, Director Comptroller of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Gonen Bieber,* Director Financial Manager of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel
* Dual Citizenship of Israel and the Republic of Germany. 27 Schedule C Directors and Executive Officers Of Clal Industries and Investments Ltd. (as of September 20, 2007) Citizenship is same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Board of Chairman and Chief Executive Officer of IDB 3 Azrieli Center, the Triangular Tower 44th Directors and Co-Chief Holdings; Chairman of IDB Development Clal floor, Tel Aviv 67023, Israel Executive. Industries and Investments Ltd and DIC; director of Companies. Avi Fischer Director Executive Vice President of IDB Holdings; 3 Azrieli Center, the Triangular Tower 45th Deputy Chairman of IDB Development; floor, Tel Aviv 67023, Israel Co-Chief Executive Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building 3 Azrieli Center, the Triangular Tower 44th Corporation Ltd. floor, Tel Aviv 67023, Israel Marc Schimmel* Director Director of UKI Investments 54-56 Euston St., London NW1 U.K. Yecheskel Dovrat Director Economic consultant and director of 1 Nachshon St., Ramat Hasharon, Israel. companies. Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, the Triangular Tower 44th floor, Tel Aviv 67023, Israel Shay Livnat Director President of Zoe Holdings Ltd. 31st HaLechi St., Bnei Brak 51200, Israel David Leviatan Director Director of Companies. 18 Mendele St., Herzeliya, Israel Alicia Rotbard External Director Chief Executive Officer of Doors 6 Rosenblum St. Information Systems Inc. #6101 Sea&Sun, Tel Aviv, Israel Nachum Langental External Director Director of companies 3 Jabotinski St., Ramat Gan, Israel **Isaac Manor Director Chairman of companies in the motor vehicle Director sector of the David Lubinski Ltd. Group. 26 Hagderot St., Savion **Dori Manor Director Chairman of companies in the motor vehicle 18 Hareches St., Savion sector of the David Lubinski Ltd. Group. Adiel Rosenfeld Director Representative in Israel of Aktiva group. 42 Ha'Alon St., Timrat 23840, Israel Zvi Livnat, Co-Chief Executive Co-Chief Executive of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Nitsa Einan, Vice President and General General Counsel of Clal Indistries and 3 Azrieli Center, the Triangular Tower 45th Counsel. Investments Ltd. floor, Tel Aviv 67023, Israel
28
Yehuda Ben Ezra Comptroller. Comptroller of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Gonen Bieber,*** Vice President and Financial Financial Manager of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Manager. Investments Ltd. floor, Tel Aviv 67023, Israel Guy Rosen, Vice President Vice President of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel Boaz Simons, Vice President Vice President of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel lan Amit, Internal Auditor Internal Auditor of Clal Industries and 3 Azrieli Center, the Triangular Tower 45th Investments Ltd. floor, Tel Aviv 67023, Israel
* British Citizenship ** Israeli and French Citizenship *** Dual Citizenship of Israel and the Republic of Germany. 29 Schedule D Directors and Executive Officers Of CLALIT FINANCE & INVESTMENTS LTD. (as of September 23, 2007) Executive Officers: None
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Haim Tabouch Director Vice President and Comptroller of IDB 3 Azrieli Center, The Triangular Tower, Development; Comptroller of IDB Holding 45th floor, Tel-Aviv 67023, Israel
30 Schedule E Directors and Executive Officers of RDC RAFAEL DEVELOPMENT CORPORATION LTD. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Arie Mintekevich Chairman of the Chairman of Elron. 3 Azrieli Center, The Triangular Tower, 44th Board of Directors floor, Tel-Aviv 67023, Israel Raanan Cohen Director CEO of Koor. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Avishai Friedman Director Chief Executive Officer of RDC. Yoqneam Industrial Park, Building 7, Yoqneam 20600, Israel David Vaish Director Vice President for Finance & Chief Financial Rafael, Haifa, Israel Officer of Rafael Armament Development Authority Ltd. Yedidya Yaari Director President & Chief Executive Officer of Rafael Rafael, Haifa, Israel Armament Development Authority Ltd. Doron Birger Director President & Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Rinat Remler Director Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Director Vice President of Elron. 3 Azrieli Center, The Triangular Tower 42nd floor, Tel-Aviv 67023, Israel Luva Drori Director Corporate Vice President, Business Development & Rafael, Haifa, Israel Marketing of Rafael Armament Development Authority Ltd. Moshe Meir (Miara) Director Director, Subsidiary Companies of Rafael Armament Rafael, Haifa, Israel Development Authority Ltd. Ofir Gomeh Chief Financial Chief Financial Officer of RDC. Yoqneam Industrial Park, Building 7, Yoqneam Officer 20600, Israel
31 Schedule F Directors and Executive Officers o f ELRON ELECTRONIC INDUSTRIES LTD. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Arie Mientkavich Chairman of the Chairman of Elron; Deputy Chairman of Gazit 3 Azrieli Center, The Triangular Tower, 42nd Board of Directors Globe Ltd and Chairman of Gazit Globe Israel floor, Tel-Aviv 67023, Israel (Development) Ltd Ami Erel Director President & Chief Executive Officer of DIC; Chief 3 Azrieli Center, The Triangular Tower, 44th Executive Officer of NetVision Ltd. floor, Tel-Aviv 67023, Israel Avraham Asheri Director Director of companies 12 Yoshpe Street, Apt. 7, Mevasseret Zion 90805, Israel Prof. Yair Be'ery Director Professor - Department of Electrical Engineering, 6 Sweden Street, Tel Aviv University. Petah Tikva 49317, Israel Yaacov Goldman External Director Director of companies 39 Nachlieli Street, Hod Hasharon 45355, Israel Prof. Gabriel Barbash Director Director General of the Tel Aviv 14 Zisman Street, Sourasky Medical Center. Ramat Gan 52521, Israel Nochi Dankner Director Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of companies. Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Ari Bronshtein Director Vice President of DIC 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Arie Ovadia Director Advisor and Director of companies Harav Amiel 10, Tel Aviv, 62223, Israel
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Amos Shapira Director Chief Executive Officer of Cellcom Israel Ltd. Hagavish Street Industrial Zone, Poleg, Netanya 42140, Israel Tida Shamir Director Attorney 3a Jabotinsky Street Ramat Gan 52520 Doron Birger President and Chief President and Chief Executive Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Executive Officer floor, Tel-Aviv 67023, Israel Moshe Fourier Vice President and Vice President and Chief Technology Officer of 3 Azrieli Center, The Triangular Tower, 42nd Chief Technology Elron. floor, Tel-Aviv 67023, Israel Officer Rinat Remler Vice President, Vice President, Chief Financial Officer of Elron. 3 Azrieli Center, The Triangular Tower, 42nd Chief Financial floor, Tel-Aviv 67023, Israel Officer Assaf Topaz Vice President Vice President of Elron. 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel Yair Cohen Vice President Vice President of Elron 3 Azrieli Center, The Triangular Tower, 42nd floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. 33 Schedule G Directors and Executive Officers o f ECI TELECOM LTD. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Micha Anghel External Director Director, Partner Communications Co. Ltd., 4 Efter Street, PowerDsine Ltd., Scopus Video Networks Ltd. and Tel-Aviv 69362, ISRAEL Syneron Medical Ltd.; Chairman of the Board, Tel- Aviv University Executive Program Raanan Cohen Director Chief Executive Officer of Koor Industries Ltd.; Vice Koor Industries Ltd. President of Discount Investment Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, ISRAEL Eyal Desheh Director Executive Vice President and Chief Financial Officer, Checkpoint Software Technologies Ltd. Checkpoint Software Technologies Ltd. 3a' Jabotinsky Street, 24th floor Ramat-Gan 52520, ISRAEL Shlomo Dovrat Chairman of the Board Chairman of the Board of ECI; Founder and General Carmel Ventures Software Fund Partner, Carmel Software Funds and Carmel Ventures L.P. Delta House 16 Abba Eban Ave., 1st floor Herzliya 46725, ISRAEL Yochi Dvir External Director Director, Menorah Insurance Company Ltd. (Chairman 15 Amirim Street Audit and Investment Committees), Strauss-Elite Ltd. Tel-Aviv, ISRAEL (Chairman Financial, Audit and Remuneration Committees), Israel Corporation Ltd. (Chairman Audit Committee), Trendline Busienss Information & Communications Ltd. (Chairman Audit Committee); Private Business Consultant; Va'Ad Hapoel Haifa University (Chairman Investment Committee) Craig Ehrlich Director Chairman, GSM Association Asia Pacific Center 8 Wyndham Street, Room 701 Central Hong Kong SAR CHINA (CITIZENSHIP - USA) Avi Fischer Director Executive Vice President of IDB Holding Corporation 3 Azrieli Center, Ltd.; Deputy Chairman, IDB Development Corporation The Triangular Tower, 45th floor, Ltd.; Co-Chief Executive Officer, Clal Industries and Tel-Aviv 67023, ISRAEL Investments Ltd. Colin Green Director Former Group Commercial Director and Secretary, British 9 St. Leonard's Road Telecommunications plc. Surbiton, Surrey KT6 4DE UNITED KINGDOM Jonathan Kolber Director Chairman of the Board, Koor Industries Ltd. Koor Industries Ltd. 3 Azrieli Center Triangular Tower Tel-Aviv 67023, ISRAEL Niel Ransom Director Former Chief Technology Officer, Alcatel Ransomshire Associates, Inc. 400 Wellspring Farms Lane Rolesville NC 27571 U.S.A Casimir Skrzypczak Director Former Senior Vice President - Customer Advocacy at Cisco 90 Oxford Road Systems, Inc. Rockville Center New York 11570 U.S.A. Gerd Tenzer Director Former Deputy Chairman of the Board of Management, Lindenweg 8 Deutsche Telekom AG D53545 Linz am Rhein GERMANY
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Itzik Zion ECI Telecom Ltd. Executive Vice President Executive Vice President and Chief Financial Officer, 30 HaSivim Street and Chief Financial Officer ECI Telecom Ltd. Petach Tikva 49517 ISRAEL Avi Cohen Executive Vice President Executive Vice President and Chief Operating Officer, ECI Telecom Ltd. and Chief Operating Officer ECI Telecom Ltd. 30 HaSivim Street Petach Tikva 49517 ISRAEL Ido Gur Executive Vice President, Executive Vice President, Global Sales and Marketing, ECI Telecom Ltd. Global Sales and Marketing ECI Telecom Ltd. 30 HaSivim Street Petach Tikva 49517 ISRAEL Atzmon Lifshitz Corporate Vice President, Corporate Vice President, Human Resources, ECI Telecom Ltd. ECI Telecom Ltd. Human Resources 30 HaSivim Street Petach Tikva 49517 ISRAEL Rafi Maor President and Chief President and Chief Executive Officer, ECI Telecom Ltd. ECI Telecom Ltd. Executive Officer 30 HaSivim Street Petach Tikva 49517 ISRAEL Dror Nahumi Executive Vice President Executive Vice President and Chief Strategy Officer, ECI Telecom Ltd. and Chief Strategy Officer ECI Telecom Ltd. 30 HaSivim Street Petach Tikva 49517 ISRAEL Amnon Shachar Corporate Vice President, Corporate Vice President, Global Resources, ECI Telecom Ltd. ECI Telecom Ltd. Global Resources 30 HaSivim Street Petach Tikva 49517 ISRAEL Eyal Shaked Executive Vice President Executive Vice President and General Manager, Optical ECI Telecom Ltd. and General Manager, Networks Division, ECI Telecom Ltd. 30 HaSivim Street Optical Networks Petach Tikva 49517 ISRAEL Anthony Scarfo Executive Vice President Executive Vice President and General Manager, Data ECI Telecom DND, Inc. and General Manager, Data Networking Division, ECI Telecom Ltd. Omega Corporate Center Networking 1300 Omega Drive Pittsburgh, PA 15205 U.S.A.
35 Schedule H Directors and Executive Officers o f DISCOUNT INVESTMENT CORPORATION LTD. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel Clal Industries and Investments Ltd.; Director of companies. Zehava Dankner Director Member of the executive committee of the 64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council. Zvi Livnat Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Avi Fischer Director Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building Corporation Ltd. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Gideon Lahav Director Director of companies. 124 Ehad Ha-Am Street, Tel-Aviv 65208, Israel Moshe Arad External Director Director of companies. 14 Shay Agnon Street, Jerusalem 92586, Israel Gideon Dover External Director Chief Executive Officer and director of Dover 11 Hamaalot Street, Herzlia B 46583, Israel Medical and Scientific Equipment Ltd. Niv Ahituv, Prof. External Director Professor in the faculty of business management, Business Management Faculty, Recanati Tel Aviv University Building, Tel Aviv University, Tel Aviv 69978, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group. Dori Manor (*) Director Chief Executive Officer of companies in the motor 17, KEREM HAZEITIM STREET, SAVION 56536, vehicle sector of the David Lubinski Ltd. group. ISRAEL Adiel Rosenfeld Director Representative in Israel of the Aktiva group. 42 Ha'Alon Street, Timrat 23840, Israel
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Ami Erel President and Chief President and Chief Executive Officer of DIC. 3 Azrieli Center, The Triangular Tower, 44th Executive Officer floor, Tel-Aviv 67023, Israel Oren Lieder Senior Vice Senior Vice President and Chief Financial Officer 3 Azrieli Center, The Triangular Tower, 44th President and Chief of DIC. floor, Tel-Aviv 67023, Israel Financial Officer Raanan Cohen Vice President Vice President of DIC; Chief Executive Officer of 3 Azrieli Center, The Triangular Tower, 44th Koor Industries Ltd. floor, Tel-Aviv 67023, Israel Ari Bronshtein Vice President Vice President of DIC. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Michel Dahan Vice President and Vice President and Comptroller of DIC. 3 Azrieli Center, The Triangular Tower, 44th Comptroller floor, Tel-Aviv 67023, Israel Itzhak Ravid, CPA Internal Auditor Managing Partner of Raveh-Ravid & Co., Accountants 32 A HaBarzel St. Tel Aviv 69710
(*) Dual citizen of Israel and France 37 Schedule I Directors and Executive Officers of IDB Development Corporation Ltd. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and Clal floor, Tel-Aviv 67023, Israel Industries and Investments Ltd.; Director of companies. Zehava Dankner Director Member of the executive committee of the Beautiful 64 Pinkas Street, Tel Aviv 62157, Israel Israel Council. Avi Fischer Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Zvi Livnat Deputy Chairman of Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th the Board of Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Directors Officer of Clal Industries and Investments Ltd. Refael Bisker Director Chairman of Property and Building Corporation Ltd.; 3 Azrieli Center, The Triangular Tower, 44th Chairman of Super-sol Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 9HD, United Kingdom Shay Livnat Director President of Zoe Holdings Ltd. 26 Shalva Street, Herzlia Pituach 46705, Israel Eliahu Cohen Director and Chief Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower 44th Executive Officer floor, Tel-Aviv 67023, Israel Isaac Manor (*) Director Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel of the David Lubinski Ltd. group. Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Abraham Ben Joseph Director Director of companies. 87 Haim Levanon Street, Tel-Aviv 69345, Israel
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Amos Malka External Director Chairman of Albar Mimunit Services Ltd. 18 Nahal Soreq Street, Modi'in 71700, Israel Dr. Yoram Margalioth External Director Senior lecturer (expert on tax laws) at the 16 Ha'efroni Street, Raanana 43724, Faculty of Law in the Tel Aviv University. Israel Irit Izakson Director Director of companies. 15 Great Matityahou Cohen Street, Tel-Aviv 62268, Israel Lior Hannes Senior Executive Senior Executive Vice President of IDB Development; 3 Azrieli Center, The Triangular Tower, 44th Vice President Chief Executive Officer of IDB Investments (U.K.) Ltd. floor, Tel-Aviv 67023, Israel Dr. Eyal Solganik Executive Vice Executive Vice President and Chief Financial 3 Azrieli Center, The Triangular Tower, 44th President and Chief Officer of IDB Development; Chief Financial floor, Tel-Aviv 67023, Israel Financial Officer Officer of IDB Holding. Ari Raved Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Gavrieli Vice President Vice President of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Haim Tabouch Vice President and Vice President and Comptroller of IDB Development; 3 Azrieli Center, The Triangular Tower, 44th Comptroller Comptroller of IDB Holding. floor, Tel-Aviv 67023, Israel Inbal Tzion Vice President and Vice President and Corporate Secretary of IDB 3 Azrieli Center, The Triangular Tower, 44th Corporate Secretary Development; Corporate Secretary of IDB Holding. floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. 39 Schedule J Directors and Executive Officers of IDB Holding Corporation Ltd. (as of September 20, 2007) Citizenship is the same as country of address, unless otherwise noted.
NAME & ADDRESS POSITION CURRENT PRINCIPAL OCCUPATION - -------------- -------- ---------------------------- Nochi Dankner Chairman of the Chairman and Chief Executive Officer of IDB 3 Azrieli Center, The Triangular Tower, 44th Board of Directors Holding; Chairman of IDB Development, DIC and floor, Tel-Aviv 67023, Israel and Chief Executive Clal Industries and Investments Ltd.; Director of Officer companies. Isaac Manor (*) Deputy Chairman of Chairman of companies in the motor vehicle sector 26 Hagderot Street, Savion 56526, Israel the Board of of the David Lubinski Ltd. group. Directors Arie Mientkavich Vice Chairman of Chairman of Elron; Chairman of Clal Tourism Ltd.; Deputy 14 Betzalel Street, the Board of Chairman of Gazit-Globe Israel (Development) Ltd. Jerusalem 94591,Israel Directors Zehava Dankner Director Member of the executive committee of the 64 Pinkas Street, Tel Aviv 62157, Israel Beautiful Israel Council. Lior Hannes Director Senior Executive Vice President of IDB Development; 3 Azrieli Center, The Triangular Tower, 44th Chief Executive Officer of IDB Investments (U.K.) Ltd. floor, Tel-Aviv 67023, Israel Refael Bisker Director Chairman of Property and Building Corporation Ltd.; 3 Azrieli Center, The Triangular Tower, 44th Chairman of Super-sol Ltd. floor, Tel-Aviv 67023, Israel Jacob Schimmel Director Director of UKI Investments. 17 High field Gardens, London W11 9HD, United Kingdom Shaul Ben-Zeev Director Chief Executive Officer of Avraham Livnat Ltd. Taavura Junction, Ramle 72102, Israel Eliahu Cohen Director Chief Executive Officer of IDB Development. 3 Azrieli Center, The Triangular Tower, 44th floor, Tel-Aviv 67023, Israel Dori Manor (*) Director Chief Executive Officer of companies in the motor 18 Hareches Street, Savion 56538, Israel vehicle sector of the David Lubinski Ltd. group. Meir Rosenne Director Attorney. 8 Oppenheimer Street, Ramat Aviv, Tel Aviv 69395, Israel Shmuel Lachman External Director Information technology consultant 9A Khilat Jatomir Street, Tel Aviv 69405, Israel
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Zvi Dvoresky External Director Manager of a company involved in the real 12 Ha-rofe Street, estate business Haifa 34366, Israel Zvi Livnat Director and Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th Executive Vice Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel President Officer of Clal Industries and Investments Ltd. Avi Fischer Executive Vice Executive Vice President of IDB Holding; Deputy 3 Azrieli Center, The Triangular Tower, 45th President Chairman of IDB Development; Co-Chief Executive floor, Tel-Aviv 67023, Israel Officer of Clal Industries and Investments Ltd. Dr. Eyal Solganik Chief Financial Chief Financial Officer of IDB Holding; Executive 3 Azrieli Center, The Triangular Tower, 44th Officer Vice President and Chief Financial Officer of IDB floor, Tel-Aviv 67023, Israel Development. Haim Tabouch Comptroller Comptroller of IDB Holding; Vice President and 3 Azrieli Center, The Triangular Tower, 44th Comptroller of IDB Development. floor, Tel-Aviv 67023, Israel
(*) Dual citizen of Israel and France. 41 EX-99 2 exhibit_1.txt Exhibit 1 SALE AND TRANSFER AGREEMENT by and among CLAL INDUSTRIES AND INVESTMENTS LTD. CLAL ELECTRONICS INDUSTRIES LTD. CLAL VENTURE CAPITAL FUND, L.P. and INFINITY-NSF FUND, L.P. dated as of SEPTEMBER 20, 2007 LIST OF EXHIBITS Exhibit A Portfolio Securities. Exhibit B Clal Disclosure Schedule. Exhibit C Partnerhip Disclosure Schedule. SALE AND TRANSFER AGREEMENT This Sale and Transfer Agreement (the "AGREEMENT"), dated as of September 20, 2007, by and among Clal Industries and Investments Ltd., an Israeli company ("CII"), Clal Electronics Industries Ltd., an Israeli company ("CEI"), Clal Venture Capital Fund, L.P., an Israeli Limited Partnership ("CVC," each a "CLAL ENTITY" and collectively, the "CLAL ENTITIES"), and the Infinity-NSF Fund, L.P., a Cayman Islands exempted limited partnership (the "PURCHASER"). Certain capitalized terms used in this Agreement shall have the meanings assigned to them in Article IX hereof. WHEREAS, the Clal Entities, severally and not jointly, own all of the Portfolio Securities as listed on EXHIBIT A and the Clal Entities wish to sell, assign and transfer to the Purchaser all of their right and title in the Portfolio Securities (the "TRANSFER"); and WHEREAS, the Purchaser wishes to be the transferee of the Portfolio Securities for the consideration set forth herein; and WHEREAS, the general partners of CVC and the Purchaser and the board of directors of CII and CEI, have approved, and each of them deems it advisable and in the best interests of its respective shareholders, and partners, as applicable, to consummate the transactions contemplated hereby, all upon the terms and subject to the conditions set forth herein; NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements set forth herein, intending to be legally bound hereby, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE, ASSIGNMENT AND TRANSFER OF ASSETS Section 1.1 PURCHASE AND SALE, ASSIGNMENT AND TRANSFER OF PORTFOLIO SECURITIES. Subject to the terms and conditions of this Agreement each relevant Clal Entity shall, severally and not jointly, sell, convey, assign, transfer and deliver to the Purchaser, and Purchaser shall purchase and acquire from each relevant Clal Entity, all of such Clal Entity's right and title to, and any and all of its interest in, the Approved Portfolio Securities at a Closing occurring in the manner set forth in Section 2.1. The Clal Entities shall, severally and not jointly, promptly provide written notice to the Purchaser with respect to Portfolio Securities that have become Approved Portfolio Securities. All obligations of the Clal Entities under the Agreement shall be several and not joint. Subsequent to the Closing, all capital commitments of each Clal Entity and all of their written undertakings and commitments referenced in the documents listed in Exhibit B hereto in respect of the Transferred Portfolio Company shall be the sole obligation of the Purchaser. Section 1.2 CONSIDERATION FOR TRANSFER OF PORTFOLIO SECURITIES. Subject to the terms and conditions of this Agreement, in consideration for the sale, assignment and transfer to the Purchaser of the Approved Portfolio Securities, the Clal Entities shall receive, or instruct the Purchaser to make payment to CII, at the Closing from the Purchaser the payment of an amount with respect to the transfer of Approved Portfolio Securities as set forth in Exhibit A hereto corresponding to such transferred Approved Portfolio Securities (as set forth on Exhibit A hereto and as adjusted (if necessary) pursuant to paragraphs 1.2(a) and 1.2(b) below, the "ORIGINAL PRICE"), subject to the following adjustments: 1 (a) the Original Price shall be reduced by an amount equal to the sum of (i) total distributions of cash and Marketable Securities received by the Clal Entities as dividends from (but shall not include distributions of the securities, or stock dividends, of Unity Wireless Corporation, a Delaware limited liability company which, for the avoidance of doubt, shall be transferred to the Purchaser and shall not result in an adjustment to the Original Price) or as proceeds from the liquidation, sale or dissolution of the Transferred Portfolio Company after June 18, 2007 through the date of Closing pertaining to the Transferred Portfolio Company; and (ii) in the case of a sale of less than 100% of each share class of Approved Portfolio Securities, as set forth in Exhibit A, from the Clal Entities the amount by which the Original Price is reduced pursuant to such sale; and (b) the Original Price shall be increased by an amount equal to the sum of the capital calls funded by and investments made by the Clal Entities (but only to the extent that such capital calls and investments were disclosed to the Limited Partner on or prior to the Closing) in the Transferred Portfolio Company after June 18, 2007 through the date of Closing pertaining to the Transferred Portfolio Company. The Original Price, as adjusted pursuant to clauses (a) and (b), shall be defined as the "FINAL CONSIDERATION". By virtue of signing this Agreement, CEI and CVC, respectively, hereby (i) agree that at each Closing CII shall receive the portion of the Final Consideration paid in respect of Transferred Portfolio Securities that had been held by CEI or CVC, respectively, and (ii) waive any and all rights and claims against the Partnership and the Limited Partner in connection therewith. ARTICLE II THE CLOSINGS Section 2.1 THE CLOSING. The transfer of Approved Portfolio Securities (the "CLOSING") shall take place on the third Business Day of the month after the month in which Portfolio Securities have become Approved Portfolio Securities, or at such other time as the parties may agree. The Approved Portfolio Securities transferred to the Purchaser at the Closing are hereinafter referred to as "TRANSFERRED PORTFOLIO SECURITIES." Section 2.2 DELIVERIES BY THE CLAL ENTITIES. The relevant Clal Entities shall, severally and not jointly, deliver to the Purchaser the following items in connection with the Closing: copies of (i) duly executed share transfer deeds and/or stock powers providing for the transfer to the Purchaser of the Transferred Portfolio Securities based on the "Number and Class of Shares" column in EXHIBIT A, each such certificate to be duly and validly endorsed in favor of the Purchaser, and (ii) duly adopted resolutions of the board of directors of the Transferred Portfolio Company, to the extent required under the constitutive documents of the Transferred Portfolio Company, approving the transfer of the Transferred Portfolio Securities, or other confirmations of such approval. 2 Section 2.3 DELIVERIES BY THE PURCHASER. At the Closing, the Purchaser shall provide the aggregate portion of the Final Consideration relating to the Transferred Portfolio Securities that were the subject of such Closing as set forth in Exhibit A as provided herein, and shall deliver to the Clal Entities any such documents as are required to be delivered to the Clal Entities pursuant to this Agreement and the Transactions or as reasonably necessary to give effect to the Transactions. ARTICLE III REPRESENTATIONS AND WARRANTIES OF CLAL Except as specifically set forth in the Clal Disclosure Schedule, each Clal Entity represents and warrants, severally and not jointly, that all of the statements contained in this Article III, as related to that entity, are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on such Closing Date. Section 3.1 ORGANIZATION. Such Clal Entity is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite corporate or partnership power and authority to carry on its business as now being conducted. Section 3.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. Such Clal Entity has full corporate or partnership power and authority to execute and deliver this Agreement and to consummate the Transactions as they relate to that Entity. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly authorized by such Clal Entity's Board of Directors or general partner, as applicable, and no other corporate or partnership action on the part of such Clal Entity is necessary to authorize the execution and delivery by such Clal Entity of this Agreement or the consummation of the Transactions. Upon due execution and delivery by such Clal Entity, and, assuming due and valid authorization, execution and delivery hereof by the Purchaser and each other Clal Entity, this Agreement is a valid and binding obligation of such Clal Entity, enforceable against such Clal Entity in accordance with its terms as it relates to that entity except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Section 3.3 GOOD TITLE CONVEYED. Subject to the Transfer Limitations and expressly subject to the Purchaser's representations set forth in Sections 4.4 and 4.5 hereof, the Clal Entities have good, valid and marketable title and all rights and interests to the Portfolio Securities being transferred on the Closing Date, and such Portfolio Securities are not subject to any encumbrances, liens, impairments or the right or claims of any other person. Section 3.4 DISCLOSURES. Except as listed on Exhibit B, no Clal Entity or any Affiliate thereof is party to any agreement, undertaking or arrangement pertaining to the Transferred Portfolio Securities. 3 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER Except as specifically set forth in the Purchaser Disclosure Schedule, the Purchaser represents and warrants that all of the statements contained in this Article IV are true and complete as of the date of this Agreement (or, if made as of a specified date, as of such date), and will be true and complete as of the Closing Date as though made on such Closing Date. Section 4.1 ORGANIZATION. The Purchaser is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite partnership power and authority to carry on its business as now being conducted. Section 4.2 AUTHORIZATION; VALIDITY OF AGREEMENT; NECESSARY ACTION. The Purchaser has full organizational power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the Transactions have been duly authorized by the general partner of the Purchaser, and no other action on the part of Purchaser or its general partner is necessary to authorize the execution and delivery by the Purchaser of this Agreement or the consummation of the Transactions. Upon due execution and delivery by the Purchaser, and, assuming due and valid authorization, execution and delivery hereof by the Clal Entities, this Agreement is a valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general application affecting enforcement of creditors' rights generally and (ii) the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. Section 4.3 KNOWLEDGE AND EXPERIENCE. The Purchaser understands that the Transactions involve substantial risk. In addition, the Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the transactions contemplated by this Agreement. Section 4.4 LIMITATIONS. Without limiting any representation or warranty of the Clal Entities contained herein, the Purchaser understands and agrees that the Transferred Portfolio Securities are transferred "as is" pursuant to the terms of this Agreement and no representations or warranties pertaining thereto have been made to the Purchaser except as may be provided herein. Section 4.5 RESTRICTIONS ON TRANSFER. The Purchaser acknowledges that the Portfolio Securities may be subject to certain restrictions on transfer including, without limitation, first refusal and/or first offer rights, co-sale rights and lock-ups, that the Clal Entities will seek to apply and/or obtain waivers of such rights as provided under the constitutive documents of the Portfolio Company, that the application of such rights may preclude the Clal Entities from transferring all or a portion of the Portfolio Securities to the Purchaser, that the application of co-sale rights may require the Purchaser to acquire interests in the Portfolio Company in addition to the interests of the Clal Entities as set forth in Exhibit A hereto, that the consent of the board of directors of the Portfolio Company may be required in order to effect the transfer of the relevant Clal Entity's holdings in the Portfolio Company and that such restrictions may apply to the transfer of the Transferred Portfolio Securities to the Purchaser as well as the subsequent issuance of interests in the Purchaser (collectively, the "TRANSFER LIMITATIONS"). 4 Section 4.6 FURTHER INFORMATION. The Purchaser acknowledges that it has been given the opportunity to ask such questions of, and receive answers from the Clal Entities concerning the transactions contemplated by this Agreement. Section 4.7 EXCLUDED INFORMATION. The Purchaser acknowledges that, except as expressly stated, it is not relying upon any representations or warranties of the Clal Entities, including as to material non-public information that may be in the possession of the Clal Entities (the "EXCLUDED INFORMATION"). The Purchaser agrees that the Clal Entities shall neither be obligated to disclose any Excluded Information or have any liability to it with respect to any such non-disclosure. The Purchaser hereby waives any and all claims and causes of action now or hereafter arising against the Clal Entities based upon or relating to such non-disclosure and further covenants not to sue the Clal Entities or any of their partners, members, directors, officers, employees, agents or Affiliates for any Damages arising from or relating to such non-disclosure. Except as provided in Section 8.1(b), the Purchaser hereby waives any and all claims and causes of action now or hereafter arising against the Clal Entities in the event that the Portfolio Company cannot be transferred or in any way related to the Transfer Limitations. It is understood and agreed that the Clal Entities do not make any representation or warranty whatsoever with respect to the business, condition (financial or otherwise), properties, prospects, creditworthiness, status or affairs of the Portfolio Company, or with respect to the value or transferability of the Portfolio Securities. ARTICLE V COVENANTS Section 5.1. PRESS RELEASES/ANNOUNCEMENTS. Until the Closing, or the date the Transactions are terminated or abandoned pursuant to Article VII, no party nor any of their respective Affiliates shall issue or cause the publication of any press release or other announcement with respect to this Agreement or the other Transactions without prior consultation with the other parties, PROVIDED THAT, any party thereto may disclose information concerning this Agreement or the Transaction if, in the opinion of its counsel (in its sole discretion), it is necessary, appropriate or advisable to comply with applicable laws, rules or regulations of any regulatory agency or stock exchange applicable to them or their direct or indirect parent companies and further provided that the parties may need to disclose this Agreement in its financial statements and periodic reports to its partners. Without derogating from the foregoing, the initial press release with respect to the Agreement shall be a joint press release acceptable to the parties. Section 5.2. ACTIONS TAKEN BY CLAL. Each Clal Entity agrees to act in accordance with the applicable provisions in the constitutive documents of the Portfolio Company in seeking to satisfy the Transfer Limitations in connection with the transfer of the Portfolio Securities. Purchaser acknowledges and agrees that the Clal Entities will act in accordance with this Section 5.2. Section 5.3. ACTIONS TAKEN BY THE PURCHASER. The Purchaser agrees to cooperate with any reasonable request of any Clal Entity in order to assist it in complying with Section 5.2 hereof. For the avoidance of doubt, Purchaser acknowledges and agrees that, without derogating from its obligations under this Agreement, it shall be obligated to acquire any shares of the Portfolio Company that may be sold by a shareholder thereof in exercising such shareholder's co-sale rights in connection with the Transactions contemplated hereby. 5 ARTICLE VI CONDITIONS Section 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE CLOSING. The respective obligation of each party to effect the Closing shall be subject to the satisfaction at or prior to the date thereof of each of the following conditions: (a) STATUTES; COURT ORDERS. No statute, rule or regulation shall have been enacted or promulgated by any Governmental Entity which prohibits the consummation of the Closing; and there shall be no order or injunction of a court of competent jurisdiction in effect precluding consummation of the Closing. (b) TERMINATION. This Agreement shall not have been terminated in accordance with its terms. (c) COOPERATION. The failure to obtain or deliver the items required to be delivered pursuant to Section 2.2(ii), despite the reasonable efforts of parties to the Transfer, shall not be deemed a default of the Clal Entities party to such Transfer. Section 6.2 CONDITIONS TO OBLIGATIONS OF THE PURCHASER TO EFFECT THE CLOSING. The obligations of the Purchaser to consummate the Closing shall be subject to the satisfaction on or prior to the date thereof each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. All of the representations and warranties of the Clal Entities set forth in this Agreement shall be true and complete in all material respects, in each case as of the date of this Agreement and as of the Closing Date. (b) CLAL DELIVERIES. The Clal Entities shall have delivered to the Purchaser each of the items listed in Section 2.2. The foregoing conditions are for the sole benefit of the Purchaser and may be waived, with the consent of the Limited Partner, by the Purchaser, in whole or in part, at any time and from time to time. The failure by the Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Section 6.3 CONDITIONS TO OBLIGATION OF THE CLAL ENTITIES TO EFFECT THE CLOSING. The obligation of the Clal Entities to consummate a Closing shall be subject to the satisfaction on or prior to the date thereof each of the following conditions: (a) REPRESENTATIONS AND WARRANTIES. All of the representations and warranties of the Purchaser set forth in this Agreement shall be true and complete in all material respects, in each case as of the date of this Agreement and as of the Closing Date; (b) PURCHASER DELIVERIES. The Purchaser shall have delivered to the Clal Entities each of the items listed in Section 2.3. The foregoing conditions are for the sole benefit of the Clal Entities and may be waived by the Clal Entities, in whole or in part, at any time and from time to time in the sole discretion of the Clal Entities. The failure by the Clal Entities at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. 6 ARTICLE VII TERMINATION Section 7.1 TERMINATION. The Transaction may be terminated or abandoned only if and when the Sale and Transfer Agreement among the parties hereto of even date herewith is terminated or abandoned. Section 7.2 EFFECT OF TERMINATION. In the event of the termination or abandonment of the Transactions by any party hereto pursuant to the terms of this Agreement, written notice thereof shall forthwith be given to the other party or parties specifying the provision hereof pursuant to which such termination or abandonment of the Transaction is made, and there shall be no liability or obligation thereafter on the part of the Purchaser or the Clal Entities. ARTICLE VIII INDEMNIFICATION; SURVIVAL Section 8.1 INDEMNIFICATION. The Purchaser or its designees (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the Clal Entities and any of their partners, members, directors, officers, employees, agents or affiliates (the "INDEMNIFIED PARTY") for any and all liabilities, demands, claims, actions or causes of action, assessments, losses, damages, costs and expenses imposed or sustained, incurred or suffered, directly or indirectly (the "DAMAGES") resulting from the Transaction. Any indemnification provided by the Indemnifying Party to all Indemnified Parties with respect to Damages resulting from the Transaction shall be limited to the portion of the Final Consideration relating to the Transferred Portfolio Securities that are the subject of such Transaction unless the amount of Damages awarded is pursuant to the order of a court of competent jurisdiction or a settlement consented to by the Indemnifying Party, in which case the amount of indemnification shall be the amount of the order or settlement plus, in such case, legal expenses incurred by the Indemnified Party (and not previously reimbursed by the Indemnifying Party) in connection with the defense of the related claim. Pursuant to the terms of Section 8.2, the Indemnifying Party can compel the Indemnified Party to appeal any such court order or subsequent order, to the extent such appeal(s) is available. Section 8.2 DEFENSE. The parties shall provide the other parties prompt notice of any third-party claim under Section 8.1 provided that no delay in providing such notice shall affect the Indemnified Party's rights under this Article VIII, unless (and then only to the extent that) the Indemnifying Party is materially prejudiced thereby. The Indemnified Party shall apprise the Indemnifying Party of the status of the claim or dispute periodically on a reasonable basis, or pursuant to reasonable requests of the Indemnifying Party. The Indemnified Party shall not consent to the settlement of any claim without the consent of the Indemnifying Party. The Indemnifying Party shall have the right to assume the defense (at its expense) of any such claim through counsel of its own choosing by so notifying the Indemnified Party within 30 days of the first receipt by the Indemnifying Party of such notice. If the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. If the Indemnifying Party chooses to defend or prosecute a third-party claim, the Indemnified Party shall reasonably cooperate in the defense or prosecution thereof at the expense of the Indemnifying Party. Nothing in this Section 8.2 shall derogate from the obligations of the Purchaser under Section 8.1. 7 Section 8.3 SURVIVAL. The representations of the Clal Entities in Article III hereof with respect to Transferred Portfolio Securities shall expire upon the Closing. ARTICLE IX DEFINITIONS AND INTERPRETATION Section 9.1 DEFINITIONS. For all purposes of this Agreement, except as otherwise expressly provided or unless the context clearly requires otherwise: "AFFILIATE" shall mean a Person who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, any other Person. "AGREEMENT" or "THIS AGREEMENT" shall mean this Transfer Agreement, together with the Exhibits and appendices hereto. ""APPROVED PORTFOLIO SECURITIES" shall mean (a) Portfolio Securities whose transfer from the Clal Entities to the Purchaser have been approved by the board of directors of the Portfolio Company, where such approval is required by such Portfolio Company's constitutive documents and any conditions contained in the board of directors' approval have been satisfied, and all other Transfer Limitations have been applied or waived, in each case, in accordance with the Portfolio Company's constitutive documents, and (b) all other Portfolio Securities as to which approval of such transfer is not required and such Transfer Limitations do not apply. "BUSINESS DAY" shall mean any day (except Friday) on which banks are open for business in both Tel Aviv and New York City. "CLAL DISCLOSURE SCHEDULE" shall mean the disclosure schedule of even date herewith delivered to the Purchaser simultaneously with the execution hereof. "CLOSING" shall have the meaning ascribed to such term in Section 2.1. "CLOSING DATE" shall mean the date on which the Closing occurs. "DAMAGES" shall have the meaning ascribed to such term in Section 8.1. "DISCLOSURE SCHEDULE" shall mean the Clal Disclosure Schedule or the Purchaser Disclosure Schedule, as the case may be. "EXCLUDED INFORMATION" shall have the meaning ascribed to such term in Section 4.7. "FINAL CONSIDERATION" shall have the meaning ascribed to such term in Section 1.2. "GOVERNMENTAL ENTITY" shall mean a court, arbitral tribunal, administrative agency or commission or other governmental or other regulatory authority or agency. "LIMITED PARTNER" shall mean the Newbury Secondary Fund, L.P., a Delaware limited partnership. 8 "LIMITED PARTNERSHIP AGREEMENT" shall mean the Amended and Restated Limited Partnership Agreement of the Purchaser. "LIMITED PARTNERSHIP INTEREST" shall mean the rights and obligations conferred upon Limited Partners pursuant to the Limited Partnership Agreement. "MARKETABLE SECURITIES" shall mean securities that are traded on an established U.S. or foreign securities exchange, reported through the U.S. National Association of Securities Dealers, Inc. Automated Quotation System or comparable foreign established over-the-counter trading system, otherwise traded over-the-counter or traded on PORTAL (in the case of securities eligible for trading pursuant to Rule 144A under the Securities Act or any successor rule thereto ("RULE 144A")); PROVIDED that any such securities shall be deemed Marketable Securities only if they are freely tradeable and not subject to any contractual restrictions on transfer. Freely tradeable for this purpose shall mean securities that, following their distribution by the Purchaser to a limited partner, would be either (A) transferable by a limited partner pursuant to Section 4(l) of the Securities Act or a then effective registration statement under the Securities Act (or similar applicable statutory provisions in the case of foreign securities), (B) transferable by a limited partner who are not Affiliates of the General Partner pursuant to Rule 144(k) under the Securities Act or any successor rule thereto (or similar applicable rule in the case of foreign securities) or (C) transferable by a limited partner pursuant to Rule 144A which shall include (x) a covenant by the issuer of such security to comply with the reporting and informational requirements under Rule 144A and (y) eligibility for trading such securities on PORTAL. "ORIGINAL PRICE" shall have the meaning ascribed to such term in Section 1.2. "PURCHASER DISCLOSURE SCHEDULE" shall mean the disclosure schedule of even date herewith delivered to the Clal Entities simultaneously with the execution hereof. "PURCHASER" shall have the meaning ascribed to such term in the preamble. "PERSON" shall mean a natural person, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Entity or other entity or organization. "PORTFOLIO COMPANY" shall mean the entity that has issued any of the Portfolio Securities as set out in EXHIBIT A. "PORTFOLIO SECURITIES" shall collectively mean the respective number of shares of the Portfolio Company set forth opposite each such entity's name as stated in EXHIBIT A. "TRANSACTION" shall mean each transfer of Approved Portfolio Securities at the time of a Closing. "TRANSFER" shall have the meaning ascribed to such term in the preamble. "TRANSFER LIMITATIONS" shall have the meaning ascribed to such term in Section 4.5. "TRANSFERRED PORTFOLIO COMPANY" shall mean the Portfolio Company at such time at which the Portfolio Securities are Transferred Portfolio Securities. 9 "TRANSFERRED PORTFOLIO SECURITIES" shall have the meaning ascribed to such term in Section 2.1. ARTICLE X MISCELLANEOUS Section 10.1 FEES AND EXPENSES. All costs and expenses incurred in connection with this Agreement and the consummation of the Transactions shall be paid by the party incurring such expenses, except as specifically provided to the contrary in this Agreement. Section 10.2 AMENDMENT AND MODIFICATION. This Agreement may be amended, modified and supplemented in any and all respects, but only by a written instrument signed by all of the parties hereto expressly stating that such instrument is intended to amend, modify or supplement this Agreement. Section 10.3 NOTICES. All notices and other communications hereunder shall be in writing and shall be deemed given if mailed, delivered personally, telecopied (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): If to the Purchaser, to: Infinity-NSF Fund, L.P. 100 First Stamford Place Stamford, Connecticut 06902 Attention: Justin D. Pollack, David Shyu Fax: 203-428-3601 with copies to: Newbury Partners LLC 100 First Stamford Place Stamford, Connecticut 06902 Attention: Justin D. Pollack, David Shyu Fax: 203-428-3601 If to the Clal Entities, to: Clal Industries and Investments Ltd. 3 Azrieli Center Triangle Tower, 45th Floor Tel Aviv 67023 Israel Attention: Nitsa Einan, Adv. Fax: +972-3-607-5131 with a copy to: Fischer, Behar, Chen, Well, Orion & Co. 3 Daniel Frisch Street Tel Aviv 64731 Israel Attention: Ron Lehmann, Adv. Fax: +972-3-6944208 Section 10.4 COUNTERPARTS. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when two or more counterparts have been signed by each of the parties and delivered to the other parties. 10 Section 10.5 ENTIRE AGREEMENT. This Agreement, including the Exhibits and appendices hereto constitute the entire agreement and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and thereof. Section 10.6 THIRD PARTY BENEFICIARY For the avoidance of doubt, the Limited Partner shall be deemed a third party beneficiary of the rights and interests arising from and in connection with this Agreement, in particular Clal's representations in Article III and undertaking in Section 5.2. Section 10.7 SEVERABILITY. Any term or provision of this Agreement that is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction or other authority declares that any term or provision hereof is invalid, void or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, area or applicability of the term or provision, to delete specific words or phrases, or to replace any invalid, void or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. Section 10.8 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel. Section 10.9 VENUE. The parties irrevocably consent to the exclusive jurisdiction of any competent court located within the city of Tel Aviv-Jaffa with respect to any and all disputes arising from this Agreement. Section 10.10 EXTENSION; WAIVER. At any time prior to a Closing, with respect to the transactions being consummated at such Closing, the parties may (a) extend the time for the performance of any of the obligations or other acts of the other parties, (b) waive any inaccuracies in the representations and warranties of the other parties contained in this Agreement or in any document delivered pursuant to this Agreement or (c) waive compliance by the other parties with any of the agreements or conditions contained in this Agreement. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party. The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of those rights. Section 10.11 ASSIGNMENT. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written content of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. 11 IN WITNESS WHEREOF, the undersigned parties have executed this Agreement or caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above. CLAL ELECTRONICS INDUSTRIES LTD. INFINITY-NSF FUND L.P. By: _______________________ By: Infinity-Partners Ltd., its General Partner Name: ________________________ By:_____________________ Title: Name: Title: CLAL VENTURE CAPITAL FUND, L.P. CLAL INDUSTRIES AND INVESTMENTS LTD. By: _______________________, its By: _______________________ General Partner By:________________________ Name: ________________________ Name: Title: Title: 12 EXHIBIT A PORTFOLIO SECURITIES - ----------------- ------------------------------- ----------------- ------------ Unity Wireless(1) Common Stock 5,126,416 $100,000 ------------------------------- ----------------- Warrants issued pursuant to the 2,278,412 sale of Celletra Ltd. ------------------------------- ----------------- Warrants issued pursuant to the 119,963 sale of Avantry Ltd. ------------------------------- ----------------- Convertible Promissory Note Principal Amount issued pursuant to the sale $349,893.48 of Avantry Ltd. - ----------------- ------------------------------- ----------------- ------------ - ---------- (1) Additional shares which may be issued to the Clal Entities in the future in accordance with prior agreements between the Clal Entities and Unity Wireless shall be issued to the Purchaser. 13 EXHIBIT B CLAL DISCLOSURE SCHEDULE SECTION 1.2(A), (B) ADJUSTMENTS None. PORTFOLIO COMPANY DILIGENCE DOCUMENTS PROVIDED - -------------------------- ------------------------------------ PORTFOLIO COMPANY DOCUMENTS RECEIVED - -------------------------- ------------------------------------ Unity Wireless Documentation as available on Edgar. - -------------------------- ------------------------------------ 14 EXHIBIT C PURCHASER DISCLOSURE SCHEDULE No items to include. 15 -----END PRIVACY-ENHANCED MESSAGE-----