0001178913-11-003291.txt : 20111208 0001178913-11-003291.hdr.sgml : 20111208 20111208065807 ACCESSION NUMBER: 0001178913-11-003291 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20111208 DATE AS OF CHANGE: 20111208 GROUP MEMBERS: BARAK DOTAN GROUP MEMBERS: YOSSI BEN SHALOM FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DBSI INVESTMENTS LTD CENTRAL INDEX KEY: 0001272469 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: P O BOX 4076 CITY: HERZELIA ISREAL STATE: L3 ZIP: 46766 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Pointer Telocation Ltd CENTRAL INDEX KEY: 0000920532 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-57523 FILM NUMBER: 111249822 BUSINESS ADDRESS: STREET 1: 1 KORAZIN STREET CITY: GIVATAYIM STATE: L3 ZIP: 53583 BUSINESS PHONE: 97235723111 MAIL ADDRESS: STREET 1: 1 KORAZIN STREET CITY: GIVATAYIM STATE: L3 ZIP: 53583 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELOCATION SYSTEMS LTD DATE OF NAME CHANGE: 19980623 FORMER COMPANY: FORMER CONFORMED NAME: NEXUS TELECOMMUNICATIONS SYSTEMS LTD DATE OF NAME CHANGE: 19980112 SC 13D/A 1 zk1110748.htm SC 13D/A zk1110748.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 12)
 
POINTER TELOCATION LTD.
(Name of Issuer)
 
Ordinary Shares, NIS 3.00 par value per share
  
M7946T104
(Title of Class of Securities)
  
(CUSIP Number)
     
Orly Tsioni, Adv.
Yigal Arnon & Co.
1, Azrieli Center
Tel-Aviv 67021, Israel
+972-3-608-7851
 (Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
December 5, 2011
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  o
 
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 
 
 
 
 
 
CUSIP No.
M7946T104
13D/A
Page 2 of 9
 
1
NAMES OF REPORTING PERSONS:
DBSI Investments Ltd.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC Use Only 

 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER:
--
8
SHARED VOTING POWER:
 
1,839,691
9
SOLE DISPOSITIVE POWER:
 
--
10
SHARED DISPOSITIVE POWER:
 
1,839,691
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
--
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
37.86% (1)
14
TYPE OF REPORTING PERSON:
 
CO
 
(1)
Based on a number of 4,859,499 Ordinary Shares outstanding as of the date hereof, DBSI is the beneficial owner of 37.86% of the outstanding Ordinary Shares of the Company.
 
 
2 of 9
 
 
CUSIP No.
M7946T104
13D/A
Page 3 of 9
 
1
NAMES OF REPORTING PERSONS:
Barak Dotan
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC Use Only 

 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER:
 
--
8
SHARED VOTING POWER:
 
1,839,691
9
SOLE DISPOSITIVE POWER:
 
--
10
SHARED DISPOSITIVE POWER:
 
1,839,691
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
1,839,691
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
37.86%
14
TYPE OF REPORTING PERSON:
 
IN
 
 
3 of 9
 
 
CUSIP No.
M7946T104
13D/A
Page 4 of 9
 
1
NAMES OF REPORTING PERSONS:
Yossi Ben Shalom
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS:  N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) o
(b) x
3
SEC Use Only 

 
4
SOURCE OF FUNDS:
 
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):
 
o
6
CITIZENSHIP OR PLACE OF ORGANIZATION:
 
Israel
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 7
SOLE VOTING POWER:
 
--
8
SHARED VOTING POWER:
 
1,839,691
9
SOLE DISPOSITIVE POWER:
 
--
10
SHARED DISPOSITIVE POWER:
 
1,839,691
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:
 
1,839,691
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
 
37.86%
14
TYPE OF REPORTING PERSON:
 
IN
 
 
4 of 9
 
 
Item 1.    Security and Issuer.
 
The name of the issuer to which this Schedule relates is Pointer Telocation Ltd. (“Pointer” or the "Company").  Its principal executive offices are located at 14 Hamelacha Street, Park Afek, Rosh Ha'ayin, 48091, Israel. This Schedule 13D relates to Pointer's Ordinary Shares, NIS 3.00 par value per share (the “Ordinary Shares”).

The percentage of Ordinary Shares reported in this Schedule 13D as being beneficially owned by DBSI and any other information disclosed herein (other than descriptions of agreements and transactions to which DBSI is a party) is based on information provided by Pointer or other third parties.
 
Item 2.     Identity and Background
 
The Reporting Persons are, DBSI Investments Ltd. ("DBSI"), Barak Dotan and Yossi Ben Shalom. DBSI is controlled by Barak Dotan through his control of B.R.Y.N. Investments Ltd. and by Yossi Ben Shalom through his control of Pulpit Rock Investments Ltd. and White Condor Investments Ltd.

(1)            (a), (b)     DBSI is a company established in accordance with the laws of Israel, and is located at 85 Medinat Hayehudim Street, Herzlia, 49514, Israel. DBSI is a private equity firm focusing on investments and management of mature companies, with a clear path for growth and profitability.
 
                 (c)    Occupation and Employment: Not applicable.

 (f)            Citizenship: Not applicable.

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

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

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

(2)            (a), (b), (c), (f)   Mr. Barak Dotan - (see citizenship, occupation and business address in Item 2(1) above) holds his shares of DBSI through his control of  B.R.Y.N. Investments Ltd. ("BRYN") a company established according to the laws of Israel. Mr. Barak Dotan controls BRYN pursuant to the terms of a power of attorney granted to him by Mr. Boaz Dotan and Mrs. Varda Dotan (together, “Dotan”). Pursuant to the power of attorney, Barak Dotan is entitled to take all actions to which Dotan would be entitled by virtue of their shareholdings in BRYN, with the exception of the disposition of such shares. According to its terms, Dotan is required to give notice of not less than ninety days to (i)  revoke the power of attorney thereby acquiring the ability to vote the  shares of BRYN; and (ii) dispose of the shares of  BRYN.

 
5 of 9
 
(3)            (a), (b), (c), (f)    Mr. Yossi Ben Shalom - (see citizenship, occupation and business address in Item 2(1) above) holds his shares of DBSI through his control of White Condor Holdings Ltd. and Pulpit Rock Investments Ltd.

 (d)           Criminal Proceedings: During the previous five (5) years, none of the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI, have been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
 
 (e)           Civil Proceedings: During the previous five (5) years, neither the Reporting Persons, or to the knowledge of the Reporting Persons, any director or executive officer of DBSI,  have been party to a civil proceeding of any of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, the Reporting Persons or any of the individuals identified in this Item 2 was or is subject to a judgment, decree or final order enjoining future violations, of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.
 
Item 3.    Source and Amount of Funds or Other Consideration.
 
On November 22, 2011, DBSI purchased, in a privately negotiated transaction outside the market, 33,150 Ordinary Shares at a price per share of $4.00 for total consideration of $132,600. On December 5, 2011 DBSI purchased, in a privately negotiated transaction outside the market, 22,951 Ordinary Shares at a price per share of $4.00 for total consideration of $91,804.

The source of funds for the above purchases was internal funds.
 
Item 4.     Purpose of Transaction.
 
 DBSI acquired the securities of Pointer for investment purposes. DBSI intends to review its investment in Pointer and may, based on such review as well as other factors (including, among other things, its evaluation of Pointer's business, prospects and financial condition, amounts and prices of available securities of Pointer, the market for Pointer's securities, other opportunities available to DBSI and general market and economic conditions), acquire additional securities of Pointer or sell securities of Pointer, on the open market or in privately negotiated transactions. In addition, based on its review and/or discussions with management, DBSI may explore from time to time a possible restructuring of Pointer. DBSI reserves the right at any time to change its present intention with respect to any or all of the matters referred to in this Item 4, or to dispose of any or all of the securities of Pointer purchased by it.

 
6 of 9
 
 
Except as set forth in this Item 4, DBSI has no current plans or proposals which relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, although DBSI does not rule out the possibility of effecting or seeking to effect any such actions in the future.
 
Item 5.    Interest in Securities of the Issuer.
 
(a) (b)      DBSI is the beneficial owner of 1,839,691 Ordinary Shares, constituting 37.86% of the outstanding Ordinary Shares. Messrs. Yossi Ben Shalom and Barak Dotan, by virtue of their relationship with and interests in DBSI, may be deemed to control DBSI and consequently share the beneficial ownership of 1,839,691 Ordinary Shares. DBSI holds the right to vote its 1,839,691 Ordinary Shares, which right is directed jointly by Messrs. Yossi Ben Shalom and Barak Dotan.

(c) 
DBSI did not effect any transaction in the securities of Pointer in the past 60 days other than as described in Item 3 above.

(d) 
Not applicable.
 
(e) 
Not applicable.

Item 6.    Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On September 18, 2007 DBSI undertook towards Cellocator Ltd., Matan Communication and Localization Systems Ltd. and Amnon Dochovna Nave (the "Sellers"), as part of the purchase by Pointer of the assets and activities of Cellocator Ltd. and Matan Communication and Localization Systems Ltd. that in the event of a Disposition, as defined below, by DBSI of its shares in Pointer it shall provide the Sellers with a notice of sale and the Sellers shall have the right to demand that the proposed purchaser shall purchase from the Sellers, under the same terms and conditions, up to the Sellers' pro rata share of the number of shares to be disposed by DBSI.

"Disposition" means a sale and/or transfer of Pointer shares by DBSI to a third party but shall exclude a sale of Pointer shares within the trade of the stock exchange on which the Pointer shares are traded, provided that the scope of such sale and/or related sales, shall not exceed 5% of the issued share capital of Pointer at such time.

 
7 of 9
 
 
Item 7.    Materials to be Filed as Exhibits.
 
Item 7 is amended by deleting in its entirety Exhibits 1 and 2 and replacing it with the following:

Exhibit 1.     
Joint Filing Agreement
Exhibit 2.
Share Purchase Agreement, dated as of November 22, 2011, between Daniel Stern and DBSI.
Exhibit 3.
Share Purchase Agreement, dated as of December 5, 2011, between Zvi Fried and DBSI.

 
8 of 9
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  December 7, 2011
 
DBSI INVESTMENTS LTD.
 
By: /s/ Barak Dotan                     /s/ Yossi Ben Shalom
 
Name: Barak Dotan                      Yossi Ben Shalom
Title:   Director                              Director
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  December 7, 2011
 
By: /s/ Barak Dotan
Name: Barak Dotan
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  December 7, 2011
 
By: /s/ Yossi Ben Shalom
Name: Yossi Ben Shalom

9 of 9
 
 
 EX-99 2 exhibit_1.htm EXHIBIT 1 exhibit_1.htm
Exhibit 1
 
JOINT FILING AGREEMENT

    This confirms the agreement by and among the undersigned that the Statement on Amendment No. 12 to Schedule 13D (the "Statement"), filed on or about this date with respect to the beneficial ownership by the undersigned of the Ordinary Shares, NIS 3.00 par value per share (the “Ordinary Shares”), of Pointer Telocation Ltd., is being filed on behalf of each of the undersigned.
 
    Each of the undersigned hereby acknowledges that pursuant to Rule 13d-1(k) promulgated under the Securities and Exchange Act of 1934, as amended, each person on whose behalf the Statement is being filed is individually eligible to use the schedule on which the information is filed, each person on whose behalf the Statement is filed is responsible for the timely filing of such Statement and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therein, and that such person is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
 
    Each of the undersigned agrees that Adv. Orly Tsioni shall be authorized to receive notices and communications on behalf of the undersigned relating to the Statement.
 
    This Agreement may be executed in two or more counterparts, each of which, taken together, shall constitute one and the same instrument.

DBSI INVESTMENTS LTD.
  
Dated:  December 7, 2011
     
By: /s/ Barak Dotan
/s/ Yossi Ben Shalom
  
Name: Barak Dotan
Name: Yossi Ben Shalom
  
Title:   Director
Title:   Director
  
     
By: /s/ Barak Dotan
  
Dated:  December 7, 2011
Name: Barak Dotan
    
     
By: /s/ Yossi Ben Shalom
  
Dated:  December 7, 2011
Name: Yossi Ben Shalom
    
 
 EX-99 3 exhibit_2.htm EXHIBIT 2 exhibit_2.htm
Exhibit 2
 
Summary translation of Hebrew Agreement

SHARE PURCHASE AGREEMENT
Entered into in Herzeliya on November 22, 2011

Between:
D.B.S.I Investments Ltd.
Of 85 Medinat Hayehudim Street
Herzeliya, 49514
(the “Purchaser”)  On the one hand;
 
And:
Daniel Stern
Of 16 Ben Gurion Street
Ramat Haharon
(the “Seller”) On the second hand;
                                                                                                          
WHEREAS
the Seller is the holder of options to purchase 33,150 Ordinary Shares, par value NIS 3.00 each (the “Options”), of Pointer Telocation Ltd., company number 520041476 (“Pointer”) whose exercise period expires on November 23, 2011; and

WHEREAS
the Seller approached the Purchaser in an offer to purchase from him the 33,150 Ordinary Shares, par value NIS 3.00 each, of Pointer which shall result from the exercise of the Options (the “Purchased Shares”); and

WHEREAS
the Purchaser agreed to the offer of the Purchaser and is interested in purchasing the Purchased Shares from the Purchaser; and

WHEREAS
the parties are interested in setting forth their legal relationship in respect of the purchase of the Purchased Shares as more fully set forth herein.

 
Now, therefore the parties hereby agree as follows:

 
1.
The Purchaser undertakes that immediately upon the execution of this Agreement is shall provide ESOP Trust Company Ltd. with a notice of exercise of the Options.

 
2.
The Seller hereby sells to the Purchaser and the Purchaser hereby purchases from the Seller the Purchased Shares.

 
3.
In consideration for the Purchased Shares the Purchaser shall pay to the Seller, a price per share of $4.00, and an aggregate consideration of $132,600 (the “Consideration”).
 
 
 
 
 
 
4.
The Consideration shall be transferred by the Purchaser to ESOP Trust Company Ltd. which shall hold the Consideration in trust and shall act in accordance with the Letter of Instructions attached hereto as Exhibit A, including in respect of payment of tax to be withheld from the Consideration and payment of commissions.

 
5.
The Seller alone shall be responsible for payment of tax resulting from the sale of the Purchased Shares.

 
6.
The Seller hereby declares that the Purchased Shares, on the date of their transfer, shall be free and clear of any pledge, lien, encumbrance or third party right.

 
7.
The Purchased Shares are being sold to the Purchaser in a transaction outside the market.
 
 
8.
The Seller hereby declares and confirms that he is aware that as of the date hereof Pointer has not yet published its financial statements for the third quarter of the year 2011 and further acknowledges the Purchaser has information which has not yet been disclosed to the public, and which may be considered as “Inside Information” as defined in the Israeli Securities Law – 1968 (“Inside Information”) which may affect the prices of the share in the bourse in the near future.

 
9.
The Seller hereby declares and confirms that upon execution of this agreement the Purchaser disclosed to him the Inside Information held by the Purchaser and that as of the date of execution of this agreement he holds such Inside Information. Upon sale of the Purchased Shares the Seller waives any claim and/or demand against the Purchaser and/or Pointer regarding the Purchased Shares, including in respect of an increase of the price per share in the market and the profit which the Purchaser may benefit of as a result thereof.

 
10.
The Seller undertakes towards the Seller that he shall not make any use of the Inside Information and shall not disclose it to any third party and that except for the sale of the Purchased Shares he shall not purchase and/or sell additional shares of Pointer until the publication by Pointer of the financial statements for the third quarter of 2011. Further the Seller declares that the reason for selling the Purchased Shares at this date is that on November 23, 2011 the exercise period of the options shall expire.
 
IN WITNESS HEREOF:
 
 (-)    (-)  
D.B.S.I Investments Ltd.     Daniel Stern  
 
 
2
 
 
November 22, 2011

To:
ESOP Trust Company Ltd.

Dear Sirs,

Re:           Letter of Instructions to Trustee

The undersigned, D.B.S.I Investments Ltd. (the “Purchaser”) hereby approaches you further to a Share Purchase Agreement, for purchase of shares outside the market, entered into between the Purchaser and Daniel Stern, pursuant to which Daniel Stern shall sell to the Purchaser 33,150 Ordinary Shares, par value NIS 3.00 each (the “Purchased Shares”) of Pointer Telocation Ltd. (“Pointer”) at a price per share of $4.00.

The Purchaser shall transfer to ESOP Trust Company Ltd. (the “Trustee”) an aggregate amount of $132,600 which constitute the consideration for the Purchased Shares.

The Trustee undertakes that after receipt of the consideration, receipt of notice of exercise for the purchase of the Purchased Shares by Daniel Stern and after receipt of the shares in the account of the Trustee from AST, the Trustee shall act as follows:
 
(i)
Transfer the Purchased Shares to the account of the Purchaser;
 
(ii)
Transfer to Pointer the exercise price of the Options exercised by Daniel Stern;
 
(iii)
Withhold tax at source as required by law;
 
(iv)
Deduct commissions;
 
(v)
Transfer the balance of the consideration to the account of Daniel Stern.

Sincerely,
 
  (-)      
D.B.S.I Investments Ltd.        
 
The undersigned, Daniel Stern confirms that above and requests the Trustee to act in accordance with this letter.
 
  (-)      
Daniel Stern
      

The undersigned, ESOP Trust Company Ltd., confirms receipt of the Letter of Instructions from D.B.S.I. Investments Ltd. and undertakes to act accordingly.
 
  (-)      
ESOP Trust Company Ltd.
      
 
3
 EX-99 4 exhibit_3.htm EXHIBIT 3 exhibit_3.htm
Exhibit 3
 
Summary translation of Hebrew Agreement

SHARE PURCHASE AGREEMENT
Entered into in Herzeliya on December 5, 2011
 
Between:
D.B.S.I Investments Ltd.
Of 85 Medinat Hayehudim Street
Herzeliya, 49514
 (the “Purchaser”) On the one hand;
 
And:
Zvi Fried
Of 19 Hakalanit Street
Ra’anana
(the “Seller”)         On the second hand;
                                                                                                 
WHEREAS
the Seller is the holder of options to purchase 22,951 Ordinary Shares, par value NIS 3.00 each (the “Options”), of Pointer Telocation Ltd., company number 520041476 (“Pointer”); and

WHEREAS
the Seller approached the Purchaser in an offer to purchase from him the 22,951 Ordinary Shares, par value NIS 3.00 each, of Pointer which shall result from the exercise of the Options (the “Purchased Shares”); and

WHEREAS
the Purchaser agreed to the offer of the Purchaser and is interested in purchasing the Purchased Shares from the Purchaser; and

WHEREAS
the parties are interested in setting forth their legal relationship in respect of the purchase of the Purchased Shares as more fully set forth herein.

 
Now, therefore the parties hereby agree as follows:

 
1.
The Purchaser undertakes that immediately upon the execution of this Agreement is shall provide ESOP Trust Company Ltd. with a notice of exercise of the Options.

 
2.
The Seller hereby sells to the Purchaser and the Purchaser hereby purchases from the Seller the Purchased Shares.

 
3.
In consideration for the Purchased Shares the Purchaser shall pay to the Seller, a price per share of $4.00, and an aggregate consideration of $91,804 (the “Consideration”).

 
 
 
 
 
4.
The Consideration shall be transferred by the Purchaser to ESOP Trust Company Ltd. which shall hold the Consideration in trust and shall act in accordance with the Letter of Instructions attached hereto as Exhibit A, including in respect of payment of tax to be withheld from the Consideration and payment of commissions.

 
5.
The Seller alone shall be responsible for payment of tax resulting from the sale of the Purchased Shares.

 
6.
The Seller hereby declares that the Purchased Shares, on the date of their transfer, shall be free and clear of any pledge, lien, encumbrance or third party right.

 
7.
The Purchased Shares are being sold to the Purchaser in a transaction outside the market.
 
 
8.
The Seller hereby declares and confirms that he is aware that the Purchaser has information which has not yet been disclosed to the public, and which may be considered as “Inside Information” as defined in the Israeli Securities Law – 1968 (“Inside Information”) which may affect the prices of the share in the bourse in the near future.
 
 
9.
The Seller hereby declares and confirms that upon execution of this agreement the Purchaser disclosed to him the Inside Information held by the Purchaser and that as of the date of execution of this agreement he holds such Inside Information. Upon sale of the Purchased Shares the Seller waives any claim and/or demand against the Purchaser and/or Pointer regarding the Purchased Shares, including in respect of an increase of the price per share in the market and the profit which the Purchaser may benefit of as a result thereof.

 
10.
The Seller undertakes towards the Seller that he shall not make any use of the Inside Information and shall not disclose it to any third party and that except for the sale of the Purchased Shares he shall not purchase and/or sell additional shares of Pointer as long as he holds Inside Information that has not been disclosed.
 
IN WITNESS HEREOF:
 
 (-)    (-)  
D.B.S.I Investments Ltd.     Zvi Fried  
 
 
2
 

December 5, 2011

To:
ESOP Trust Company Ltd.

Dear Sirs,

Re:           Letter of Instructions to Trustee

The undersigned, D.B.S.I Investments Ltd. (the “Purchaser”) hereby approaches you further to a Share Purchase Agreement, for purchase of shares outside the market, entered into between the Purchaser and Zvi Fried, pursuant to which Zvi Fried shall sell to the Purchaser 22,951 Ordinary Shares, par value NIS 3.00 each (the “Purchased Shares”) of Pointer Telocation Ltd. (“Pointer”) at a price per share of $4.00.

Following are details of the option grants in connection with the Purchased Shares:
 
·
13,951 options granted January 28, 2007;
 
·
9,000 options granted December 26, 2007.

The Purchaser shall transfer to ESOP Trust Company Ltd. (the “Trustee”) an aggregate amount of $91,804 which constitute the consideration for the Purchased Shares.

The Trustee undertakes that after receipt of the consideration, receipt of notice of exercise for the purchase of the Purchased Shares by Zvi Fried and after receipt of the shares in the account of the Trustee from AST, the Trustee shall act as follows:
 
(i)
Transfer the Purchased Shares to the account of the Purchaser;
 
(ii)
Transfer to Pointer the exercise price of the Options exercised by Zvi Fried;
 
(iii)
Withhold tax at source as required by law;
 
(iv)
Deduct commissions;
 
(v)
Transfer the balance of the consideration to the account of Zvi Fried.

Sincerely,
 
  (-)      
D.B.S.I Investments Ltd.        
 
The undersigned, Zvi Fried confirms that above and requests the Trustee to act in accordance with this letter.
 
  (-)      
Zvi Fried
      

The undersigned, ESOP Trust Company Ltd., confirms receipt of the Letter of Instructions from D.B.S.I. Investments Ltd. and undertakes to act accordingly.
 
  (-)      
ESOP Trust Company Ltd.
      
 
3