-----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, GV0DYR0IxeDERCULcnKdBuTHO9Ae70a3oKzIpYcpQKlF/J3BQYGRJPjVWbySgQeP yfPD9XDYKK0N57B4hXpp5Q== 0001178913-09-001694.txt : 20090720 0001178913-09-001694.hdr.sgml : 20090719 20090720110937 ACCESSION NUMBER: 0001178913-09-001694 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20090720 DATE AS OF CHANGE: 20090720 GROUP MEMBERS: AVI ZEEVI GROUP MEMBERS: EYLON PENCHAS GROUP MEMBERS: HAREL BEIT-ON GROUP MEMBERS: LM (GP) L.P. GROUP MEMBERS: LM PARTNERS L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Dovrat Shlomo CENTRAL INDEX KEY: 0001314246 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 16 ABBA EBAN AVENUE CITY: HERZELIYA STATE: L3 ZIP: 46725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUMENIS LTD CENTRAL INDEX KEY: 0001004945 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MEDICAL, DENTAL & HOSPITAL EQUIPMENT & SUPPLIES [5047] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54169 FILM NUMBER: 09952472 BUSINESS ADDRESS: STREET 1: PO BOX 240 CITY: YOKNEAM ISRAEL 20692 STATE: L5 ZIP: 00000 BUSINESS PHONE: 9729599000 MAIL ADDRESS: STREET 1: 100 CRESENT ROAD CITY: NEEDHAM STATE: MA ZIP: 02194 FORMER COMPANY: FORMER CONFORMED NAME: ESC MEDICAL SYSTEMS LTD DATE OF NAME CHANGE: 19951214 SC 13D/A 1 zk97009.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Amendment No. 2) UNDER THE SECURITIES EXCHANGE ACT OF 1934 LUMENIS LTD. - -------------------------------------------------------------------------------- (Name of Issuer) Ordinary Shares, Par Value NIS 0.10 - -------------------------------------------------------------------------------- (Title of Class of Securities) M6778Q 10 5 - -------------------------------------------------------------------------------- (CUSIP Number) Harel Beit-On 16 Abba Eban Avenue, Herzliya Pituach 46725 Israel 972-9-972-0400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 25, 2009 - -------------------------------------------------------------------------------- (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 sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [_] 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, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, SEE the Notes). - -------------------------------------------------------------------------------- CUSIP No. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS LM Partners L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 111,492,986 (1) NUMBER OF -------------------------------------------------------- SHARES 8. SHARED VOTING POWER BENEFICIALLY 0 OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 111,492,986 (1) PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 111,492,986 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.5% (2) - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- (1) Includes 14,345,798 Ordinary Shares underlying currently exercisable warrants. See Item 5. (2) See Item 5. - -------------------------------------------------------------------------------- CUSIP No. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS LM (GP) L.P. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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 112,852,986 (1) OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 112,852,986 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,852,986 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) PN - -------------------------------------------------------------------------------- (1) Includes (i) 14,345,798 Ordinary Shares underlying currently exercisable warrants held by LM Partners L.P. and (ii) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust for the benefit of the Reporting Person by Harel Beit-On. See Item 5. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Shlomo Dovrat - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK 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 112,852,986 (1) (2) OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 112,852,986 (1) (2) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,852,986 (1) (2) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes (i) 14,345,798 Ordinary Shares underlying currently exercisable warrants held by LM Partners L.P. and (ii) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust for the benefit of LM (GP) L.P. by Harel Beit-On. See Item 5. (2) Excludes 15,000 shares, and an additional 35,000 shares issuable upon the exercise of currently-exercisable options, held by the estate of the late Mr. Aharon Dovrat, the father of the Reporting Person. While it is currently anticipated that the Reporting Person may be granted voting and/or investment power with respect to all such shares, no final determination has yet been made to such effect, and such shares have therefore been excluded from the number of shares deemed to be beneficially owned by the Reporting Person as reported herein. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Harel Beit-On - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK 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 112,852,986 (1) OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 112,852,986 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,852,986 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes (i) 14,345,798 Ordinary Shares underlying currently exercisable warrants held by LM Partners L.P. and (ii) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust by the Reporting Person for the benefit of LM (GP) L.P. See Item 5. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Avi Zeevi - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK 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 112,852,986 (1) OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 112,852,986 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,852,986 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes (i) 14,345,798 Ordinary Shares underlying currently exercisable warrants held by LM Partners L.P. and (ii) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust for the benefit of LM (GP) L.P. by Harel Beit-On. See Item 5. - -------------------------------------------------------------------------------- CUSIP NO. M6778Q 10 5 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS Eylon Penchas - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) OO - -------------------------------------------------------------------------------- 5. CHECK 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 112,852,986 (1) OWNED BY -------------------------------------------------------- EACH 9. SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH -------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 112,852,986 (1) - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 112,852,986 (1) - -------------------------------------------------------------------------------- 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [_] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 48.8% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) IN - -------------------------------------------------------------------------------- (1) Includes (i) 14,345,798 Ordinary Shares underlying currently exercisable warrants held by LM Partners L.P. and (ii) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust for the benefit of LM (GP) L.P. by Harel Beit-On. See Item 5. ITEM 1. SECURITY AND ISSUER. This Amendment No. 2 ("AMENDMENT NO. 2") to the Statement of Beneficial Ownership on Schedule 13D filed on July 10, 2007 (the "ORIGINAL STATEMENT"), as amended by Amendment No. 1 thereto filed on April 1, 2009 ("AMENDMENT NO. 1"), relates to the ordinary shares, par value NIS 0.10 per share ("ORDINARY SHARES") of Lumenis Ltd., an Israeli company (the "ISSUER"). The principal executive offices of the Issuer are located at Yokneam Industrial Park, P.O. Box 240, Yokneam 20692, Israel. This Amendment No. 2 is being filed by the Reporting Persons (as defined in Item 2 below) in order to report the purchase by LM Partners (as defined in Item 2 below), on June 25, 2009, of 4,818,182 additional Ordinary Shares (the "ADDITIONAL SHARES") and 2,409,091 additional warrants to purchase Ordinary Shares of the Issuer (the "ADDITIONAL WARRANTS") pursuant to that certain Purchase Agreement (the "PURCHASE AGREEMENT"), dated as of June 21, 2009, by and between the Issuer and LM Partners (the transaction pursuant to which such purchase occurred, including simultaneous purchases by other investors from the Issuer pursuant to agreements substantially similar to the Purchase Agreement, the "EQUITY FINANCING"). ITEM 2. IDENTITY AND BACKGROUND. This Amendment No. 2 is being filed by each of: (i) LM Partners L.P., a Cayman Islands exempted limited partnership ("LM PARTNERS"), (ii) LM (GP) L.P., an Israeli limited partnership ("LM GP"), which serves as the managing general partner of LM Partners; (iii) Shlomo Dovrat, (iv) Harel Beit-On, (v) Avi Zeevi and (vi) Eylon Penchas (collectively, the "REPORTING PERSONS"). As described in the Original Statement and Amendment No. 1, LM (GP) Company Ltd., an Israeli limited liability company, serves as the general partner of LM (GP). ATL 3 L.P., an Israeli limited partnership, and A.S. Dovrat Management Ltd., an Israeli limited liability company, hold approximately 69.3% and 29.7%, respectively, of the issued and outstanding share capital of LM (GP) Company Ltd. Messrs. Harel Beit-On and Eylon Penchas are directors of LM (GP) Company Ltd., and, together with Messrs. Shlomo Dovrat and Avi Zeevi, hold, directly or indirectly, all of the issued and outstanding share capital of LM (GP) Company Ltd. ATL Management Ltd. is the general partner of ATL 3 L.P. The directors and executive officers of ATL Management Ltd. are Messrs. Shlomo Dovrat, Harel Beit-On and Avi Zeevi. Mr. Shlomo Dovrat holds in the aggregate all of the issued and outstanding share capital of A.S. Dovrat Management Ltd. The following identity and background information is presented with respect to each of LM Partners L.P., LM (GP), LM (GP) Company Ltd., ATL 3 L.P., A.S. Dovrat Management Ltd., and ATL Management Ltd. (collectively, the "REPORTING ENTITIES"): (a) STATE OF ORGANIZATION: LM Partners- Cayman Islands; each of LM (GP), LM (GP) Company Ltd., ATL 3 L.P., A.S. Dovrat Management Ltd. and ATL Management Ltd.- Israel. (b) PRINCIPAL BUSINESS: LM Partners, LM (GP) and LM (GP) Company Ltd. were organized for the purpose of acquiring and holding Ordinary Shares of the Issuer. ATL 3 L.P. is an investment management partnership. Each of A.S. Dovrat Management Ltd. and ATL Management Ltd. is an investment management company. (c) ADDRESS OF PRINCIPAL BUSINESS AND PRINCIPAL OFFICE: 16 Abba Eban Avenue, Herzliya Pituach 46725, Israel. (d) CRIMINAL PROCEEDINGS: During the last five years, none of the Reporting Entities has been convicted in any criminal proceeding. (e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: During the last five years, none of the Reporting Entities has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which it is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The following identity and background information is presented with respect to each of Shlomo Dovrat, Harel Beit-On, Avi Zeevi and Eylon Penchas (collectively, the "REPORTING INDIVIDUALS"): (b) BUSINESS ADDRESS: 16 Abba Eban Avenue, Herzliya Pituach 46725, Israel. (c) PRESENT PRINCIPAL OCCUPATION: Business person. (d) CRIMINAL PROCEEDINGS: During the last five years, none of the Reporting Individuals has been convicted in any criminal proceeding. (e) CIVIL PROCEEDINGS INVOLVING SECURITIES LAW VIOLATIONS: During the last five years, none of the Reporting Individuals has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which he is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) CITIZENSHIP: Israel ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The acquisition of the Additional Shares and Additional Warrants reported in this Amendment No. 2 was financed through capital contributions of the limited partners of LM Partners. ITEM 4. PURPOSE OF TRANSACTION. Except as set forth herein, as of the filing of this Amendment No. 2, the Reporting Persons and the other entities identified in Item 2 do not have any definitive plans or proposals which relate to or would result in any of the following: (a) the acquisition by the Reporting Persons of additional Ordinary Shares, or the disposition of Ordinary Shares that they hold; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) a material change in the present capitalization or dividend policy of the Issuer; (e) any other material change in the Issuer's business or corporate structure; (f) changes in the Issuer's articles of association or other actions which may impede the acquisition of control of the Issuer by any other person; (g) causing the Ordinary Shares to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (if and when applicable to the Issuer); (h) causing the Ordinary Shares to become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above. The Reporting Persons and the other entities identified in Item 2 may acquire (including through the exercise of warrants and options) additional, and/or sell existing, Ordinary Shares of the Issuer, either in the open market or in privately negotiated transactions (including pursuant to that certain Purchase Agreement (the "2006 PURCHASE AGREEMENT"), dated as of September 30, 2006, by and among the Issuer, LM Partners, Ofer (Ships Holding) Ltd. (together with LM Partners, the "INVESTORS") and LM GP, as the Investors' representative). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. All calculations of beneficial ownership percentage in this Amendment No. 2 are made on the basis of 215,335,424 outstanding Ordinary Shares of the Issuer, excluding 35,527 shares of treasury stock, as of the date hereof. (a) (i) LM Partners may be deemed to beneficially own 111,492,986 Ordinary Shares of the Issuer, representing approximately 48.5% of the issued and outstanding share capital of the Issuer, of which 97,147,188 are actual Ordinary Shares held by LM Partners and 14,345,798 Ordinary Shares represent shares issuable upon the exercise of warrants held by LM Partners, all of which are currently exercisable. LM Partners possesses sole power to vote and dispose of all such shares. LM Partners does not share the power to vote, direct the vote, dispose or direct the disposition of any Ordinary Shares of the Issuer. (ii) LM GP may be deemed to beneficially own 112,852,986 Ordinary Shares of the Issuer, representing approximately 48.8% of the issued and outstanding share capital of the Issuer. Such Ordinary Shares include: (x) the 97,147,188 Ordinary Shares held by LM Partners and the 14,345,798 Ordinary Shares issuable upon the exercise of warrants held by LM Partners, for which LM GP shares voting and dispositive power in its role as managing general partner of LM Partners; and (y) 1,360,000 Ordinary Shares underlying options that are currently exercisable, which options are held in trust for the benefit of LM GP by Harel Beit-On, and with respect to which LM GP shares voting and dispositive power. (iii) Harel Beit-On holds in trust, for the benefit of LM (GP), options to purchase 1,360,000 Ordinary Shares of the Issuer, which options are currently exercisable. Mr. Beit-On possesses shared power to vote and dispose of all of the Ordinary Shares underlying such options. By virtue of his role as a director and an equity owner of LM (GP) Company Ltd., and as a director and executive officer of ATL Management Ltd., Mr. Beit-On also indirectly shares the power to vote, direct the vote, dispose and direct the disposition of (x) the 97,147,188 Ordinary Shares held by LM Partners and the 14,345,798 Ordinary Shares issuable upon the exercise of warrants held by LM Partners. Collectively, all 112,852,986 Ordinary Shares deemed beneficially owned by Mr. Beit-On represent 48.8% of the issued and outstanding share capital of the Issuer. Mr. Beit-On disclaims beneficial ownership of all of the Ordinary Shares beneficially owned by LM Partners except to the extent of his pecuniary interest therein. (iv) Each of Shlomo Dovrat, Avi Zeevi and Eylon Penchas may be deemed to beneficially own 112,852,986 Ordinary Shares of the Issuer, representing approximately 48.8% of the issued and outstanding share capital of the Issuer. Such Ordinary Shares include: (x) the 97,147,188 Ordinary Shares held by LM Partners and the 14,345,798 Ordinary Shares issuable upon the exercise of warrants held by LM Partners, for which each such individual shares voting and dispositive power in its indirect role in the ownership and management of LM Partners; and (y) 1,360,000 Ordinary Shares underlying options that are either currently exercisable or will become exercisable within 60 days of the date hereof, which options are currently held in trust for the benefit of LM GP by Harel Beit-On, for which each such individual shares voting and dispositive power in its indirect role in the ownership and management of LM GP. Each of Shlomo Dovrat, Avi Zeevi and Eylon Penchas disclaims beneficial ownership of all such Ordinary Shares except to the extent of his pecuniary interest therein. Shlomo Dovrat's beneficial ownership reported herein excludes 15,000 shares, and an additional 35,000 shares issuable upon the exercise of currently-exercisable options, that are held by the estate of the late Mr. Aharon Dovrat, the father of Shlomo Dovrat. While it is currently anticipated that Shlomo Dovrat may be granted voting and/or investment power with respect to all such shares, no final determination has yet been made to such effect, and such shares have therefore been excluded from the number of shares deemed to be beneficially owned by Shlomo Dovrat as reported herein. Except for the foregoing, the Reporting Persons and the other entities identified in Item 2 do not possess any beneficial ownership in any of the Issuer's Ordinary Shares described in this Amendment No. 2. (b) The Reporting Persons possess either sole power or shared power to vote and direct the vote, and sole power or shared power to dispose or to direct the disposition of, the Issuer's Ordinary Shares as described in paragraph (a) above. (c) Other than the acquisition of the Additional Shares and Additional Warrants by LM Partners pursuant to the Purchase Agreement, no transactions in securities of the Issuer have been effected during the last 60 days by any of the Reporting Persons or any of the additional persons named in Item 2 above. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Pursuant to that certain Tag Along Agreement (the "TAG ALONG AGREEMENT"), dated as of June 28, 2009, by and among LM Partners and Bank Hapoalim B.M. (the "BANK"), LM Partners has agreed to provide the Bank with "tag-along" rights in the case of a sale of Ordinary Shares by LM Partners to a third party. Under the Tag Along Agreement, LM Partners shall provide the Bank with fourteen (14) days prior written notice of, and an opportunity to participate in, on a pro-rata basis (based on LM Partners' and the Bank's relative percentage ownership of Ordinary Shares, including shares issuable upon conversion or exercise of outstanding convertible securities), the sale of Ordinary Shares to a third party upon the terms of such sale agreed upon by LM Partners and the third party. LM Partners may consummate the sale to the third party prior to the expiration of the fourteen (14) days period, in which case, LM Partners shall purchase from the Bank the shares with respect to which the Bank has duly exercised its tag-along right, on terms no less favorable to the Bank than those terms under which LM Partners sold its shares to the third party. The Bank's tag-along rights under the Tag Along Agreement do not extend to (i) transfers by LM Partners to certain permitted transferees (including affiliates, family members, related parties, transferees by operation of law and other similarly situated persons); (ii) sales by LM Partners on a stock exchange or in open market transactions; (iii) sales by LM Partners pursuant to a registration statement effected consistent with the Registration Rights Agreement (as defined below in this Item 6); (iv) sales by LM Partners pursuant to a tender offer; or (v) sales by LM Partners of Ordinary Shares not exceeding 5% of the then issued and outstanding share capital of the Issuer. In addition, the Bank's rights do not apply with respect to Ordinary Shares that are either (x) acquired in open market transactions by account managers with discretionary power on behalf of LM Partners, without the direct instruction of LM Partners; or (y) held by LM Partners not for its own account. The Tag Along Agreement terminates upon the earlier of (a) such time as one or more of the Investors, together with LM Partners' permitted transferees, Ofer Hi-Tech Investments Ltd.'s ("OFER HI-TECH") affiliates or entities for which shares are held by Ofer Hi-Tech in trust, reduce their holdings in the Issuer's issued and outstanding share capital, in the aggregate, to less than 47% of the issued and outstanding share capital; or (b) June 30, 2014. The Tag-Along Agreement is annexed to this Amendment No. 2 as EXHIBIT 1 hereto, and is incorporated, in its entirety, by reference into this Item 6. Pursuant to that certain Registration Rights' Agreement, dated as of December 5, 2006, as amended by Amendment No. 1 thereto, dated as of June 25, 2009, by and among the Issuer, LM Partners, Ofer Hi-Tech, the Bank and the other parties thereto (as amended, the "REGISTRATION RIGHTS AGREEMENT"), the Issuer has granted, subject to customary exceptions, demand registration rights (including for an offering to be made on a delayed or continuous basis pursuant to Rule 415 of the Securities Act of 1933, as amended) and "piggyback" registration rights with respect to (x) the Additional Shares and Ordinary Shares underlying Additional Warrants held by LM Partners, along with (y) all Ordinary Shares and all Ordinary Shares underlying warrants issued to the Reporting Persons pursuant to the 2006 Purchase Agreement (including the adjustment provisions thereof), and (z) any Ordinary Shares issued pursuant to any stock split, stock dividend, reclassification or similar adjustment events with respect to the foregoing shares. Ordinary Shares issued or issuable to Ofer Hi-Tech and its affiliates pursuant to the Equity Financing and the 2006 Purchase Agreement, Ordinary Shares issuable to the Bank upon its exercise of warrants, and Ordinary Shares issued or issuable to other investors by the Issuer pursuant to the Equity Financing, are also entitled to registration rights under the Registration Rights Agreement. The Registration Rights Agreement, as amended, is annexed as EXHIBIT 2 hereto, and is incorporated, in its entirety, by reference into this Item 6. Other than as described immediately above, to the best knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, put or calls, guarantors of profit, division of profit or loss or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT 1 - Tag Along Agreement, dated as of June 28, 2009, by and among LM Partners and the Bank EXHIBIT 2 - Registration Rights' Agreement, dated as of December 5, 2006, as amended by Amendment No. 1 thereto, dated as of June 25, 2009, by and among the Issuer, LM Partners, Ofer Hi-Tech, the Bank and the other parties thereto* EXHIBIT 3 - Joint Filing Agreement pursuant to Rule 13d-1(k)(1) * Incorporated by reference to Exhibit 4.23 to the Issuer's Registration Statement on Form 20-F, File #0-27572, filed with the SEC on May 1, 2007 and to Exhibit 4.b(21) to the Issuer's Annual Report on Form 20-F, filed with the SEC on June 30, 2009. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, we certify that the information set forth herein is true, complete and correct. LM Partners L.P. By: LM (GP) L.P. Its general partner By: LM (GP) Company Ltd. Its general partner By: /s/ Avi Zeevi ------------------------ Name: Avi Zeevi LM (GP) L.P. By: LM (GP) Company Ltd. Its general partner By: /s/ Avi Zeevi ------------------------ Name: Avi Zeevi /s/ Shlomo Dovrat ------------------------ Shlomo Dovrat /s/ Harel Beit-On ------------------------ Harel Beit-On /s/ Avi Zeevi ------------------------ Avi Zeevi /s/ Eylon Penchas ------------------------ Eylon Penchas Dated: July 20, 2009 EX-99 2 exhibit_1.txt EXHIBIT 1 TAG ALONG AGREEMENT THIS TAG ALONG AGREEMENT (this "AGREEMENT") is entered into as of the 28 day of June, 2009, by and among LM Partners L.P. ("LM" or the "SHAREHOLDER") and Bank Hapoalim B.M. (the "BANK). WHEREAS, the Shareholder is a holder of Shares and Convertible Securities (as such terms are defined below) of Lumenis Ltd. (the "COMPANY"); and WHEREAS, the Bank holds warrants to acquire Shares of the Company numbered 5 and 6 respectively (the "BANK WARRANT"). NOW, THEREFORE, in consideration of the mutual agreements, covenants and other promises set forth herein, the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the parties hereby agree as follows: 1. DEFINITIONS. As used in this Agreement, the following capitalized terms shall have the following respective meanings: 1.1. "AFFILIATE" shall mean, with respect to any person, mean any company which controls, is controlled by, or under common control with, such person; "control" and "holding" shall bear the meanings assigned to such term in Section 1 of the Securities Law, 1968; 1.2. "CONVERTIBLE SECURITIES" means any securities convertible into, or exercisable for, Shares, subject to Clause 2.10; 1.3. "PERMITTED TRANSFEREE" shall mean (i) any entity which beneficially or legally controls, is controlled by, or is under common control with the Promoter in each case, either directly or indirectly; (ii) spouse (or widow or widower), parents, siblings, lineal descendant of such persons or their spouse, including step and adopted children, and their respective spouses; (iii) a transferee by operation of law, including the laws of descent and distribution; (iv) an Affiliate of a person or of a Permitted Transferee of such person pursuant to the other subsections hereof; (v) as to any Person which holds any securities or interests in a trust - the beneficiary or beneficiaries of such trust, or a trustee holding for the benefit of such Person (or the persons listed in Subsection (ii) above), or a successor trustee; or (vi) as to any person which is a general or limited partnership: any of its current or retired partners or members; any person (and its respective current or retired partners or members) managed or co-managed by the same management company or the same managing general partner; any person (and its respective current or retired partners or members) managed by an entity which controls, is controlled by, or is under common control with, (A) such management company or managing general partner (B) any entity managed by, or directly or in directly controlled by, or is under common control with any of the persons listed in Subsection (i) and (ii) above. 1.4. "PROMOTER" shall mean Harel Beit On, Avi Zeevi and Shlomo Dovrat. 1.5. "SHARES" shall means the ordinary shares of the Company (and any shares of capital stock substituted for the ordinary shares as a result of any stock split, stock dividend or similar recapitalization events), subject to Clause 2.10. 1.6. "including" and "includes" means including, without limiting the generality of any description preceding such terms; 1.7. a "person" shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the aforegoing; and 1.8. The preamble to this Agreement constitutes an integral part thereof. 2. TAG ALONG 2.1. The Shareholder may not sell Shares in one or a series of related transactions to any person without first complying with the provisions of this clause 2, and subject to its terms. 2.2. The Shareholder shall give written notice (the "OFFER NOTICE") to the Bank of such intended sale. The Offer Notice shall specify the identity of the proposed purchaser (the "THIRD PARTY PURCHASER"), the purchase price (the "PURCHASE PRICE"), including the purchase price per Share (the "PER SHARE PRICE") and other terms and conditions of payment, the proposed date of sale, the number of Shares proposed to be purchased by the Third Party Purchaser (the "OFFERED SHARES") and the number of Shares and Convertible Securities owned by the Shareholder. 2.3. The Bank shall be entitled, by written notice given to the Shareholder within 14 (fourteen) days of receipt of the Offer Notice, to join the sale to such Third Party Purchaser (the "EXERCISE NOTICE") in an amount of Shares of up to the Bank's Pro-Rata Portion (as defined below), as the Bank shall specify in the Exercise Notice, on terms and conditions no less favorable to the Bank than those under which the Shareholder's Offered Share are sold. 2.4. The Bank's pro-rata share shall be the ratio of the number of Shares held by the Bank (including the number of Shares into which the Bank Warrant is exercisable) to the sum of (i) the total number of all Shares held by the Shareholder (including the number of Shares into which the Convertible Securities held by such Shareholder are exercisable) as of such date plus (ii) the number of Shares held by the Bank (including the number of Shares into which the Bank Warrant is exercisable) as of such date (the "BANK'S PRO-RATA PORTION"). 2.5. The Shareholder shall use its reasonable efforts to interest the Third Party Purchaser in purchasing, in addition to the Offered Shares, the Shares that the Bank wishes to sell as indicated in its Exercise Notice. If the Third Party Purchaser does not wish to increase the number of Offered Shares to be purchased by it, then the number of Offered Shares proposed to be sold by the Shareholder shall be reduced if and to the extent necessary to provide for sale by the Bank of the Shares as indicated in its Exercise Notice. Notwithstanding anything to the contrary, the Shareholder shall be entitled to consummate the sale of Offered Shares to the Third Party Purchaser, prior to the expiration of the 14 day period pursuant to Clause 2.3, provided that in such event the Shareholder shall purchase from the Bank any Shares with respect to which an Exercise Notice has been duly sent, and on terms no less favorable to the Bank than those pursuant to which the Offered Shares were sold. 2.6. For the avoidance of doubt, the exercise of the tag along rights hereunder shall be conditioned upon the Bank exercising such portion of the Bank Warrant that is subject to the sale of the Shares in the proposed sale pursuant to this Clause 2. 2.7. To the extent the Bank exercised its right under this Clause 2, its sale of Shares to the Third Party shall be made on terms and conditions no less favorable to the Bank than those on which the Shareholders is selling its Shares, provided however, that the Bank shall not be required to make any representations or warranties to the Third Party Purchaser regarding the Company but shall otherwise be deemed to have given such representations and would be subject to all the provisions of the agreement as if it made such representations, including for purposes of indemnifying the Third Party Purchaser in case of breach of representations, pro-rata with the Shareholder and in an amount not to exceed the amount of consideration received by the Bank from such Third Party Purchaser. - 2 - 2.8. For the avoidance of doubt, (a) in the event the transactions contemplated by an Offer Notice shall not be consummated by the Shareholder for any reason, the Bank shall not be required to sell any Shares to the Third Party Purchaser and (b) in the event that the Shareholder proposes to effect a sale on terms and conditions less favorable than as set forth in the Offer Notice or in the event that the transaction is not consummated within 120 (one hundred and twenty) days after the Bank's notification of its exercise of its rights hereunder or the expiration of the 14 (fourteen) days period pursuant to Clause 2.3 above, then the Shareholder shall not proceed with any sale without the Shareholder again complying with the terms and conditions of this Clause 2. 2.9. Notwithstanding the foregoing, the provisions of this Clause 2 shall not apply to (i) transfer to Permitted Transferees; (ii) sales on a stock exchange or in open market transactions; (iii) sales pursuant to a registration statement effected consistent with the Registration Rights' Agreement between the Company, the Shareholder, the Bank and the other parties specified therein, dated December 5, 2006, as amended; (iv) sales pursuant to a tender offer; or (v) sale of Shares not exceeding 5% of the then issued and outstanding share capital of the Company. 2.10. Any Shares or Convertible Securities (i) acquired in open market transactions by account managers with discretionary power on behalf of the Shareholder, without the direct instruction of the Shareholder; or (ii) held by the Shareholders not for Shareholder's own account; shall not be deemed to be subject to the provisions of this Agreement (and, for the sake of clarity, shall not be deemed "Shares" for purposes of clause 2.4 above. 3. REPRESENTATIONS AND WARRANTIES BY THE SHAREHOLDER The Shareholder represents and warrants that: 3.1. its signature of this Agreement and the performance by it of its obligations pursuant to this Agreement do not in any way contradict any rights of third parties, any contracts or agreements to which it is a party, its Articles of Association or any applicable law; 3.2. the signature of this Agreement and the performance of its obligations under this Agreement are within its power and authority and have been duly and validly authorized by all necessary corporate action; and 3.3. This Agreement has been duly and validly executed by it and constitutes its valid, legal and binding obligation, enforceable against the Shareholder in accordance with its terms. 4. TERM. This Agreement shall terminate on the earlier of: (i) such time as one or more of the Relevant Shareholders reduce their holdings in the Company's issued and outstanding share capital, in the aggregate, to less than 47% of the issued and outstanding share capital; or (ii) June 30, 2014. The "Relevant Shareholders" shall mean as defined in Amendment no. 2 to the Restructuring Agreement. 5. MISCELLANEOUS 5.1. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and shall be construed in accordance with Israeli law and the courts of Tel-Aviv-Jaffa shall have exclusive jurisdiction to hear any matters. 5.2. SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and permitted assigns of the parties hereto. This Agreement may not be assigned by the Shareholder without the prior written consent of the Bank. 5.3. ENTIRE AGREEMENT; AMENDMENT AND WAIVER. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the parties to this Agreement. - 3 - 5.4. NOTICES, ETC. All notices and other communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be faxed or mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such party's address as set forth in SCHEDULE 1 attached hereto, or at such other address as the party shall have furnished to each other party in writing in accordance with this provision. Any notice sent in accordance with this clause 4.4 shall be effective and deemed received: (a) if mailed, 5 (five) business days after mailing; (b) if sent by messenger, upon delivery; and (c) if sent via facsimile, upon transmission and electronic confirmation of receipt (and the next business day, if not transmitted on a business day). 5.5. DELAYS OR OMISSIONS. No delay or omission to exercise any right, power, or remedy accruing to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. Unless provided otherwise herein, all remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall be cumulative and not alternative. 5.6. SEVERABILITY. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms; provided, however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. 5.7. COUNTERPARTS. This Agreement may be executed in any number of counterparts (including facsimile counterparts), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. 5.8. HEADINGS. The headings of the clauses and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof. 5.9. FURTHER ASSURANCES. Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties reflected thereby. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] - 4 - IN WITNESS WHEREOF, the parties have signed this Tag Along Agreement effective as of the date first mentioned above. LM PARTNERS L.P. By: L.M. (GP) L.P., its managing general partner By: LM (GP) Company Ltd., its general partner /s/ Harel Beit-On - ------------------------------------ Name: HAREL BEIT-ON ----------------------------- Title: Authorized signatory ----------------------------- /s/ Eylon Penchas - ------------------------------------ Name: EYLON PENCHAS ----------------------------- Title: Authorized signatory ----------------------------- BANK HAPOALIM B.M. /s/ Rachel Arbel - ------------------------------------ Name: RACHEL ARBEL ----------------------------- Title: Authorized signatory ----------------------------- /s/ Gil Barzilay - ------------------------------------ Name: GIL BARZILAY ----------------------------- Title: Authorized signatory ----------------------------- SCHEDULE 1 LM PARTNERS L.P. Address: 16 Abba Even Avenue Herzliya, Israel Telephone No: +972-(0)9-957-8595 Facsimile No.: +972-(0)9-957-8770 WITH A MANDATORY COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE): Meitar Liquornik Geva & Leshem Brandwein 16 Abba Hillel Road Ramat Gan 52506 Israel Attention: Dan Shamgar, Advocate Telephone No.: (972)-(3)-610-3100 Facsimile No.: (972)-(3)-6103-111 BANK HAPOALIM B.M. 23 Menachem Begin Street Migdal Levinstein Tel Aviv, Israel Attention: Rachel Arbel Telephone No.: (972)-(3)-567-4757 Facsimile No.: (972)-(3)- 5675699 WITH A MANDATORY COPY TO (WHICH SHALL NOT CONSTITUTE NOTICE): Yigal Arnon & Co. 1 Azrieli Center Tel-Aviv, 67021 Telephone No.: (972)-(3)-608-7856 Facsimile: (972)-(3)-608-7727 Attention: David H. Schapiro, Advocate EX-99 3 exhibit_3.txt EXHIBIT 3 JOINT FILING AGREEMENT The undersigned parties hereby agree that this Schedule 13D/A filed herewith relating to the ordinary shares, par value NIS 0.10 per share, of Lumenis Ltd. is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k) on behalf of each such person. Date: July 20, 2009 LM Partners L.P. By: LM (GP) L.P. Its general partner By: LM (GP) Company Ltd. Its general partner By: /s/ Avi Zeevi ------------------------ Name: Avi Zeevi LM (GP) L.P. By: LM (GP) Company Ltd. Its general partner By: /s/ Avi Zeevi ------------------------ Name: Avi Zeevi /s/ Shlomo Dovrat ------------------------ Shlomo Dovrat /s/ Harel Beit-on ------------------------ Harel Beit-On /s/ Avi Zeevi ------------------------ Avi Zeevi /s/ Eylon Penchas ------------------------ Eylon Penchas -----END PRIVACY-ENHANCED MESSAGE-----