Small Company Offering and Sale of Securities Without Registration (d)
July 23 2015 - 1:49PM
Edgar (US Regulatory)
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UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
FORM D
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OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
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Notice of Exempt Offering of Securities
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001648844
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o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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OPTIMIZER HOLDCO
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Jurisdiction of Incorporation/Organization
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LUXEMBOURG
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Year of Incorporation/Organization
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o
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Over Five Years Ago
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x
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Within Last Five Years (Specify Year)
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2015
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o
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Yet to Be Formed
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2. Principal Place of Business and Contact Information
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Name of Issuer
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OPTIMIZER HOLDCO
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Street Address 1
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Street Address 2
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6D, ROUTE DE TREVES
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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SENNINGERBERG
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LUXEMBOURG
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L-2633
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415-418-2900
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001648848
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o
Corporation
o
Limited Partnership
x
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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OPTIMIZER TOPCO
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Jurisdiction of Incorporation/Organization
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LUXEMBOURG
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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x
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Within Last Five Years (Specify Year)
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2015
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o
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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OPTIMIZER TOPCO
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Street Address 1
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Street Address 2
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6D, ROUTE DE TREVES
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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SENNINGERBERG
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LUXEMBOURG
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L-2633
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415-418-2900
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001648843
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ATIRIT HOLDINGS LTD
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o
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
x
Other
Limited Company
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Name of Issuer
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OPTIMIZER C.S. HOLDINGS ISRAEL LTD
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Jurisdiction of Incorporation/Organization
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ISRAEL
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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x
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Within Last Five Years (Specify Year)
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2015
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o
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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OPTIMIZER C.S. HOLDINGS ISRAEL LTD
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Street Address 1
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Street Address 2
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C/O FRANCISCO PARTNERS
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207 SLOAN STREET, 2ND FLOOR
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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LONDON
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UNITED KINGDOM
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SW1X 9QX
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415-418-2900
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001105841
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CLICKSERVICE SOFTWARE LTD
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o
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
x
Other
Limited Company
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Name of Issuer
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CLICKSOFTWARE TECHNOLOGIES LTD
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Jurisdiction of Incorporation/Organization
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ISRAEL
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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CLICKSOFTWARE TECHNOLOGIES LTD
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Street Address 1
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Street Address 2
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94 EM-HAMOSHAVOT ROAD
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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PETACH TIKVA
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ISRAEL
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49527
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4083776088
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001648973
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o
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
x
Other
Limited Company
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Name of Issuer
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CLICKSOFTWARE EUROPE LTD
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Jurisdiction of Incorporation/Organization
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UNITED KINGDOM
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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CLICKSOFTWARE EUROPE LTD
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Street Address 1
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Street Address 2
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THE PRIORY, STOMP RD, BURNHAM
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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BUCKS
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UNITED KINGDOM
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SL 17LW
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415-418-2900
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
x
None
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Entity Type
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0001648972
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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CLICKSOFTWARE, INC.
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Jurisdiction of Incorporation/Organization
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CALIFORNIA
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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CLICKSOFTWARE, INC.
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Street Address 1
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Street Address 2
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35 CORPORATE DRIVE, SUITE 400
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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BURLINGTON
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MASSACHUSETTS
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01803
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415-418-2900
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1. Issuer's Identity
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CIK (Filer ID Number)
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Previous Name(s)
o
None
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Entity Type
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0001130778
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XORA INC
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x
Corporation
o
Limited Partnership
o
Limited Liability Company
o
General Partnership
o
Business Trust
o
Other
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Name of Issuer
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XORA, INC.
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Jurisdiction of Incorporation/Organization
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DELAWARE
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Year of Incorporation/Organization
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o
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Yet to Be Formed
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o
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Within Last Five Years (Specify Year)
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x
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Over Five Years Ago
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2. Principal Place of Business and Contact Information
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Name of Issuer
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XORA, INC.
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Street Address 1
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Street Address 2
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35 CORPORATE DRIVE, SUITE 400
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City
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State/Province/Country
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ZIP/Postal Code
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Phone No. of Issuer
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BURLINGTON
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MASSACHUSETTS
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01803
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415-418-2900
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Last Name
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First Name
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Middle Name
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HERNANDEZ
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JUAN
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ALVAREZ
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Street Address 1
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Street Address 2
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6D, ROUTE DE TREVES
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City
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State/Province/Country
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ZIP/Postal Code
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SENNINGERBERG
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LUXEMBOURG
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L-2633
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Relationship:
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o
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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BRADFER
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CEDRIC
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Street Address 1
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Street Address 2
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6D, ROUTE DE TREVES
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City
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State/Province/Country
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ZIP/Postal Code
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SENNINGERBERG
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LUXEMBOURG
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L-2633
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Relationship:
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o
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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MACLEAN
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ROBERT
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Street Address 1
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Street Address 2
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6D, ROUTE DE TREVES
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City
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State/Province/Country
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ZIP/Postal Code
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SENNINGERBERG
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LUXEMBOURG
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L-2633
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Relationship:
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o
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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BENBASSAT
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MOSHE
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Street Address 1
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Street Address 2
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PARK OFER, OREN BUILDING
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94 EM-HAMOSHAVOT ROAD
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City
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State/Province/Country
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ZIP/Postal Code
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PETACH TIKVA
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ISRAEL
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4970602
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Relationship:
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x
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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TIMMS
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STEPHEN
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Street Address 1
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Street Address 2
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PARK OFER, OREN BUILDING
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94 EM-HAMOSHAVOT ROAD
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City
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State/Province/Country
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ZIP/Postal Code
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PETACH TIKVA
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ISRAEL
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4970602
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Relationship:
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x
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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PIRITZ
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ZVI
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Street Address 1
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Street Address 2
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PARK OFER, OREN BUILDING
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94 EM-HAMOSHAVOT ROAD
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City
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State/Province/Country
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ZIP/Postal Code
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PETACH TIKVA
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ISRAEL
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4970602
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Relationship:
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x
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Executive Officer
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o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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JESELSOHN
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JOEL
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Street Address 1
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Street Address 2
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PARK OFER, OREN BUILDING
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94 EM-HAMOSHAVOT ROAD
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City
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State/Province/Country
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ZIP/Postal Code
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PETACH TIKVA
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ISRAEL
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4970602
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Relationship:
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x
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Executive Officer
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o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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FERNANDES
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BRUNO
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Street Address 1
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Street Address 2
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THE PRIORY, STOMP RD, BURNHAM
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City
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State/Province/Country
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ZIP/Postal Code
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BUCKS
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UNITED KINGDOM
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SL 17LW
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Relationship:
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x
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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SHAFIR
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ALEX
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Street Address 1
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Street Address 2
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THE PRIORY, STOMP RD, BURNHAM
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City
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State/Province/Country
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ZIP/Postal Code
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BUCKS
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UNITED KINGDOM
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SL 17LW
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Relationship:
|
o
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Executive Officer
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x
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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Last Name
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First Name
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Middle Name
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SISSONS
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CHRIS
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Street Address 1
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Street Address 2
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35 CORPORATE DRIVE, SUITE 400
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City
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State/Province/Country
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ZIP/Postal Code
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BURLINGTON
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MASSACHUSETTS
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01803
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Relationship:
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x
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Executive Officer
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o
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Director
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o
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Promoter
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Clarification of Response (if Necessary)
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o
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Agriculture
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Health Care
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o
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Retailing
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Banking & Financial Services
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o
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Biotechnology
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o
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Restaurants
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o
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Commercial Banking
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o
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Health Insurance
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Technology
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o
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Insurance
|
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o
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Hospitals & Physicians
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o
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Computers
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o
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Investing
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o
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Pharmaceuticals
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o
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Telecommunications
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o
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Investment Banking
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o
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Other Health Care
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x
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Other Technology
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o
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Pooled Investment Fund
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Travel
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o
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Other Banking & Financial Services
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o
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Manufacturing
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o
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Airlines & Airports
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Real Estate
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o
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Lodging & Conventions
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o
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Commercial
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o
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Tourism & Travel Services
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o
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Construction
|
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o
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Other Travel
|
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o
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REITS & Finance
|
o
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Other
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|
o
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Residential
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o
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Other Real Estate
|
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|
o
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Business Services
|
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Energy
|
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|
o
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Coal Mining
|
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|
|
o
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Electric Utilities
|
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|
o
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Energy Conservation
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|
o
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Environmental Services
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o
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Oil & Gas
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|
o
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Other Energy
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Revenue Range
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Aggregate Net Asset Value Range
|
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o
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No Revenues
|
o
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No Aggregate Net Asset Value
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o
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$1 - $1,000,000
|
o
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$1 - $5,000,000
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o
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$1,000,001 - $5,000,000
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o
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$5,000,001 - $25,000,000
|
|
o
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$5,000,001 - $25,000,000
|
o
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$25,000,001 - $50,000,000
|
|
o
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$25,000,001 - $100,000,000
|
o
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$50,000,001 - $100,000,000
|
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o
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Over $100,000,000
|
o
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Over $100,000,000
|
|
x
|
Decline to Disclose
|
o
|
Decline to Disclose
|
|
o
|
Not Applicable
|
o
|
Not Applicable
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6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
|
|
o
|
Rule 504(b)(1) (not (i), (ii) or (iii))
|
o
|
Rule 505
|
|
o
|
Rule 504 (b)(1)(i)
|
x
|
Rule 506(b)
|
|
o
|
Rule 504 (b)(1)(ii)
|
o
|
Rule 506(c)
|
|
o
|
Rule 504 (b)(1)(iii)
|
o
|
Securities Act Section 4(a)(5)
|
|
|
o
|
Investment Company Act Section 3(c)
|
|
x
|
New Notice
|
Date of First Sale
|
2015-07-08
|
o
|
First Sale Yet to Occur
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Does the Issuer intend this offering to last more than one year?
|
o
|
Yes
|
x
|
No
|
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9. Type(s) of Securities Offered (select all that apply)
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|
o
|
Pooled Investment Fund Interests
|
o
|
Equity
|
|
o
|
Tenant-in-Common Securities
|
x
|
Debt
|
|
o
|
Mineral Property Securities
|
o
|
Option, Warrant or Other Right to Acquire Another Security
|
|
o
|
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
|
o
|
Other (describe)
|
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|
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10. Business Combination Transaction
|
|
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
|
x
|
Yes
|
o
|
No
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
|
|
Minimum investment accepted from any outside investor
|
$
1000
USD
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Recipient
|
Recipient CRD Number
|
o
|
None
|
|
|
|
|
(Associated) Broker or Dealer
|
o
|
None
|
(Associated) Broker or Dealer CRD Number
|
o
|
None
|
|
|
|
|
Street Address 1
|
Street Address 2
|
|
|
|
|
City
|
State/Province/Country
|
ZIP/Postal Code
|
|
|
|
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State(s) of Solicitation
|
o
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All States
|
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13. Offering and Sales Amounts
|
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Total Offering Amount
|
$
135000000
USD
|
o
Indefinite
|
|
Total Amount Sold
|
$
135000000
USD
|
|
|
Total Remaining to be Sold
|
$
0
USD
|
o
Indefinite
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
|
o
|
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
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|
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Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
|
3
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15. Sales Commissions & Finders' Fees Expenses
|
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
|
|
Sales Commissions
|
$
0
USD
|
x
|
Estimate
|
|
Finders' Fees
|
$
0
USD
|
x
|
Estimate
|
|
|
|
Clarification of Response (if Necessary)
|
|
|
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
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Clarification of Response (if Necessary)
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Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
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Terms of Submission
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|
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In submitting this notice, each Issuer named above is:
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Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
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Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
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Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
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For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
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o
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I also am a duly authorized representative of the other Issuer(s) in Item 1 above and authorized to sign on their behalf.
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Issuer
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Signature
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Name of Signer
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Title
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Date
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OPTIMIZER HOLDCO
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/S/ ROBERT MACLEAN
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ROBERT MACLEAN
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DIRECTOR
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2015-07-21
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OPTIMIZER TOPCO
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/S/ ROBERT MACLEAN
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ROBERT MACLEAN
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DIRECTOR
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2015-07-21
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OPTIMIZER C.S. HOLDINGS ISRAEL LTD
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/S/ ROBERT MACLEAN
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ROBERT MACLEAN
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DIRECTOR
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2015-07-21
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CLICKSOFTWARE TECHNOLOGIES LTD
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/S/ JOEL JESELSOHN
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JOEL JESELSOHN
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CHIEF FINANCIAL OFFICER
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2015-07-21
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CLICKSOFTWARE EUROPE LTD
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/S/ BRUNO FERNANDES
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BRUNO FERNANDES
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DIRECTOR
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2015-07-21
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CLICKSOFTWARE, INC.
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/S/ JOEL JESELSOHN
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JOEL JESELSOHN
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CHIEF FINANCIAL OFFICER
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2015-07-21
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XORA, INC.
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/S/ JOEL JESELSOHN
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JOEL JESELSOHN
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CHIEF FINANCIAL OFFICER
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2015-07-21
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