UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
Seer, Inc.
(Name of Issuer)
Class A Common Stock, Par Value $0.001 per Share
(Title of Class of Securities)
81578P106
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No.
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81578P106
|
||
|
1.
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Names of Reporting Persons
aMoon Growth Fund Limited Partnership
|
||
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
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3.
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SEC Use Only
|
||
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4.
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Citizenship or Place of Organization
Cayman Islands
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||
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
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Sole Voting Power
0
|
|
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6.
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Shared Voting Power
4,112,235
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||
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7.
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Sole Dispositive Power
0
|
||
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8.
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Shared Dispositive Power
4,112,235
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||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,112,235
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||
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
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11.
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Percent of Class Represented by Amount in Row (9)
6.56%
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||
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12.
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Type of Reporting Person (See Instructions)
PN
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Page 2 of 10 Pages
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CUSIP No.
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81578P106
|
||
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1.
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Names of Reporting Persons
aMoon Co-Investment SPV I, L.P.
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||
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
|
3.
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SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Cayman Islands
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
|
6.
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Shared Voting Power
810,961
|
||
|
7.
|
Sole Dispositive Power
0
|
||
|
8.
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Shared Dispositive Power
810,961
|
||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
810,961
|
||
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10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
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11.
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Percent of Class Represented by Amount in Row (9)
1.29%
|
||
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12.
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Type of Reporting Person (See Instructions)
PN
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Page 3 of 10 Pages
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CUSIP No.
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81578P106
|
||
|
1.
|
Names of Reporting Persons
aMoon Growth Fund G.P. Limited Partnership
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
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3.
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SEC Use Only
|
||
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4.
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Citizenship or Place of Organization
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
|
6.
|
Shared Voting Power
4,923,196
|
||
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7.
|
Sole Dispositive Power
0
|
||
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8.
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Shared Dispositive Power
4,923,196
|
||
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.86%
|
||
|
12.
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Type of Reporting Person (See Instructions)
PN
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Page 4 of 10 Pages
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CUSIP No.
|
81578P106
|
||
|
1.
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Names of Reporting Persons
aMoon General Partner Ltd.
|
||
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2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
|
3.
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SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
|
6.
|
Shared Voting Power
4,923,196
|
||
|
7.
|
Sole Dispositive Power
0
|
||
|
8.
|
Shared Dispositive Power
4,923,196
|
||
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9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.86%
|
||
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12.
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Type of Reporting Person (See Instructions)
CO
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Page 5 of 10 Pages
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CUSIP No.
|
81578P106
|
||
|
1.
|
Names of Reporting Persons
Dr. Yair C. Schindel
|
||
|
2.
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☒
(b) ☐
|
||
|
3.
|
SEC Use Only
|
||
|
4.
|
Citizenship or Place of Organization
Israel
|
||
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
5.
|
Sole Voting Power
0
|
|
|
6.
|
Shared Voting Power
4,923,196
|
||
|
7.
|
Sole Dispositive Power
0
|
||
|
8.
|
Shared Dispositive Power
4,923,196
|
||
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
4,923,196
|
||
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
||
|
11.
|
Percent of Class Represented by Amount in Row (9)
7.86%
|
||
|
12.
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Type of Reporting Person (See Instructions)
IN
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Item 1(a)
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Name of Issuer
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Seer, Inc. (the “Issuer”).
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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3800 Bridge Parkway, Suite 102, Redwood City, California 94065
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Item 2(a)-(b)
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Name of Person Filing; Address of Principal Business Office or, if none, Residence
|
| 1. |
aMoon Growth Fund Limited Partnership (“aMoon”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
|
| 2. |
aMoon Co-Investment SPV I, L.P. (“aMoon Co-Investment”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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| 3. |
aMoon Growth Fund G.P. Limited Partnership (“aMoon G.P.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
|
| 4. |
aMoon General Partner Ltd. (“aMoon Ltd.”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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| 5. |
Dr. Yair C. Schindel (“Schindel”), 34 Yerushalaim Rd, Beit Gamla, 6th Floor, Ra’anana, 4350110, Israel.
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The foregoing persons are hereinafter collectively referred to as the “Reporting Persons”.
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Item 2(c)
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Citizenship
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aMoon is a Cayman Islands exempted limited partnership; aMoon Co-Investment is a Cayman Islands exempted limited partnership; aMoon G.P. is an Israeli limited partnership; aMoon Ltd. is an Israeli
company; and Schindel is an Israeli citizen.
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Item 2(d)
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Title of Class of Securities
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Class A Common Stock, par value $0.001 per share
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Item 2(e)
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CUSIP Number |
81578P106
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Item 3
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If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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Not applicable.
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Item 4
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Ownership
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aMoon Growth Fund Limited Partnership
| (a) |
Amount beneficially owned: 4,112,235 shares of Class A Common Stock.
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All share percentage calculation are based on 62,641,567 shares of Class A Common Stock and Class B Common Stock outstanding as of November 4, 2022, as reported by the Issuer to the SEC on Form 10-Q
on November 8, 2022.
Page 7 of 10 Pages
| (b) |
Percent of Class: 6.56%
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| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 4,112,235 shares of Class A Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 4,112,235 shares of Class A Common Stock
|
aMoon Co-Investment SPV I, L.P.
| (a) |
Amount beneficially owned: 975,683 shares of Class A Common Stock.
|
All share percentage calculation are based on 62,641,567 shares of Class A Common Stock and Class B Common Stock outstanding as of November 4, 2022, as reported by the Issuer to the SEC on Form 10-Q
on November 8, 2022.
| (b) |
Percent of Class: 1.29%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 810,961 shares of Class A Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 810,961 shares of Class A Common Stock
|
aMoon Growth Fund G.P. Limited Partnership
| (a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. aMoon G.P. is the sole general partner of aMoon and aMoon Co-Investment. By virtue of such relationship, aMoon G.P. may be deemed to have shared voting and
investment power with respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.
|
All share percentage calculation are based on 62,641,567 shares of Class A Common Stock and Class B Common Stock outstanding as of November 4, 2022, as reported by the Issuer to the SEC Form 10-Q on
November 8, 2022.
| (b) |
Percent of Class: 7.86%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
|
aMoon General Partner Ltd.
| (a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. aMoon Ltd. is the sole general partner of aMoon G.P. By virtue of such relationships, aMoon Ltd. may be deemed to have shared voting and investment power with
respect to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment.
|
All share percentage calculation are based on 62,641,567 shares of Class A Common Stock and Class B Common Stock outstanding as of November 4, 2022, as reported by the Issuer to the SEC on Form 10-Q
on November 8, 2022.
Page 8 of 10 Pages
| (b) |
Percent of Class: 7.86%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
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Dr. Yair C. Schindel
| (a) |
Amount beneficially owned: 4,923,196 shares of Class A Common Stock. Schindel is the sole shareholder of aMoon Ltd. By virtue of such relationships, Schindel may be deemed to have shared voting and investment power with respect
to the shares of Class A Common Stock of the Issuer held by aMoon and aMoon Co-Investment. Schindel disclaims beneficial ownership of the shares of Class A Common Stock of the Issuer held by aMoon, aMoon Co-Investment, aMoon G.P. and aMoon
Ltd., except to the extent of his pecuniary interest therein, if any.
|
All share percentage calculation are based on 62,641,567 shares of Class A Common Stock and Class B Common Stock outstanding as of November 4, 2022, as reported by the Issuer to the SEC on Form 10-Q
on November 8, 2022.
| (b) |
Percent of Class: 7.86%
|
| (c) |
Number of shares as to which the person has:
|
| (i) |
Sole power to vote or direct the vote: 0
|
| (ii) |
Shared power to vote or to direct the vote: 4,923,196 shares of Class A Common Stock
|
| (iii) |
Sole power to dispose or to direct the disposition of: 0
|
| (iv) |
Shared power to dispose or to direct the disposition of: 4,923,196 shares of Class A Common Stock
|
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Item 5
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Ownership of Five Percent or Less of a Class
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Not applicable.
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Item 6
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7 |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company
|
Not applicable.
| Item 8 |
Identification and Classification of Members of the Group
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Incorporated by reference to Items 2 and 4 of this Schedule 13G.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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Item 10
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Certification
|
Not applicable.
Page 9 of 10 Pages
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 9, 2023
| AMOON GROWTH FUND LIMITED PARTNERSHIP BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
|||
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By:
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/s/ Dr. Yair C. Schindel | ||
| Name: Dr. Yair C. Schindel | |||
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Title: Director
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AMOON CO-INVESTMENT SPV, L.P.
BY: AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP, ITS GENERAL PARTNER BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
|||
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By:
|
/s/ Dr. Yair C. Schindel | ||
| Name: Dr. Yair C. Schindel | |||
|
Title: Director
|
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AMOON GROWTH FUND G.P. LIMITED PARTNERSHIP
BY: AMOON GENERAL PARTNER LTD., ITS GENERAL PARTNER |
|||
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By:
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/s/ Dr. Yair C. Schindel | ||
| Name: Dr. Yair C. Schindel | |||
|
Title: Director
|
|||
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AMOON GENERAL PARTNER LTD.
|
|||
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By:
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/s/ Dr. Yair C. Schindel | ||
| Name: Dr. Yair C. Schindel | |||
|
Title: Director
|
|||
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DR. YAIR C. SCHINDEL
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|||
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By:
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/s/ Dr. Yair C. Schindel | ||
Page 10 of 10 Pages