Exhibit 10.8


 


MONDAY.COM LTD.


 


ORDINARY SHARES PURCHASE AGREEMENT


 


JUNE 1, 2021


 


 



     


     


    




 


CONTENTS


 


	 	Clause		Page
	 	 	 	 
	1.	Purchase and Sale of Ordinary Shares 	1
	 	 	 
	 	1.1	 Sale and Issuance of Ordinary Shares	 
	 	1.2	 Closing	 
	 	 	 	 
	2.	Registration Rights    	1
	 	 	 
	3.	Representations and Warranties of the Company   	1
	 	 	 
	 	3.1	 Organization, Good Standing and Qualification	 
	 	3.2	 Authorization	 
	 	3.3	 Valid Issuance of Ordinary Shares	 
	 	3.4	 Compliance with Other Instruments	 
	 	3.5	 Description of Share Capital	 
	 	3.6	 Registration Statement	 
	 	3.7	 Brokers or Finders	 
	 	3.8	 Private Placement	 
	 	 	 	 
	4.	Representations, Warranties and Covenants of the Investor and the Parent    	4
	 	 	 
	 	4.1	 Organization, Good Standing and Qualification	 
	 	4.2	 Authorization	 
	 	4.3	 Purchase Entirely for Own Account	 
	 	4.4	 Disclosure of Information	 
	 	4.5	Investment Experience	 
	 	4.6	 Accredited Investor	 
	 	4.7	 Brokers or Finders	 
	 	4.8	Restricted Securities	 
	 	4.9	 Legends	 
	 	4.10	 Market Stand-Off Agreement; Lock-Up Agreement	 
	 	4.11	 Standstill	 
	 	4.12	 MFN	 
	 	 	 	 
	5.	Conditions of the Investor’s Obligations at Closing	7
	 	 	 
	 	5.1	 Representations and Warranties	 
	 	5.2	 Public Offering Shares	 
	 	5.3	 Rights Agreement Amendment	 
	 	5.4	 Absence of Injunctions, Decrees, Etc.	 
	 	5.5	 Governmental Approvals.	 
	 	 	 	 
	6.	Conditions of the Company’s Obligations at Closing    	8
	 	 	 
	 	6.1	 Representations, Warranties and Covenants	 



 






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	 	6.2	 Public Offering Shares	 
	 	6.3	 Absence of Injunctions, Decrees, Etc.	 
	 	 	 	 
	7.	Termination 	9
	 	 	 
	8.	Miscellaneous	9
	 	 	 
	 	8.1	 Publicity	 
	 	8.2	 Survival of Warranties	 
	 	8.3	 Successors and Assigns	 
	 	8.4	 Governing Law	 
	 	8.5	 Counterparts	 
	 	8.6	 Notices	 
	 	8.7	 Brokers or Finders	 
	 	8.8	 Amendments and Waivers	 
	 	8.9	 Severability	 
	 	8.10	 Corporate Securities Law	 
	 	8.11	 Entire Agreement	 
	 	8.12	 Specific Performance	 



 









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MONDAY.COM LTD.


 


ORDINARY SHARES PURCHASE AGREEMENT


 


THIS ORDINARY SHARES PURCHASE
AGREEMENT (this “Agreement”) is made as of June 1, 2021, by and among monday.com Ltd., a company organized under the
laws of the State of Israel (the “Company”), Salesforce Ventures LLC, a Delaware limited liability company (the “Investor”),
and salesforce.com, Inc., a Delaware corporation (the “Parent”).


 


THE PARTIES HEREBY AGREE AS
FOLLOWS:


 


1.            
Purchase and Sale of Ordinary Shares.


 


1.1           
Sale and Issuance of Ordinary Shares. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase
from the Company, and the Company agrees to sell and issue to the Investor, the Shares (as defined below) at a price per share equal to
the per share initial public offering price (before underwriting discounts and expenses) in the Qualified IPO (as defined below) (the
 “IPO Price”). “Shares” shall mean the number of ordinary shares of the Company (the “Ordinary
Shares”), equal to $75,000,000 divided by the IPO Price, rounded down to the nearest whole share (with the total purchase price
correspondingly reduced for such fractional share amount). “Qualified IPO” shall mean the issuance and sale of shares
of the Ordinary Shares by the Company, pursuant to an Underwriting Agreement to be entered into by and among the Company and certain underwriters
(the “Underwriters”), in connection with the Company’s initial public offering pursuant to the Company’s
Registration Statement on Form F-1 (File No. 333-256182) (the “Registration Statement”) and/or any related registration
statements (the “Underwriting Agreement”).


 


1.2           
Closing. The purchase and sale of the Shares shall take place at the location and at the time immediately subsequent to
the closing of the Qualified IPO (which time and place are designated as the “Closing”). At the Closing, the Investor
shall make payment of the purchase price of the Shares by wire transfer in immediately available funds to the account specified by the
Company against delivery to the Investor of the Shares registered in the name of the Investor, which Shares shall be uncertificated.


 


2.            
Registration Rights. At the Closing, in connection with the purchase of the Shares, the Company’s Amended and Restated
Investors Rights Agreement, dated June 21, 2019, as further amended April 27, 2021, by and among the Company and certain of the shareholders
of the Company listed thereto (the “Existing Rights Agreement”), shall be amended and restated in substantially the
form attached hereto as Exhibit A (the “Rights Agreement Amendment” and, together with the Existing Rights Agreement,
the “Rights Agreement”).


 


3.            
Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor and the Parent
that as of the date hereof and as of the date of the Closing:


 






     


     


    

 


3.1          
Organization, Good Standing and Qualification.


 


(a)              
The Company has been duly organized and is validly existing under the laws of Israel, with power and authority to own its properties
and conduct its business as is currently being conducted.


 


(b)              
The Company is duly qualified as a foreign corporation for the transaction of business and is in good standing (where such concept
exists) under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such
qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material
Adverse Effect. “Material Adverse Effect” shall mean any material adverse change or effect, or any development involving
a prospective material adverse change or effect, in or affecting (i) the business, properties, general affairs, management, financial
position, shareholders’ equity or results of operations of the Company and its subsidiaries, taken as a whole or (ii) the ability
of the Company to perform its obligations under this Agreement, including the issuance and sale of the Shares, or to consummate the transactions
contemplated as part of its Qualified IPO.


 


3.2           Authorization.
All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution
and delivery of this Agreement and, subject to obtaining the requisite shareholder approval for the Rights Agreement Amendment, the Rights
Agreement Amendment, the performance of all obligations of the Company under this Agreement and the Rights Agreement Amendment, and the
authorization, issuance, sale and delivery of the Shares being sold hereunder has been taken, and this Agreement constitutes, and, as
of the Closing, the Rights Agreement Amendment shall constitute, valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other
laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies and (iii) to the extent the indemnification provisions contained
in the Rights Agreement may be limited by applicable federal or state securities laws.


 


3.3           Valid Issuance of Ordinary Shares. The Shares being purchased by the Investor hereunder, when issued, sold and delivered
in accordance with the terms of this Agreement for the consideration expressed herein, will have been duly and validly authorized and
issued and will be fully paid and non-assessable, will have been issued in compliance with the Companies Law 5759-1999 and the Israeli
Securities Law 5728-1968, each as amended, and the regulations promulgated thereunder (assuming the accuracy of the Investor’s and
the Parent’s representations in Section 4.3) and will be free and clear of all liens, encumbrances, equities, claims and restrictions
on transfer, other than restrictions on transfer under applicable state and federal securities laws or as contemplated hereby, by the
Lock-Up Agreement or by the Rights Agreement.


 


3.4           Compliance with Other Instruments.


 


(a)              
The Company is not in violation or default of its amended and restated articles of association or any other governing document
of the Company.


 



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(b)              
 Except as would not be material to the Company, the Company is not in violation or default in any material respect of any instrument,
judgment, order, writ, decree or contract to which it is a party or by which it is bound, or, to its knowledge, of any provision of any
federal or state statute, rule or regulation applicable to the Company. The execution, delivery and performance of this Agreement and
the Rights Agreement Amendment, and the consummation of the transactions contemplated by this Agreement and the Rights Agreement Amendment
will not result in any material violation or default or be in conflict with or constitute, with or without the passage of time and giving
of notice, either a material default under any such provision, instrument, judgment, order, writ, decree or contract or an event that
results in the creation of any material lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment,
forfeiture, or nonrenewal of any material permit, license, authorization, or approval applicable to the Company, its business or operations
or any of its assets or properties.


 


(c)              
The Company hereby represents, warrants and covenants to Investor and Parent that, immediately following the Closing, the Shares
will not represent more than 2% of the outstanding voting power of the Company.


 


3.5           Description
of Share Capital. As of the date of the Closing, the statements set forth in the Pricing Prospectus (as defined in the Underwriting
Agreement) and Prospectus (as defined in the Underwriting Agreement) under the caption “Description of Share Capital and Articles
of Association,” insofar as they purport to constitute a summary of the terms of the Company’s Share Capital, are accurate,
complete and fair in all material respects.


 


3.6           Registration
Statement. To the Company’s knowledge, the Registration Statement as presently filed with United States Securities and Exchange
Commission (the “SEC”), and any amendment thereto, including any information deemed to be included therein pursuant
to the rules and regulations of the SEC promulgated under the Securities Act of 1933, as amended (the “Securities Act”),
complied (or, in the case of amendments filed after the date of this Agreement, will comply) as of its filing date in all material respects
with the requirements of the Securities Act and the rules and regulations of the SEC promulgated thereunder, and did not (or, in the
case of amendments filed after the date hereof, will not) contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they
were made, not misleading. As of the date it is declared effective by the SEC, the Registration Statement, as so amended, and any related
registration statements, will comply in all material respects with the requirements of the Securities Act and the rules and regulations
of the SEC promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made,
not misleading. Any preliminary prospectus included in the Registration Statement or any amendment thereto, any free writing prospectus
related to the Registration Statement and any final prospectus related to the Registration Statement filed pursuant to Rule 424 promulgated
under the Securities Act, in each case as of its date, will comply in all material respects with the requirements of the Securities Act
and the rules and regulations promulgated thereunder, and will not contain any untrue statement of a material fact or omit to state a
material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.


 



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3.7           Brokers or Finders. Except for any private placement fees awarded to Goldman Sachs & Co. LLC and J.P. Morgan Securities
LLC (which fees, for the avoidance of doubt, will be the sole responsibility and obligation of the Company and not the responsibility
and/or obligation of the Investor), the Company has not engaged any brokers, finders or agents such that the Investor or the Parent will
incur, directly or indirectly, as a result of any action taken by the Company, any liability for brokerage or finders’ fees or
agents’ commissions or any similar charges in connection with the sale of the Shares contemplated by this Agreement.


 


3.8           Private Placement. Assuming the accuracy of the representations, warranties and covenants of the Investor and the Parent
set forth in Section 4 of this Agreement, no registration under the Securities Act is required for the offer and sale of the Shares by
the Company to the Investor under this Agreement.


 


4.              Representations, Warranties and Covenants of the Investor and the Parent. Each of the Investor and the Parent, on behalf
of itself and as applicable, hereby represents and warrants that as of the date hereof and as of the date of the Closing:


 


4.1           Organization,
Good Standing and Qualification. The Investor is a limited liability company duly organized, validly existing and in good standing
under the laws of the State of Delaware. The Parent is a corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.


 


4.2           Authorization.
The Investor has full power and authority to enter into this Agreement and the Rights Agreement, and each such agreement constitutes
a valid and legally binding obligation of the Investor, enforceable in accordance with its terms except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights
generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies
and (iii) to the extent the indemnification provisions contained in the Rights Agreement may be limited by applicable federal or state
securities laws. The Parent has full power and authority to enter into this Agreement, which constitutes a valid and legally binding
obligation of the Parent, enforceable in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws
relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


4.3           Purchase
Entirely for Own Account. By the Investor’s execution of this Agreement, the Investor hereby confirms, that (i) the Shares
to be received by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not
with a view to the distribution of any part thereof, (ii) that the Investor has no present intention of selling, granting any participation
in, or otherwise distributing the same, except as permitted by applicable federal or state securities laws and (iii) that Investor was
not incorporated or formed for the sole purpose of acquiring the Shares By executing this Agreement, the Investor further represents
that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to such person or to any third person, with respect to any of the Shares.


 






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4.4           Disclosure of Information. The Investor believes it has received all the information it considers necessary or appropriate
for deciding whether to purchase the Shares. The Investor further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of the Shares and the business, properties, prospects and
financial condition of the Company. The foregoing, however, does not limit or modify the representations and warranties of the Company
in Section 3 of this Agreement or the right of the Investor to rely thereon.


 


4.5           Investment
Experience. The Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend
for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that
it is capable of evaluating the merits and risks of the investment in the Shares. Investor also represents it has not been organized
for the purpose of acquiring the Shares.


 


4.6           Accredited Investor. The Investor is an “accredited investor” within the meaning of Regulation D, Rule 501(a),
promulgated by the SEC under the Securities Act, as presently in effect, and the Investor’s shareholders’ equity (as determined
pursuant to U.S. Generally Accepted Accounting Principles) is more than NIS 50,000,000.


 


4.7           Brokers
or Finders. The Investor and the Parent have not engaged any brokers, finders or agents such that the Company will incur,
directly or indirectly, as a result of any action taken by the Investor or the Parent, any liability for brokerage or finders’
fees or agents’ commissions or any similar charges in connection with the sale of the Shares contemplated by this Agreement.


 


4.8           Restricted Securities. The Investor understands that the Shares will be characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering
and that under such laws and applicable regulations such securities may be resold without registration under the Securities Act, only
in certain limited circumstances. In this connection, the Investor represents that it is familiar with Rule 144 promulgated under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.


 


4.9           Legends.
The Investor understands that the Shares may bear one or all of the following legends:


 


(a)               “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAWS OF ANY OTHER JURISDICTIONS THESE SECURITIES MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT, APPLICABLE STATE SECURITIES LAWS (PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM). INVESTORS SHOULD BE AWARE THAT THEY MAY BE
REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE
AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN
COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.”


 



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(b)              
“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A 180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN AN AGREEMENT BETWEEN
THE ISSUER AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE AS A RESULT
OF SUCH AGREEMENT, THESE SECURITIES MAY NOT BE TRADED PRIOR TO 180 DAYS AFTER THE EFFECTIVE DATE OF ANY PUBLIC OFFERING OF THE ORDINARY
SHARES OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.”


 


(c)              
Any legend required by applicable state “blue sky” securities laws, rules and regulations.


 


4.10         
Market Stand-Off Agreement; Lock-Up Agreement. The Investor hereby agrees that it shall not sell or otherwise transfer or
dispose of the Shares, other than to donees, partners or Affiliates (as defined below) of the Investor who agree to be similarly bound,
for up to 180 days following the effective date of the Qualified IPO. In order to enforce this covenant, the Company shall have the right
to place restrictive legends on the book-entry accounts representing the Shares and to impose stop transfer instructions with respect
to the Shares until the end of such period. The provisions of this Section 4.10 shall not apply to Ordinary Shares acquired in market
purchases (subject to Section 4.11) following the Qualified IPO, unless otherwise required by the underwriters of securities of the Company.
In addition, the Investor hereby confirms that it has executed and delivered to the Underwriters the lock-up agreement provided by the
Company (the “Lock-Up Agreement”). The Lock-Up Agreement is in full force and effect, and following the consummation
of the transactions contemplated by this Agreement will remain in full force and effect, including with respect to the Shares. For purposes
of this Agreement, the term “Affiliates” means any individual or entity that directly or indirectly controls, is controlled
by, or is under common control with the individual or entity in question.


 


4.11         Standstill. Unless approved in advance in writing by the Company, the Investor and the Parent agree that, neither they nor
any of their Representatives (as defined below) acting on behalf of or in concert with the Investor or the Parent will, until 365 days
following the effective date of the Qualified IPO (“Standstill Expiration”), directly or indirectly:


 


(a)               Make
any statement or proposal to any of the Company’s directors, officers, attorneys, or financial advisors or any persons known
to the Investor or the Parent to be one of the Company’s shareholders (other than a private communication with one or more
members of the board of directors or executive officers of the Company) regarding, or make any public announcement, proposal, or
offer (including any “solicitation” of “proxies” as such terms are defined or used in Regulation 14A of the
Securities Exchange Act of 1934, as amended) with respect to, or otherwise solicit, seek, or offer to effect (including, for the
avoidance of doubt, indirectly by means of communication with the press or media) (i) any business combination, merger, tender
offer, exchange offer, or similar transaction involving the Company or any of its subsidiaries, including any restructuring,
recapitalization, liquidation, or similar transaction undertaken in connection with any of the foregoing, (ii) any acquisition of
any of the Company’s loans, debt securities, equity securities or assets, or rights or options to acquire interests in any of
the Company’s loans, debt securities, equity securities, or assets, other than (A) equity securities acquired from the
Company in exchange for equity securities of the Company currently held by the Investor (subject to any agreement restricting such
exchange entered into by Investor or Parent) and (B) the acquisition of the Shares as contemplated by this Agreement, (iii) any
proposal to seek representation on the board of directors of the Company or otherwise seek to control or influence the management,
board of directors, or policies of the Company, or (iv) any proposal, arrangement, or other statement that is inconsistent with the
terms of this Agreement, including this Section 4.11;


 






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(b)              
acquire (or propose or agree to acquire), of record or beneficially, by purchase or otherwise, any loans, debt securities, equity
securities, or assets of the Company or any of its subsidiaries, or rights or options to acquire interest in any of the Company’s
loans, debt securities, equity securities, or assets, other than (i) equity securities acquired from the Company in exchange for equity
securities of the Company currently held by the Investor (subject to any agreement restricting such exchange entered into by Investor
or Parent), the Parent, any of the direct and indirect subsidiaries of the Parent and the Investor or any of such officers and (ii) the
acquisition of the Shares as contemplated by this Agreement.


 


(c)              
instigate, encourage, or assist any third party (including forming a “group” with any such third party) to do, or enter
into any discussions or agreements with any third party with respect to, any of the actions set forth in Section 4.11(a) or Section 4.11(b);
or


 


(d)              
take any action that would reasonably be expected to require the Company or any of its Affiliates to make a public announcement
regarding any of the actions set forth in Section 4.11(a) or Section 4.11(b).


 


For purposes of this Section
4.11, the term “Representatives” means the direct and indirect subsidiaries of Parent or the Investor, the directors
of Parent, the officers of Parent, the officers or managers (as such term is used in § 18402 of the Delaware Limited Liability Company
Act) of the Investor, and all agents acting at the direction of an officer or director of Parent, or an officer or manager of the Investor,
including, without limitation, attorneys, financial advisors, and accountants.


 


4.12         
MFN. In the event the Company issues any Ordinary Shares to any other investor (an “Other Investor”)
in a private placement in connection with the Qualified IPO, Investor shall automatically be entitled to the benefit of any terms offered
to any such Other Investor that are more favorable to Investor than the terms set forth in this Agreement and the documents referred to
herein.


 


5.             Conditions of the Investor’s Obligations at Closing. The obligations of the Investor under subsection 1.1 of this
Agreement are subject to the fulfillment on or before the Closing of each of the following conditions.


 


5.1           Representations
and Warranties. The representations and warranties of the Company contained in Sections 3.1(b), 3.4(b), 3.7 and 3.8 shall be true
on and as of the Closing, except as would not reasonably be expected to have a Material Adverse Effect on the Company.


 






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The representations and warranties of the Company
contained in Sections 3.1(a), 3.2, 3.3, 3.4(a), and 3.5 shall be true on and as of the Closing.


 


5.2           Public Offering Shares. The Underwriters shall have purchased, immediately prior to the purchase of the Shares by the Investor
hereunder, the Firm Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement and Underwriting Agreement.


 


5.3           Rights
Agreement Amendment. The Rights Agreement Amendment shall have been executed and delivered by the Company and the other parties to
the Existing Rights Agreement sufficient to amend the Existing Rights Agreement pursuant to Section 3.7 thereof.


 


5.4           Absence
of Injunctions, Decrees, Etc. During this period from the date of this Agreement to immediately prior to the Closing, no governmental
authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling,
law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the
Closing.


 


5.5           Governmental
Approvals. The Company, Parent and the Investor shall have timely obtained from each Governmental Entity all approvals, waivers and
consents, if any, necessary for consummation of, or in connection with, the transactions contemplated by this Agreement. “Governmental
Entity” means any foreign or domestic governmental authority, including any supranational, national, federal, territorial, state,
commonwealth, province, territory, county, municipality, district, local governmental jurisdiction of any nature or any other governmental,
self-regulatory or quasigovernmental authority of any nature (including any governmental department, division, agency, bureau, office,
branch, court, arbitrator, commission, tribunal or other governmental instrumentality and any national or international stock exchange)
or any political or other subdivision or part of any of the foregoing.


 


6.              Conditions
of the Company’s Obligations at Closing. The obligations of the Company under subsection of this Agreement are subject to the
fulfillment on or before the Closing of each of the following conditions.


 


6.1           Representations,
Warranties and Covenants. The representations, warranties and covenants of the Investor and the Parent contained in Section 4 shall
be true on and as of the Closing.


 


6.2           Public Offering Shares. The Underwriters shall have purchased, immediately prior to the purchase of the Shares by the Investor
hereunder, the Firm Shares (as defined in the Underwriting Agreement) pursuant to the Registration Statement and Underwriting Agreement,
with an aggregate initial offering price to the public (before underwriting discount and commissions) of at least $500,000,000.


 


6.3           Absence
of Injunctions, Decrees, Etc. During this period from the date of this Agreement to immediately prior to the Closing, no governmental
authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any decision, injunction, decree, ruling,
law or order permanently enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated at the
Closing.


 






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7.              Termination. This Agreement shall terminate (a) at any time upon the written consent of the Company, the Investor and the
Parent, (b) upon the withdrawal by the Company of the Registration Statement, or (c) on July 31, 2021 if the Closing has not yet occurred.


 


8.             
Miscellaneous.


 


8.1           Publicity. No party shall issue any press release or make any other public announcement, including any website posting or
social media post, that includes the name or any logo or brand name of any party, or discloses the terms of this Agreement or the fact
that the Investor has made or proposes to make an investment in the Company, except as may be required by law or with the prior written
consent of the other parties. Each party will provide reasonable advance notice to the other parties prior to making any disclosure of
this Agreement or the terms hereof in any filings made with the SEC, and will provide the other parties with reasonable opportunity to
review and comment on such proposed disclosures. Notwithstanding the foregoing, the parties may use the other parties’ current logo
or logos in connection with describing their portfolio or this investment on their webpages and in their promotional materials.


 


8.2           Survival
of Warranties. The warranties, representations and covenants of the Company, the Investor and the Parent contained in or made pursuant
to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation
of the subject matter thereof made by or on behalf of the Investor, the Parent or the Company.


 


8.3           Successors
and Assigns. This Agreement, and any and all rights, duties and obligations hereunder, shall not be assigned, transferred, delegated
or sublicensed by the Investor without the prior written consent of the Company; provided, however, that after the Closing, the Shares
and the rights, duties and obligations of the Investor hereunder may be assigned to an Affiliate of the Investor without the prior written
consent of the Company. Any attempt by the Investor without such permission to assign, transfer, delegate or sublicense any rights, duties
or obligations that arise under this Agreement in a manner that is not permitted by the foregoing sentence to be made without such permission
shall be void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. Notwithstanding
the foregoing, the Investor, the Parent and their Representatives shall remain subject to Section 4.11 of this Agreement until the Standstill
Expiration.


 


8.4           Governing
Law. This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered
into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.


 


8.5           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall constitute one instrument.


 


8.6           Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail (if to the Investor, the Parent or any other holder of Company securities)
or otherwise delivered by hand, messenger or courier service addressed:


 






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(a)              
if to the Investor, to the Investor’s address or electronic mail address as shown on the Investor’s signature page
to this Agreement, with a copy (which shall not constitute notice) to Bradley Chernin, Covington & Burling LLP, 415 Mission Street,
Suite 5400, San Francisco, California 94105.


 


(b)              
if to the Parent, to the Parent’s address or electronic mail address as shown on the Parent’s signature page to this
Agreement, with a copy (which shall not constitute notice) to Bradley Chernin, Covington & Burling LLP, 415 Mission Street, Suite
5400, San Francisco, California 94105.


 


(c)              
if to the Company, to the attention of the General Counsel of the Company at 52 Menachem Begin Rd., Tel Aviv-Yafo 671301, Israel,
or at such other current address or electronic mail address as the Company shall have furnished to the Investor and the Parent, with a
copy (which shall not constitute notice) to Alon Sahar, Meitar, Law Offices, 16 Abba Hillel Rd. Ramat Gan, Israel and Joshua G. Kiernan,
Latham & Watkins LLP, 1271 Avenue of the Americas, New York, New York 10020.


 


Each such notice or other
communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger
or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day
delivery, one business day after deposit with the courier), or (ii) if sent via mail, at the earlier of its receipt or five days after
the same has been deposited in a regularly- maintained receptacle for the deposit of the United States mail, addressed and mailed as aforesaid,
or (iii) if sent via electronic mail, when directed to the relevant electronic mail address, if sent during normal business hours of the
recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day. In the event
of any conflict between the Company’s books and records and this Agreement or any notice delivered hereunder, the Company’s
books and records will control absent fraud or error.


 


8.7             
Brokers or Finders. The Company shall indemnify and hold harmless the Investor and the Parent from any liability for any
commission or compensation in the nature of a brokerage or finder’s fee or agent’s commission (and the costs and expenses
of defending against such liability or asserted liability) for which the Investor and the Parent or any of their constituent partners,
members, officers, directors, employees or representatives is responsible to the extent such liability is attributable to any inaccuracy
or breach of the representations and warranties contained in Section 3.7, and the Investor and the Parent agree to indemnify and hold
harmless the Company and the Investor and the Parent from any liability for any commission or compensation in the nature of a brokerage
or finder’s fee or agent’s commission (and the costs and expenses of defending against such liability or asserted liability)
for which the Company, the Investor, the Parent or any of their constituent partners, members, officers, directors, employees or representatives
is responsible to the extent such liability is attributable to any inaccuracy or breach of the representations and warranties contained
in Section 4.7.


 






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8.8           Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of
the Company, the Investor, and the Parent; provided, however, that any provision hereof may be waived by any waiving party on
such party’s own behalf, without the consent of any other party.


 


8.9           Severability.
If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void,
portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Agreement, and such
court will replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve,
to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of
this Agreement shall be enforceable in accordance with its terms.


 


8.10         Corporate Securities Law. THE SALE OF THE SECURITIES THAT ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART
OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPT FROM QUALIFICATION BY SECTION
25100, 25102, OR 25105 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON
THE QUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.


 


8.11         
Entire Agreement. This Agreement and the documents referred to herein constitute the entire agreement among the parties.
No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations
or covenants except as specifically set forth herein or therein.


 


8.12         
Specific Performance. The parties to this Agreement hereby acknowledge and agree that the Company would be irreparably injured
by a breach of this Agreement by the Investor and the Parent, and the Investor and the Parent would be irreparably injured by a breach
of this Agreement by the Company, and that money damages are an inadequate remedy for an actual or threatened breach of this Agreement
because of the difficulty of ascertaining the amount of damage that will be suffered by the aggrieved party in the event that this agreement
is breached. Therefore, each of the parties to this Agreement agree to the granting of specific performance of this Agreement and injunctive
or other equitable relief in favor of the aggrieved party as a remedy for any such breach, without proof of actual damages, and the parties
to this Agreement further waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedy
shall not be deemed to be the exclusive remedy for breach of this Agreement, but shall be in addition to all other remedies available
at law or in equity to the aggrieved party. If any term, provision, covenant or restriction of this Agreement is held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired or invalidated.


 


[Remainder
of page intentionally left blank]


 






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IN WITNESS WHEREOF,
the parties have executed this Ordinary Shares Purchase Agreement as of the date first above written.


 


	 	monday.com Ltd.
	 	 
	 	By:   	/s/ Eran Zinman
	 	Name:	Eran Zinman
	 	Title:	Co-Founder & Co-CEO
	 	 
	 	Address:      52 Menachem Begin Rd.
	 	                      Tel Aviv-Yafo 6713701, Israel



 


SIGNATURE PAGE TO ORDINARY SHARES PURCHASE AGREEMENT


 






     


     


    

 


IN WITNESS WHEREOF,
the parties have executed this Ordinary Shares Purchase Agreement as of the date first above written.


 


	 	INVESTOR:
	 	 
	 	SALESFORCE VENTURES LLC
	 	 
	 	By:	/s/ John Somorjai
	 	 
	 	Name:  John Somorjai
	 	 
	 	Title: President
	 	 
	 	Address: [Intentionally Omitted]
	 	 
	 	Email: [Intentionally Omitted]
	 	 
	 	PARENT:
	 	 
	 	SALESFORCE.COM, INC
	 	 
	 	By:	/s/ John Somorjai
	 	 
	 	Name: John Somorjai
	 	 
	 	Title: Executive Vice President, Corporate Development & Salesforce Ventures
	 	 
	 	Address: [Intentionally Omitted]
	 	 
	 	Email: [Intentionally Omitted]



 


SIGNATURE PAGE TO ORDINARY SHARES PURCHASE AGREEMENT


 



     


     


    




 



 


Exhibit A


 


AMENDED AND RESTATED INVESTORS' RIGHTS
AGREEMENT


 


THIS AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT is made as of the [●] day of June, 2021 by and among monday.com Ltd., an Israeli company (the "Company"),
the founders of the Company listed in Schedule A hereto (the "Founders"), each of the holders of the Series A
Preferred Shares, of no par value , of the Company (the "Preferred A Shares"), listed in Schedule B hereto
(the "Preferred A Investors"), each of the holders of Series B Preferred Shares, Series B-1 Preferred Shares and Series
B-2 Preferred Shares, each of no par value, of the Company, as applicable (collectively, the "Preferred B Shares"), listed
in Schedule C hereto (collectively, the "Preferred B Investors"), each of the holders of Series C Preferred Shares,
of no par value, of the Company (the "Preferred C Shares"), listed in Schedule D hereto (the "Preferred
C Investors"), each of the holders of Series D Preferred Shares, of no par value, of the Company (the "Preferred D Shares"),
listed in Schedule E hereto (the "Preferred D Investors"), each of the holders of Series E Preferred Shares, of
no par value, of the Company (the "Preferred E Shares"), listed in Schedule F hereto (the "Preferred E
Investors" and, collectively with the Preferred A Investors, the Preferred B Investors, the Preferred C Investors and the Preferred
D Investors, the "Preferred Investors") and the investors listed in Schedule G hereto (the "Private Placement
Investors" and, collectively with the Preferred Investors, the "Investors").


 


W I T N E S S E T H:


 


WHEREAS, certain of the Preferred
Investors, the Founders and the Company are parties to that certain Amended and Restated Investors’ Rights Agreement, dated June
21, 2019, as amended by the Amendment to the Amended and Restated Investors’ Rights Agreement, dated as of April 27, 2021 (collectively,
the "Prior Agreement");


 


WHEREAS, the Prior Agreement
may be amended, and any provision therein waived, with the consent of the Company and the Holders of at least 60% of the Preferred Registrable
Securities (as such terms are defined under the Prior Agreement) (the "Requisite Parties");


 


WHEREAS, the Requisite Parties
desire to terminate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the rights granted to them under the
Prior Agreement; and


 


WHEREAS, the Private Placement
Investors are parties to the Share Purchase Agreements, dated as of June 1, 2021 (the "Private Placement Agreements"),
by and among the Company and such Private Placement Investors, which provide that as a condition to the closing of the sale of the Shares
(as defined therein), this Agreement must be executed and delivered by the Private Placement Investors and at least the Requisite Parties.


 






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NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the parties hereto agree that the Prior Agreement shall be superseded and replaced
in its entirety by this Agreement, and further agree as follows:


 


1.             Registration Rights. The Company covenants and agrees as follows:


 


1.1           Definitions. For purposes of this Section 1 :


 


(a)          The
term "Act" means the Securities Act of 1933, as amended.


 


(b)          The term "Form F-3" means such form under the Act as in effect on the date hereof or any registration
form under the Act subsequently adopted by the SEC that permits inclusion or incorporation of substantial information by reference to
other documents filed by the Company with the SEC, including Form S-3.


 


(c)          [Reserved].


 


(d)          The
term "Founder Registrable Securities" means (i) the Ordinary Shares outstanding and held by each Founder as of
the date hereof, (ii) any Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant,
right or other security that is issued as) a dividend or other distribution with respect to, or in exchange for, or in replacement of,
the shares referenced in (i) above, and (iii) all Ordinary Shares that each Founder may hereafter purchase pursuant to his preemptive
rights, rights of first offer or otherwise, or Ordinary Shares issued on conversion or exercise of other securities so purchased; excluding
in all cases, however, any Registrable Securities sold in a transaction in which rights under this Section 1 ‎ are not assigned.


 


(e)          The
term "Holder" means any person owning, or having the right to acquire, Registrable Securities or any assignee thereof
in accordance with Section 1.11 hereof.


 


(f)           The
term "Initial Offering" means the Company’s first firm commitment underwritten public offering of its Ordinary
Shares registered under the Act or the equivalent law of another jurisdiction.


 


(g)          The
term "Initiating Holders" means Holders of a majority of the Preferred Registrable Securities, assuming for purposes
of such determination the conversion and exercise of all securities convertible or exercisable into Preferred Registrable Securities.


 


(h)          The term "1934 Act" means the Securities Exchange Act of 1934, as amended.


 


(i)           The term "register", "registered", and "registration" refer to a registration
effected by preparing and filing a registration statement or similar document in compliance with the Act, and the declaration or ordering
of effectiveness of such registration statement or document.


 


(j)           The
term "Preferred Shares" shall mean the Preferred A Shares, Preferred B Shares, Preferred C Shares, Preferred D Shares
and Preferred E Shares, collectively.


 


(k)          The
term "Preferred Registrable Securities" means, (i) the Ordinary Shares issuable or issued upon conversion of the
Preferred Shares of the Company, (ii) all Ordinary Shares that the Preferred Investors currently own and/or may hereafter purchase
prior to the Company’s Initial Offering pursuant to their preemptive rights, rights of first offer or otherwise, or Ordinary
Shares issued prior to the Company’s Initial Offering on conversion or exercise of other securities so purchased, (iii) any
Ordinary Shares issued to the Private Placement Investors pursuant to the Private Placement Agreements (subject to the closing of
the transaction contemplated thereby), (iii) any Ordinary Shares of the Company issued as (or issuable upon the conversion or
exercise of any warrant, right or other security that is issued as) a dividend or other distribution with respect to, or in exchange
for, or in replacement of, the shares referenced in (i) through (iii) above, excluding in all cases, however, any Registrable
Securities sold in a transaction in which rights under this Section 1 are not assigned. The number of shares of "Registrable
Securities" outstanding shall be determined by the number of Ordinary Shares outstanding and/or issuable pursuant to then
exercisable or convertible securities, that are, Registrable Securities.


 


(l)           The
term "Registrable Securities" means the Preferred Registrable Securities and the Founder Registrable Securities.


 


(m)         The
term "SEC” means the Securities and Exchange Commission.


 






    2 


     


    

 


1.2           Request for Registration.


 


(a)          Subject
to the conditions of this Section 1.2 ‎, if the Company shall receive at any time following the Lock-Up (as defined in Section
1.13 ) a written request from the Initiating Holders that the Company file a registration statement under the Act covering the registration
of Registrable Securities (or if the Company shall receive such a request during the Lock-Up and the managing underwriter of the Company’s
Initial Offering, in its sole discretion, gives its written consent to the Company’s compliance with such request), then the Company
shall, within twenty (20) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations
of this Section 1.2 , use reasonable best efforts to effect, as soon as practicable, the registration under the Act of all Preferred
Registrable Securities that the Holders request to be registered in a written request received by the Company within twenty (20) days
of the mailing of the Company’s notice pursuant to this Section 1.2(a).


 


(b)          If
the Initiating Holders intend to distribute the Preferred Registrable Securities covered by their request by means of an
underwritten public offering, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 
and the Company shall include such information in the written notice referred to in Section 1.2(a) In such event the right of any
Holder to include its Preferred Registrable Securities in such registration shall be conditioned upon such Holder’s
participation in such underwritten public offering and the inclusion of such Holder’s Preferred Registrable Securities in the
underwritten public offering (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder)
to the extent provided herein. All Holders proposing to distribute their securities through such underwritten offering shall enter
into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority
in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to the Company).
Notwithstanding any other provision of this Section 1.2 , if the underwriter advises the Company that marketing factors require
a limitation of the number of securities underwritten (including Registrable Securities), then the Company shall so advise all
Holders of Preferred Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares that may
be included in the underwritten public offering shall be allocated to the Holders of such Preferred Registrable Securities on a pro
rata basis based on the number of Preferred Registrable Securities held by all such Holders (including the Initiating Holders). Any
Preferred Registrable Securities excluded or withdrawn from such underwritten public offering shall be withdrawn from the
registration.


 






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(c)           The Company shall not be required to effect a registration pursuant to this Section 1.2:


 


		a.	in any particular jurisdiction in which the Company would be required to execute a general consent to service
of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be
required under the Act;



 


		b.	after the Company has effected two (2) registrations pursuant to this Section 1.2, and such registrations
have been declared or ordered effective;



 


		c.	if the Initiating Holders, together with the holders of any other securities of the Company entitled to inclusion
in such registration, propose to sell Preferred Registrable Securities and such other securities (if any) at an aggregate price to the
public (net of any underwriters’ discounts or commissions) of less than twenty five million US Dollars ($25,000,000);



 


		d.	during the period starting with the date sixty (60) days prior to the Company’s good faith estimate
of the date of the filing of, and ending on a date that is the earlier of (A) one hundred and eighty (180) days following the effective
date of the Initial Offering; and (B) ninety (90) days following the effective date of each other Company-initiated registration subject
to Section 1.3 below, provided that the Company is actively employing in good faith all best efforts to cause such registration statement
to become effective; or



 


		e.	if the Company shall furnish to the Initiating Holders requesting a registration statement pursuant to this
Section 1.2, a certificate signed by the Company’s Chief Executive Officer or Chairman of the Company’s Board of Directors
(the "Board") stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company
and its shareholders for such registration statement to be effected at such time, in which event the Company shall have the right to defer
such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, provided that such
right to delay a request shall be exercised by the Company not more than
once in any twelve (12) months period. 



 






    4 


     


    

 


1.3          Company Registration.


 


(a)          If
(but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company
for shareholders other than the Holders) any of its shares or other securities under the Act in connection with the public offering of
such securities (other than (i) in connection with the Company’s Initial Offering or (ii) a registration relating solely to the
sale of securities to participants in a Company share option plan, a registration relating to a corporate reorganization or other transaction
listed in Rule 145(a) of the Act or a registration on any form that does not include substantially the same information as would be required
to be included in a registration statement covering the sale of the Registrable Securities (the "Excluded Securities")),
the Company shall, at such time, promptly give each Holder written notice of such registration. Except for the Excluded Securities, upon
the written request of each Holder given within twenty (20) days after delivery of such notice by the Company in accordance with Section
3.5, the Company shall, subject to the provisions of Section 1.3, use its reasonable best efforts to cause to be registered under the
Act all of the Registrable Securities that each such Holder has requested to be registered.


 


(b)          Right to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by
it under this Section 1.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities
in such registration. The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 1.7 hereof.


 


(c)          Underwriting
Requirements. In connection with any underwritten public offering of shares of the Company’s share capital, the Company
shall not be required under this Section 1.3 to include any of the Holders’ securities in such offering unless they accept the
terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to
select the underwriters) (which underwriter or underwriters shall be reasonably acceptable to the participating Holders) and enter
into an underwriting agreement in customary form with an underwriter or underwriters selected by the Company. Notwithstanding any
other provision of this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the
number of shares (including Registrable Securities) to be underwritten, the number of shares that may be included in the
underwriting shall be allocated, (i) first, to the Company, (ii) second, to the Holders of Preferred Registrable Securities
pro-rata, based on the total number of Preferred Registrable Securities then held by the Holders of Preferred Registrable Securities
requesting to be included in such registration; provided, however, that the number of Preferred Registrable Securities to be
included in such underwriting and registration shall not be below thirty percent (30%) of the total amount of shares included in
such registration; and (iii) third, to the Founder with respect to the number of Founder Registrable Securities that the Founder is
requesting to be included in such registration. Any Registrable Securities excluded or withdrawn from such underwriting shall be
excluded and withdrawn from the registration. For purposes of the second preceding sentence, concerning apportionment, for any
selling shareholder that is a Holder of Registrable Securities and that is a partnership, limited liability company or corporation,
the partners, members, retired partners, retired members and shareholders of such Holder, or the estates and family members of any
such partners, members and retired partners, retired members and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling Holder" and any pro rata reduction with respect to such "selling Holder" shall be
based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.


 






    5 


     


    

 


1.4           Form F-3 Registration. In case the Company shall receive from the Initiating Holders a written request or requests that
the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the
Preferred Registrable Securities owned by such Holder or Holders, the Company shall:


 


(a)          within ten (10) days after receipt of any such request, give written notice of the proposed registration, and any related qualification
or compliance, to all other Holders of Preferred Registrable Securities; and


 


(b)          use its reasonable best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances
as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders’ Preferred
Registrable Securities as are specified in such request, together with all or such portion of the Preferred Registrable Securities of
any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written
notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this Section 1.4:


 


		a.	if Form F-3 is not available for such offering by the Holders;



 


		b.	if the Holders Preferred Registrable Securities, together with the holders of any other securities of the
Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate
price to the public (net of any underwriters’ discounts or commissions) of less than fifteen million US Dollars ($15,000,000);



 


		c.	if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer or Chairman
of the Board stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders
for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing
of the Form F-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder
or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once
in any twelve (12) months period;



 


		d.	if the Company has, within the twelve (12) months period preceding the date of such request, already
effected two (2) registrations on Form F-3 for the
Holders pursuant to this Section 1.4; or



 


		e.	in any particular jurisdiction in which the Company would be required to qualify to do business or to execute
a general consent to service of process in effecting such registration, qualification or compliance.



 


(c)           Subject
to the foregoing, the Company shall file a registration statement covering the Preferred Registrable Securities and other securities
so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected
pursuant to this Section 1.4 shall not be counted as requests for registration effected pursuant to Section 1.2.


 






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1.5           Obligations
of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:


 


(a)          prepare
and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration
statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities registered thereunder,
keep such registration statement effective for a period of up to (i) one hundred and eighty (180) days, (ii) in the event of a Form F-3
registration, for a period of up to two hundred and seventy (270) days or, (iii) in either case, if earlier, until the distribution contemplated
in the Registration Statement has been completed;


 


(b)          prepare
and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of the Act with respect to the disposition of all securities
covered by such registration statement;


 


(c)          furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements
of the Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned
by them;


 


(d)          use its best efforts to register and qualify the securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required
in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any
such states or jurisdictions;


 


(e)          in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual
and customary form, with the managing underwriter of such offering;


 


(f)           notify
each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is
required to be delivered under the Act or the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then
existing;


 






    7 


     


    

 


(g)          cause all such Registrable Securities registered pursuant hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;


 


(h)          provide
a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration;


 


(i)           cause
senior representatives of the Company to participate in any "road show" or "road shows" reasonably requested by any
underwriter of an underwritten or "best efforts" offering of Registrable Securities; and


 


(j)           furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Agreement, on the date
that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Agreement,
if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that
the registration statement with respect to such securities becomes effective, (i) an opinion, dated such date, of the counsel representing
the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter
dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders
requesting registration of Registrable Securities.


 


1.6           Information
from Holder. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with
respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding
itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect
the registration of such Holder’s Registrable Securities.


 


1.7           Expenses
of Registration. All expenses other than underwriting discounts and commissions incurred in connection with registrations,
filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including (without limitation) all registration, filing and
qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees
and disbursements of one counsel for the selling Holders shall be borne by the Company. Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 or Section 1.4 if the
registration request is subsequently withdrawn at the request of the Holders holding a majority of the Registrable Securities to be
registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable
Securities that were to be requested in the withdrawn registration), unless, in the case of a registration requested under Section
1.2 , the Holders holding a majority of the Registrable Securities agree to forfeit their right to one (1) demand registration
pursuant to Section 1.2; provided, however, that if at the time of such withdrawal, the Holders have
learned of a material adverse change in the condition, business, or prospects of the Company from that known to the Holders at the
time of their request and have withdrawn the request with reasonable promptness following disclosure by the Company of such material
adverse change, then the Holders shall not be required to pay any of such expenses and shall retain their rights pursuant to Section
1.2 or 1.4.


 






    8 


     


    

 


1.8           Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying
any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section
1.


 


1.9           Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:


 


(a)          To
the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, members or officers, directors
and shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter (as defined in the Act) for such
Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Act or the 1934 Act (a
 "Holder Indemnitee"), against any losses, claims, damages or liabilities (joint or several) to which they may
become subject under the Act, the 1934 Act or any state securities laws, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a
 "Violation"): (i) any untrue statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements
thereto or any disclosure package filed with the SEC, (ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act,
the 1934 Act or any state securities laws; and the Company will reimburse each such Holder Indemnitee promptly upon demand for any
legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained in this subsection 1.9(a)
shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected
without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), nor shall the Company
be liable in any such case to a Holder Indemnitee for any such loss, claim, damage, liability or action to the extent that it arises
out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished expressly for
use in connection with such registration statement by such Holder Indemnitee; provided further, however,
that the foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder
Indemnitee, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a
copy of the prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto)
was not sent or given by or on behalf of such Holder Indemnitee, if required by law so to have been delivered, at or prior to the
written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have
cured the defect giving rise to such loss, claim, damage or liability.


 






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(b)          To
the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its
directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning
of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities in such registration
statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages or liabilities (joint
or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act or any state securities laws, insofar
as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished
by such Holder expressly for use in connection with such registration statement; and each such Holder will reimburse any person intended
to be indemnified pursuant to this subsection 1.9(b), for any legal or other expenses reasonably incurred by such person in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity
agreement contained in this subsection 1.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld, conditioned
or delayed), provided that in no event shall any indemnity under this subsection 1.9(b) exceed the net proceeds from the offering received
by such Holder.


 


(c)          Promptly after receipt by an indemnified party under this Section 1.9 of notice of the commencement of any action (including any
governmental action) involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim in respect
thereof is to be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties;
provided, however, that an indemnified party (together with all other indemnified parties that may be represented without
conflict by one counsel) shall have the right to retain one (1) separate counsel, with the fees and expenses to be paid by the indemnifying
party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual
or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The
failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially
prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under
this Section 1.9 but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section 1.9. No indemnifying party will consent to entry of any judgment or
enter into any settlement, which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified
party of a release from all liability in respect to such claim or litigation.


 






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(d)         If the indemnification provided for in this Section 1.9 is held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to herein, then the indemnifying party, in lieu of indemnifying
such indemnified party hereunder, shall, subject to the limitation set forth in this Section 1.9(d), contribute to the amount paid or
payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with
the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable
considerations. Notwithstanding anything to the contrary contained herein, in no event shall the contribution obligation of any Holder
set forth in this Section 1.9(d) exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified
party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement
or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the
public offering price of all such Registrable Securities offered and sold by such Holder pursuant to the applicable registration statement,
and (y) no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation; and provided further that in no event
shall a Holder’s liability pursuant to this Section 1.9(d), when combined with the amounts paid or payable by such Holder pursuant
to Section1.9(b), exceed the proceeds from the offering received by such Holder (net of any selling expenses paid by such Holder), except
in the case of willful misconduct or fraud by such Holder.


 


(e)          Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control against each Holder to the extent such Holder is party to the underwriting agreement.


 


(f)           The obligations of the Company and Holders under this Section 1.9 shall survive the completion of any offering of Registrable Securities
in a registration statement under this Section 1 , and otherwise.


 






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1.10         Reports Under Securities Exchange Act of 1934. With a view to making available to the Holders the benefits of Rule 144
promulgated under the Act ("SEC Rule 144") and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or pursuant to a registration on Form F-3, the Company
agrees to:


 


(a)          make
and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective
date of the Initial Offering;


 


(b)         file with the SEC in a timely manner all reports and other documents required of the Company under the Act and the 1934 Act; and


 


(c)          furnish
to any Holder of Registrable Securities, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written
statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90) days
after the effective date of the first registration statement filed by the Company), the Act and the 1934 Act (at any time after it has
become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3
(at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other reports
and documents so filed by the Company with the SEC, and (iii) such other information as may be reasonably requested in availing
any Holder of any rule or regulation of the SEC that permits the selling of any such securities without registration or pursuant to such
form.


 


1.11         Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section
1 may be assigned (but only with all related obligations and together with the transfer of the Registrable Securities pursuant to the
Articles of Association of the Company then in effect) by a Holder of Registrable Securities to a transferee or assignee of such securities
that is a Permitted Transferee (as such term is defined in the Company's Articles of Association then in effect) of such Holder provided:
(a) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee
or assignee and the securities with respect to which such registration rights are being assigned; (b) such transferee or assignee
agrees in writing, in a form reasonably satisfactory to the Company, to be bound by and subject to the terms and conditions of this Agreement,
including without limitation the provisions of Section 1.13 below; and (c) such assignment shall be effective only if immediately
following such transfer the further disposition of such securities by the transferee or assignee is restricted under the Act.


 


1.12         Limitations
on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent
of the Holders holding a majority of the Preferred Registrable Securities, enter into any agreement with any holder or prospective holder
of any securities of the Company that would allow such holder or prospective holder (a) to include such securities in any registration
filed under Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities
in any such registration only to the extent that the inclusion of such securities will not reduce the amount of the Registrable Securities
of the Holders that are included or (b) to demand registration of their securities.


 






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1.13         "Market
Stand-Off" Agreement. Each Holder hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering and
ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180)
days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary
Shares or any securities convertible into or exercisable or exchangeable for Ordinary Shares (whether such shares or any such
securities are then owned by the Holder or Founder, as the case may be, or are thereafter acquired by the Holder or Founder), or
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of the Ordinary Shares, whether any such transaction described in clause (i) or (ii) above is to be settled by
delivery of Ordinary Shares or such other securities, in cash or otherwise (such period, as it may be reduced with the prior written
consent of the managing underwriter, in its sole discretion, the "Lock-Up"). The foregoing provisions of this
Section 1.13 shall apply only to the Company’s Initial Offering, shall not apply to (x) the sale of any shares to an
underwriter pursuant to an underwriting agreement, or (y)(A) the transfer of any shares to another corporation, partnership, limited
liability company or other business entity that is an affiliate of such Holder, or to any investment fund or other entity controlled
or managed by or under common control with such Holder or affiliates of such Holder, or (B) as part of a distribution or transfer by
such Holder to its stockholders, partners, members or other equity holders or to the estate of any such stockholders, partners,
members or other equity holders, and (z) the transfer of any shares to any trust for the direct or indirect benefit of the Holder or
the immediate family of the Holder, provided that in the cases of (y) and (z) the transferee agrees to be bound in writing by the
restrictions set forth herein, and shall only be applicable to the Holders if all officers and directors and greater than one
percent (1%) shareholders of the Company enter into similar agreements. The underwriters in connection with the Company’s
Initial Offering are intended third party beneficiaries of this Section 1.13 and shall have the right, power and authority to
enforce the provisions hereof as though they were a party hereto. In addition, at the underwriters’ request, each Holder and
the Founder, shall enter into a lock-up agreement in customary form reflecting the foregoing. Notwithstanding the foregoing, any
release of a Lock-Up by the underwriters shall only be effective if made on a pro rata basis, including with respect to management
and employees, and any lock-up agreement with underwriters shall contain a clause to this effect.


 


In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares
or securities of every other person subject to the foregoing restriction, including the Founder) until the end of such period.


 


To the extent that there shall
be discretionary releases of shares from the Lock-Up, such discretionary releases of shares shall be allocated on a pro rata basis based
on the number of shares of Ordinary Shares (including Ordinary Shares issuable upon the conversion of Preferred Shares) held by all shareholders
that are subject to the Lock-Up.


 


1.14         Foreign Offerings. The provisions of this Section 1 shall apply, mutatis mutandis, to any registration of securities of
the Company outside of the United States.


 


1.15         Termination
of Registration Rights. The rights of any Founder provided in this Section 1 , shall terminate upon such time as Rule 144 of the
Securities Act or another similar exemption under the Securities Act is available for such Founder for the sale of all of its
Registrable Securities without any volume limitations (the “Rule 144 Termination Date”); and the rights of any Holder
(other than the Founders) provided in this Section 1, shall terminate upon the earlier of (i) five (5) years following the
completion of the Initial Offering, and (ii) such time as Rule 144 of the Securities Act or another similar exemption under the
Securities Act is available for such Holder for the sale of all of its Registrable Securities without any volume limitations.


 






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2.             Representations, Warranties and Covenants of the Company.


 


2.1           Delivery of Financial Statements. For as long as the Preferred Shares are outstanding, the Company shall deliver to each
Preferred Investor or any transferee thereof (the "Eligible Preferred Investor"):


 


(a)          as soon as practicable, but in any event within seventy five (75) days after the end of each fiscal year of the Company, an income
statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity as of the end of such year,
and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, on consolidated and stand-alone
basis, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), and audited
and certified by independent public accountants of nationally recognized standing selected by the Company, and accompanied by an opinion
of such accounting firm which opinion shall state that such balance sheet and income statement and statement of cash flow have been prepared
in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, and present fairly and accurately the financial
position of the Company as of their date, and that the audit by such accountants in connection with such financial statements has been
made in accordance with GAAP;


 


(b)          as
soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal
year of the Company, an unaudited consolidated and standalone income statement, statement of cash flows for such fiscal quarter and an
unaudited balance sheet as of the end of such fiscal quarter, and in the case of the first, second and third quarterly periods, for the
period from the beginning of the current fiscal year to the end of such quarterly period, setting forth in each case in comparative form
the figures for the corresponding period of the previous fiscal year, all in reasonable detail and United States dollar-denominated;


 


(c)          as soon as practicable, but in any event within thirty (30) days of the end of each month, an unaudited income statement and statement
of cash flows and balance sheet for and as of the end of such month, in reasonable detail;


 


(d)          as
soon as practicable, but in any event at least thirty (30) days prior to the end of each fiscal year, a budget and business plan for
the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such
months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and


 


(e)          with
respect to the financial statements called for in subsections (b) and (c) of this Section 2.1, an instrument executed by the
Chief Financial Officer or President of the Company certifying that such financials were prepared in accordance with GAAP
consistently applied with prior practice for earlier periods (with the exception of footnotes that may be required by GAAP) and
fairly present the financial condition of the Company and its results of operation for the period specified, subject to year-end
audit adjustment; and


 


(f)           such other information relating to the financial condition, business, prospects or corporate affairs of the Company as the Eligible
Preferred Investor may from time to time reasonably request, provided, however, that the Company shall not be obligated
under this subsection (f) to provide information that it deems in good faith to be a trade secret or similar confidential information
of the Company or any affiliate thereof, unless a customary confidentiality undertaking is signed.


 






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2.2           Inspection. The Company shall permit each Eligible Preferred Investor or, subject to customary confidentiality restrictions
and undertakings, its authorized representatives, at the Eligible Preferred Investor’s expense, to visit and inspect the Company’s
properties, to examine its books of account and records and to discuss the Company’s affairs, finances and accounts with its officers,
during normal business hours following reasonable notice and as often as may be reasonably requested by the Eligible Preferred Investor.


 


2.3           Termination of Information and Inspection Covenants. The covenants set forth in Sections 2.1 and 2.2 shall terminate and
be of no further force or effect upon the closing of the Initial Offering or when the Company first becomes subject to the periodic reporting
requirements of Sections 12(g) or 15(d) of the 1934 Act, whichever event shall first occur.


 


2.4           Directors
and Officers Insurance. The Company shall obtain and maintain in effect via a broker and through an insurer approved in writing by
the Preferred Investors and upon terms acceptable to the Preferred Investors directors and officers liability insurance policy in an
aggregate amount of at least five million US Dollars ($5,000,000).


 


2.5           CFC
Representations and Warranties.


 


(a)          Immediately after the closing of the transaction contemplated by the Private Placement Agreement, the Company will not be a "Controlled
Foreign Corporation" ("CFC") as defined in the U.S. Internal Revenue Code of 1986, as amended (or any successor
thereto) (the "Code") with respect to the shares held by the Preferred Investors.


 


(b)          NUntil
the closing of the Initial Offering, no later than forty-five (45) days following the end of each of the Company’s taxable year,
any time that there is a change in either the Company's, or a subsidiary of the Company’s, ownership structure, and at any other
time reasonably requested by a Preferred C Investor, Preferred D Investor or Preferred E Investor (a "Preferred C/D/E Investor"),
the Company shall supply each Preferred C/D/E Investor, upon its request, with all information that it has in its possession that may
be reasonably necessary for a Preferred Investor to determine, (A) whether such Preferred C/D/E Investor, or one of its direct or indirect
owners, is a "United States Shareholder" (as described in Section 951(b) of the Code) with respect to the Company or any Subsidiary
of the Company, (B) whether the Company, or any subsidiary of the Company, is a CFC.


 


(c)          IUntil
the closing of the Initial Offering, in the event that the Company is determined, by counsel, accountants for the majority of the
Preferred C Investors, or accountants for the majority of the Preferred D Investors or accountants for the majority of the Preferred
E Investors, to be a CFC with respect to the shares of the Company held by a Preferred C/D/E Investor, as applicable, the Company
agrees (A) to use commercially reasonable efforts to avoid (I) generating "subpart F income" as such term is defined in
Section 952 of the Code and the Treasury Regulations promulgated thereunder, and (II) investing in "United States
property" as such term is defined in Section 956(c) of the Code and the Treasury Regulations promulgated thereunder.


 






    15 


     


    

 


2.6           PFIC
Representations and Covenants. The Company represents, warrants and covenants to each Preferred Investor (and acknowledges that such
Preferred Investor and its counsels are relying thereon) the following:


 


(a)          The
Company will make its commercially reasonable efforts not to be at any time during the 2019 calendar year, a "passive foreign investment
company" (or "PFIC") within the meaning of Section 1297 of the Code. The Company shall use its commercially reasonable
efforts to avoid and, use its commercially reasonable efforts to cause its subsidiaries to avoid, being a PFIC.


 


(b)          TUntil the closing of the Initial Offering, the Company shall provide, upon a Preferred Investor’s reasonable request, any
information reasonably available to the Company and its affiliates which is reasonably requested by a Preferred Investor in order for
the Preferred Investor to determine whether the Company is a PFIC. The Company will provide prompt written notice to the Preferred Investors
if at any time the Company determines that it is a PFIC.


 


(c)          TUntil
the closing of the Initial Offering, the Company shall provide any information reasonably available to the Company and its affiliates
which is requested by a Preferred Investor in order for such Preferred Investor to make required filings with applicable taxing authorities
including, without limitation, U.S. Internal Revenue Service filings on Form 8621.


 


(d)          UUntil
the closing of the Initial Offering, upon request of a Preferred Investor, the Company shall as soon as reasonably practicable, but in
no event later than 60 days after the end of each U.S. taxable year of the Company, provide the Preferred Investor with a "PFIC
Annual Information Statement" (within the meaning of U.S. Treasury Regulations Section 1.1295-1(g)), which shall be signed by the
Company or an authorized representative of the Company and which shall set forth the following information:


 


		a.	the Preferred Investor’s pro rata share of the "ordinary earnings" and "net capital
gain" (as defined in U.S. Treasury Regulations Section 1.1293-1(a)(2)) of the Company for such taxable year;



 


		b.	the amount of cash and the fair market value of other property distributed or deemed distributed to the Subscriber
by the Company during such taxable year; and



 


		c.	a statement that the Company will permit the Preferred Investor to inspect and copy the Company’s permanent
books of account, records, and such other documents as may be maintained by the Company to establish that the Company’s "ordinary
earnings" and "net capital gain" are computed in accordance with U.S. federal income tax principles, and to verify these
amounts and the Subscriber’s pro rata shares thereof.



 


2.7           Entity Classification Representation. The Company shall take such actions, including making an election to be treated as a corporation
or refraining from making an election to be treated as a partnership, as may be required to ensure that at all times the company is treated
as corporation for United States federal income tax purposes.


 






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3.             Miscellaneous.


 


3.1          Successors
and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be
binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing
in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors
and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this
Agreement.


 


3.2           Governing
Law; Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Israel as applied to agreements
among Israeli residents entered into and to be performed entirely within the State of Israel. Any dispute arising under or in relation
to this Agreement shall be resolved by the competent court in Tel Aviv –Yafo, Israel, and each of the parties hereby submits exclusively
and irrevocably to the jurisdiction of such court.


 


3.3           Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 


3.4           Interpretation. The preamble and any schedules or exhibits to this Agreement form integral parts thereof. The titles and
subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.
Where the context requires, words importing the singular also import the plural, and vice versa, and words importing the whole also import
any part thereof, and vice versa. Words of inclusion shall not be construed as terms of limitation herein, so that references to “included”
matters shall be regarded as non-exclusive, non-characterizing illustrations.


 






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3.5           Notices.
Any notice required or permitted by any provision of this Agreement shall be given in writing and shall be delivered personally, by courier,
by facsimile, by electronic mail or by registered or certified mail, postage prepaid, addressed (i) in the case of the Company, to its
principal office; (ii) in the case of any Investor or the Founder at the address of the Investor or Founder as set forth on the signature
page hereto or such other address for the Investor or Founder as shall be designated in writing from time to time by the Investors or
Founder with a copy (not constituting a notice), in relation to a notice to Sapphire Ventures Fund IV, L.P. or Sapphire Opportunity Fund,
L.P., to (a) Goldfarb Seligman & Co., Law Offices, Ampa Tower, 98 Yigal Alon Street, Tel Aviv 6789141, Israel, Attn: Adv. Ashok J.
Chandrasekhar, ashok.chandrasekhar@goldfarb.com; and (b) Adv. Jim Morrone, Latham & Watkins LLP, 505 Montgomery Street, Suite
2000, San Francisco California, Jim.morone@lw.com; in relation to the investment funds affiliated with Insight Venture Management, LLC,
to Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019, Attn: Morgan D. Elwyn, Esq., melwyn@willkie.com; in
relation to the investment funds affiliated with SG Growth Partners III Offshore AIV, LP and SG Growth Partners IV Offshore AIV, LP,
to Herzog Fox & Neeman Law Office Asia House, 4 Weizmann St., Tel Aviv 6423904, Israel, Att: Adv. Yair Geva and Adv. Yael Hauser,
Fax No. 972-3-6966464, gevay@hfn.co.il, hausery@hfn.co.il; in relation to a notice to Salesforce Ventures LLC to Bradley Chernin,
Covington & Burling LLP, 415 Mission Street, Suite 5400, San Francisco, California 94105; in relation to a notice to Zoom Video Communications,
Inc. to Jon Avina, Calise Cheng and Alex Kassai, Cooley LLP, 3175 Hanover Street, Palo Alto, California 494304; and, in relation to a
notice to the Company, to Attn: Adv. Alon Sahar and Adv. Efrat Ziv, Meitar, Law Offices, 16 Abba Hillel Rd. Ramat Gan, Israel, asahar@meitar.com
and efratz@meitar.com, and, (iii) in the case of any permitted transferee of a party to this Agreement or its transferee, to such
transferee at its address as designated in writing by such transferee to the Company from time to time. Notices that are mailed shall
be deemed received five (5) days after deposit in the mail. Notices sent by courier or overnight delivery shall be deemed received two
(2) days after they have been so sent. Notices sent by electronic mail or facsimile (with electronic confirmation of delivery) shall
be deemed received, if on a business day and during normal business hours of the recipient, then the same day, and otherwise on the first
business day in the place of recipient.


 


3.6           Expenses. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing
party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which
such party may be entitled.


 


3.7           Entire
Agreement; Amendments and Waivers. This Agreement (including the schedules hereto, if any) constitutes the full and entire
understanding and agreement among the parties with regard to the subjects hereof and thereof. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company and Holders of at least 60% of the Preferred
Registrable Securities. Notwithstanding the foregoing, (i) this Agreement may not be amended, and no provision hereof may be waived,
in each case, in any way which would adversely affect the rights of any Holder hereunder in a manner disproportionate to any adverse
effect such amendment or waiver would have on the rights of all other Holders hereunder, without also the written consent of such
Holder, and (ii) Sections 2.5, 2.6 and 2.7 shall not be amended or terminated, and the observance of any term thereof may not be
waived, without the written consent of each of the majority of the Preferred C Investors, the majority of the Preferred D Investors
and the majority of the Preferred E Investors. The Company shall give prompt notice of any amendment or termination hereof or waiver
hereunder to any party hereto that did not consent in writing to such amendment, termination, or waiver. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a
further or continuing waiver of any such term, condition, or provision. Any amendment or waiver effected in accordance with this
paragraph shall be binding upon the Investors, the Founder, their future transferees and the Company.


 






    18 


     


    

 


3.8           Severability.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from
this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.


 


3.9           Aggregation
of Shares. All shares of Registrable Securities held or acquired by affiliated entities or persons shall be aggregated together for
the purpose of determining the availability of any rights under this Agreement.


 


3.10         Additional
Parties. The parties hereto agree that subject to the prior written approval of the Holders holding at least 60% of the Preferred
Registrable Securities, additional parties may be added as parties to this Agreement as Holders with respect to any or all of the securities
of the Company purchased by them, and shall thereupon be deemed for all purposes a Holder hereunder. Any such additional party shall
execute a counterpart of this Agreement, and upon execution by such additional party and by the Company, shall be considered a Holder
for purposes of this Agreement and all terms and conditions of this Agreement shall apply to such additional party. The parties agree
that the schedules hereto shall be updated automatically without any formal amendment to reflect the addition of any such additional
party.


 


3.11         Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach
or default of any other party under this Agreement shall impair any such right, power or remedy of such party, nor shall it be construed
to be a waiver of any such breach or default or an acquiescence therein, or of or in any similar breach or default thereafter occurring;
nor shall any waiver of any single breach or default 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 provisions or conditions of this Agreement,
must be made in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this
Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.


 


3.12         No
 "Bad Actor" Designees. Each person with the right to designate or participate in the designation of a director as
specified in the Company’s Articles of Association as currently in effect hereby represents and warrants to the Company that,
to such person's knowledge, none of the "bad actor" disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated
under the Securities Act of 1933, as amended (the "Securities Act") (each, a "Disqualification
Event"), is applicable to such person's initial designee named therein, if applicable, for a Disqualification Event as to
which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable. Any director designee to whom any Disqualification Event is applicable,
except for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable, is hereinafter referred to as a
 "Disqualified Designee". Each person with the right to designate or participate in the designation of a director as
specified in the Company’s Articles of Association as currently in effect covenants and agrees (A) not to designate or
participate in the designation of any director designee who, to such person's knowledge, is a Disqualified Designee and (B) that in
the event such person becomes aware that any individual previously designated by any such person is or has become a Disqualified
Designee, such person shall as promptly as practicable take such actions as are necessary to remove such Disqualified Designee from
the board of directors and designate a replacement designee who is not a Disqualified Designee.


 


[Signature Pages Follow Immediately]


 






    19 


     


    

 



 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


	 	COMPANY:
	 	 
	 	 
	 	MONDAY.COM LTD.
	 	 
	 	By:	                         
	 	Name: Roy Mann
	 	Title: Co-Chief Executive Officer
	 	Address: 52 Menachem Begin Rd., Tel Aviv
	 	Email: Roy@monday.com




 


	 	FOUNDER
	 	 
	 	 
	 	ROY MANN
	 	 
	 	Email: roy@monday.com




 


	 	FOUNDER
	 	 
	 	 
	 	ERAN ZINMAN
	 	 
	 	Email: eran@monday.com




 


[Company Signature
Page (1) to monday.com – Amended and Restated Investors Rights’ Agreement]


 



     


     


    

 





INVESTORS:


 





	 	 	 
	IG AGGREGATOR, L.P.	 	SONNIPE LIMITED
	By: Insight Venture Associates X, L.P.,	 	Name:
	its general partner	 	Title:
	By: Insight Venture Associates X, Ltd.,	 	Address: Clinch's House, Lord St, Douglas, Isle of Man, IM99 1RZ
	its general partner	 	Email:
	By:	      	 	 
	 	Name: Blair Flicker	 	 
	 	Title: Authorized Officer	 	 
	Address: c/o Insight Venture Partners	 	 
	1114 Avenue of the Americas, 36th Floor	 	 
	New York, New York 10036	 	 
	Attn: Blair Flicker, General Counsel	 	 
	Email: bflicker@insightpartners.com	 	 
	 	 	 
	 	 	 



 





	 	 	 
	STRIPES III OFFSHORE AIV, LP	 	STRIPES IV OFFSHORE AIV, LP
	By: its general partner:	 	By: its general partner:
	Name:	 	Name:
	Title:	 	Title:
	Address: 402 W 13th Street 4th Floor, c/o Stripes Group LLC, New York, NY 10014	 	Address: 402 W 13th Street 4th Floor, c/o Stripes Group LLC, New York, NY 10014
	Email: ken@stripesgroup.com	 	Email:
	 	 	 
	 	 	 
	L1 CAPITAL VC DIRECT FUND	 	DAVID ZERAH
	Name:	 	Address: 33 Nurit St., Bazra, Israel
	Title:	 	Email:
	Address: Level 28, 101 Collins St., Melbourne, VIC, 3000, Australia	 	 
	Email:	 	 
	 	 	 
	 	 	 
	ISHAY GREEN	 	AVIAD EYAL
	Address:	 	Address: 11 HaTamar St., Raanana, Israel
	Email: ishayg@gmail.com	 	Email:



 


[Company Signature
Page (2) to monday.com – Amended and Restated Investors Rights’ Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 





	INSIGHT VENTURE PARTNERS IX, L.P.	 	INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
	 	 	 
	By: Insight Venture Associates IX, L.P., its general partner	 	By: Insight Venture Associates IX, L.P., its general partner
	By: Insight Venture Associates IX, Ltd., its general partner	 	By: Insight Venture Associates IX, Ltd., its general partner
	 	 	 
	By:	 	 	By:	 
	 	Name: Blair Flicker	 	 	Name: Blair Flicker
	 	Title: Authorized Officer	 	 	Title: Authorized Officer
	 	 	 
	Address:	 	 
	c/o Insight Venture Partners	 	Address:
	1114 Avenue of the Americas, 36th Floor New York, New York 10036	 	c/o Insight Venture Partners
	Attn: Blair Flicker, General Counsel	 	1114 Avenue of the Americas, 36th Floor, New York, New York 10036
	bflicker@insightpartners.com	 	Attn: Blair Flicker, General Counsel
	 	 	bflicker@insightpartners.com
	 	 	 
	INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.	 	INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
	 	 	 
	By: Insight Venture Associates IX, L.P., its general partner	 	By: Insight Venture Associates IX, L.P., its general partner
	By: Insight Venture Associates IX, Ltd., its general partner	 	By: Insight Venture Associates IX, Ltd., its general partner
	 	 	 
	By:	                              	 	By:	                                  
	 	Name: Blair Flicker	 	 	Name: Blair Flicker
	 	Title: Authorized Officer	 	 	Title: Authorized Officer
	 	 	 
	Address:	 	Address:
	c/o Insight Venture Partners	 	c/o Insight Venture Partners
	1114 Avenue of the Americas, 36th Floor New York, New York 10036	 	1114 Avenue of the Americas, 36th Floor New York, New York 10036
	Attn: Blair Flicker, General Counsel	 	Attn: Blair Flicker, General Counsel
	bflicker@insightpartners.com	 	bflicker@insightpartners.com



 


[Company Signature
Page (3) to monday.com – Amended and Restated Investors Rights’ Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


	INVESTORS:	 
	 	 
	SAPPHIRE VENTURES FUND IV, L.P.,	 
	a Delaware limited partnership	 
	 	 
	By: Sapphire Ventures (GPE) IV, L.L.C.,	 
	a Delaware limited liability company	 
	its general partner	 
	 	 
	By:	  	 
	Name:	 	 
	Title:	 	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	          	 




 


	Address:	3408 Hillview Avenue	 
	 	Palo Alto, California USA 94304	 
	Email:	 




 


	SAPPHIRE OPPORTUNITY FUND, L.P.,	 
	a Delaware limited partnership	 
	 	 
	By: Sapphire Opportunity (GPE) I, L.L.C.,	 
	a Delaware limited liability company	 
	its general partner	 
	 	 
	By:	          	 
	Name:  	 	 
	Title:	 Managing Member	 




 





	Address:	3408 Hillview Avenue	 
	 	Palo Alto, California USA 94304	 
	Email:	 


 


[Company Signature
Page (4) to monday.com – Amended and Restated Investors Rights’ Agreement] 


 









     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 








	
    

    HARBOURVEST PARTNERS XI VENTURE FUND L.P.

     

    By:
HarbourVest XI Associates L.P. Its General Partner

    By:
HarbourVest GP LLC Its General Partner

    By:
HarbourVest Partners, LLC Its Managing Member

    Name:

    Title:

    Address: c/o HarbourVest Partners, LLC, One Financial Center, 44th Floor, Boston, Massachusetts 02111

     
	 	
    

    HARBOURVEST PARTNERS XI VENTURE AIF L.P.

     

    By:
HarbourVest Partners (Ireland) Limited Its Alternative Investment Fund Manager

    By:
HarbourVest Partners L.P. Its Duly Appointed Investment Manager

    By: HarbourVest
    Partners, LLC

    Its General Partner

    Name:

    Title:

    Address: c/o HarbourVest Partners,
    LLC, One Financial Center, 44th Floor, Boston, Massachusetts 02111

	
    

    HARBOURVEST/NYSTRS CO-INVEST FUND II L.P.

     

    By:
HarbourVest/NYSTRS Associates II L.P. Its General Partner

    By:
HarbourVest/NYSTRS Associates II LLC Its General Partner

    By:
HarbourVest Partners, LLC Its Managing Member

    Name:

    Title:

    Address: c/o HarbourVest Partners,
    LLC, One Financial Center, 44th Floor, Boston, Massachusetts 02111
	 	
    

    HARBOURVEST FINANCE STREET L.P.

     

    By:
HarbourVest Finance Street Associates L.P. Its General Partner

    By:
HarbourVest GP LLC Its General Partner

    By:
HarbourVest Partners, LLC Its Managing Member

    Name:

    Title:

    Address: c/o HarbourVest Partners,
    LLC, One Financial Center, 44th Floor, Boston, Massachusetts 02111

     

	
    

    SMRS-TOPE LLC

     

    By:
HVST-TOPE LLC Its Managing Member

    By:
HarbourVest Partners L.P. Its Manager

    By:
HarbourVest Partners, LLC Its General Partner

    Name:

    Title:

    Address: c/o HarbourVest Partners,
    LLC, One Financial Center, 44th Floor, Boston, Massachusetts 02111
	 	 


 


[Company Signature
Page (5) to monday.com – Amended and Restated Investors Rights’ Agreement] 


 






     


     


    

 





IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 


	
    

    HAMILTON LANE/NYSCRF ISRAEL INVESTMENT FUND L.P.

    By: HL/NY Israel Investment Fund GP LLC, its General
    Partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
    adonofrio@hamiltonlane.com

     

    

    HAMILTON LANE PRIVATE MARKETS OPPORTUNITY FUND
    LP, FUND-OF-FUNDS SERIES

    By: HL PMOF GP LLC, Its General Partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
    adonofrio@hamiltonlane.com

     

    

    HL PRIVATE ASSETS HOLDINGS LP

    By: HL GPA LLC, its General Partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
adonofrio@hamiltonlane.com 
	 	
    

    HAMILTON LANE CO-INVESTMENT FUND IV HOLDINGS-2
    LP

    By: Hamilton
    Lane Co-Investment GP IV LLC, its General Partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
    adonofrio@hamiltonlane.com

     

    

    HAMILTON LANE PRIVATE EQUITY FUND X HOLDINGS LP

    By: HAMILTON LANE GP X LLC, its general partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
    adonofrio@hamiltonlane.com

     

     

    

    TARRAGON MASTER FUND LP

    By: Tarragon GP LLC, its General Partner

    Name: Anthony Donofrio, Authorized Person

    Address: 1 Presidential Blvd., 4th
    Floor, BALA Cynwyd, PA, 19004

    Email:
    adonofrio@hamiltonlane.com

     

	 	 	 
	Attention (for notices):	 	 
	
    Megan M. Howell

    Stone Pine Accounting Services, LLC

    4643 South Ulster Street, Suite 700

    Denver, CO 80237-2865

    Phone: 303-446-5926

    Fax: 303-446-5935

    monitor@stonepineaccounting.com
	 	
    Notices to Hamilton Lane entities shall be delivered
    with a copy (which shall NOT constitute a valid notice for the purposes of any agreement) to:

    Yair Udi & Co. – Law Offices

    11 Menachem Begin Rd., Rogovin Tidhar Tower, 16th
    floor, Ramat Gan, Israel

    Attention: Yair Udi, Adv.

    Telephone No.: +972.3.540.6885

    Facsimile No.: +972.3.540.6886

    E-mail: yair@yairudi.com

	
    Roger Chheng, Associate

    Hamilton Lane

    One Presidential Boulevard, 4th Fl.

    Bala Cynwyd, PA 19004

    Phone: 610-617-6466

    Fax: 610-617-9853

    monitor@hamiltonlane.com
	 	 
	
     

    Denise Ayala, Paralegal

    Hamilton Lane

    One Presidential Boulevard, 4th Fl.

    Bala Cynwyd, PA 19004

    Phone: 610-617-6029

    Fax: 610-617-9853

    legal@hamiltonlane.com
	 	 


 





[Company Signature
Page (6) to monday.com – Amended and Restated Investors Rights’ Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 





	 	 
	ICP M1, L.P.	 
	 	 
	By: its General Partner:	 
	ION CROSSOVER PARTNERS GP L.P.,	 
	By: ION Crossover Partners Fund Ltd., as general partner	 
	By:	                 	 
	Name: Gilad Shany	 
	Title: Director	 
	Address: 89 Medinat Ha'Yehudim Street, 13th Floor, Herzliya, Israel	 
	Email: gilad@ion-am.com	 



 


[Company Signature
Page (7) to monday.com – Amended and Restated Investors Rights’ Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties hereto have executed
this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 





	VINTAGE CO-INVESTMENT FUND II (CAYMAN), L.P.,	 
	 	 
	VINTAGE CO-INVESTMENT FUND II (ISRAEL), L.P.,	 
	 	 
	VINTAGE OPPORTUNITY FUND L.P.	 
	 	 
	VINTAGE SECONDARY FUND IV, L.P.	 
	 	 
	By:	                 	 
	Name: Alan Feld / Abe Finkelstein	 
	Title: Partners	 
	Address: 12 Abba Eban Ave. Herzliya Pituach	 
	Email:	 
	 	 



  





	GL-OP-1, L.P.	 
	Name:	Aviad Eyal, General Partner	 
	Address:	 	 
	Email:	 	 
	 	 	 




 





	Grace Software Cross Fund Holdings, L.P.	 
	By: Grace Holdings II GP, LLC, its general partner	 
	By:	 	 
	 	Name: Blair Flicker	 
	 	Title: Authorized Officer	 
	Address: c/o Insight Venture Partners
 1114 Avenue of the Americas, 36th Floor, New York, New York 10036
 Attn: Blair Flicker, General Counsel
 bflicker@insightpartners.com	 




 


[Company Signature
Page (8) to monday.com – Amended and Restated Investors Rights’ Agreement] 


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 


	SALESFORCE VENTURES LLC	 
	 	 
	 	 
	By:	          	 
	 	 
	Name:	 	 
	 	 
	Title:	 	 
	 	 
	Address:	 	 
	 	 
	Email:	 	 




 


[Company Signature
Page (9) to monday.com – Amended and Restated Investors Rights’ Agreement]


 






     


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Amended and Restated Investors’ Rights Agreement as of the first date written above.


 


INVESTORS:


 





	ZOOM VIDEO COMMUNICATIONS, INC.	 
	 	 
	 	 
	By:	          	 
	 	 
	Name:	 	 
	 	 
	Title:	 	 
	 	 
	Address:	 	 
	 	 
	Email:	 	 


 


[Company Signature Page (10) to monday.com
 – Amended and Restated Investors Rights’ Agreement]