Exhibit 4.3


 


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.


 






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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.


 


(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.



 









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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.


 


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


 






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(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.


 


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;


 






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(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;


 


(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.


 


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.


 






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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.


 


(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.


 


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.


 






    8 


     


    

 


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.


 


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.


 






    9 


     


    

 


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.


 


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).


 






    10 


     


    

 


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.


 


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.


 






    11 


     


    

 


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.


 


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.


 






    12 


     


    

 


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.


 


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]


 






    13 


     


    

 



 


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.

    By: Insight Venture Associates X, L.P.,

    its general partner

    By: Insight Venture Associates X, Ltd.,

    its general partner
	 	SONNIPE LIMITED

    Name:

    Title:

    Address: Clinch's House, Lord St, Douglas,
    Isle of Man, IM99 1RZ

    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

    By: its general partner:

    Name:

    Title:

    Address:
    402 W 13th Street 4th Floor, c/o Stripes Group LLC, 

    New York, NY 10014

    Email: ken@stripesgroup.com 
	 	STRIPES
    IV OFFSHORE AIV, LP

    By: its general partner:

    Name:

    Title:

    Address:
    402 W 13th Street 4th Floor, c/o Stripes Group LLC,

    New York, NY 10014

    Email: 

	 	 	 
	 	 	 
	 	 	 
	L1 CAPITAL VC DIRECT FUND

    Name:

    Title:

    Address: Level 28, 101 Collins St., Melbourne,
    VIC, 3000, Australia

    Email: 
	 	DAVID ZERAH

    Address: 33 Nurit St., Bazra, Israel

    Email: 

	 	 	 
	 	 	 
	 	 	 
	ISHAY GREEN

    Address:

    Email: ishayg@gmail.com 
	 	AVIAD EYAL

    Address: 11 HaTamar St., Raanana, Israel

    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, Ltd.,

    its general partner 
	 	By: Insight Venture Associates IX, L.P.,

    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

    1114 Avenue of the Americas, 36th Floor, New York,

    New York 10036

    Attn: Blair Flicker, General Counsel

    bflicker@insightpartners.com 
	 	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 

	 	 	 
	 	 	 
	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, Ltd.,

    its general partner	 	By: Insight Venture Associates IX, L.P.,

    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

    1114 Avenue of the Americas, 36th Floor

    New York, New York 10036

    Attn: Blair Flicker, General Counsel bflicker@insightpartners.com 
	 	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 (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.	 	HARBOURVEST
    PARTNERS XI VENTURE AIF 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 
	 	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.	 	HARBOURVEST
    FINANCE STREET 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
	 	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.	 	HAMILTON LANE CO-INVESTMENT
    FUND IV HOLDINGS-2 LP
	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
	 	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 MARKETS OPPORTUNITY FUND LP,
    FUND-OF-FUNDS SERIES	 	HAMILTON LANE PRIVATE EQUITY
    FUND X HOLDINGS LP
	 	 	 
	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
	 	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

	 	 	 
	 	 	 
	HL PRIVATE ASSETS HOLDINGS LP	 	TARRAGON MASTER FUND 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
	 	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]