Document

Exhibit 4.3
EXECUTION VERSION

THIS WARRANT  AND THE  SHARES ISSUABLE  HEREUNDER  HAVE NOT BEEN REGISTERED   UNDER   THE  SECURITIES   ACT  OF  1933,   AS  AMENDED   (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION  THEREOF  UNDER  SUCH  ACT  OR  OTHERWISE  IN ACCORDANCE WITH APPLICABLE LAW.
WARRANT TO PURCHASE STOCK
						
	Company:	Kaltura, Inc.
	Number of Shares:	32,841
	Class of Stock:	Series E Preferred Stock, $0.0001 par value per share, subject to the adjustment set forth below
	Warrant Price:	as defined below
	Issue Date:	October 28, 2015
	Expiration Date:	October 28, 2025, subject to Section 5.1



THIS WARRANT  CERTIFIES  THAT, for value received, receipt  of which is hereby acknowledged,  ORIX  Finance  Equity  Investors,  LP,  a  Delaware  limited  partnership ("Holder"),  is entitled  to purchase,  at any time during the Term (as such term is defined  in Section 5.1 below),  the number  of fully paid and non assessable  shares of Series E Preferred Stock,  $0.0001 par value per share (the "Series E Preferred Stock"), of Kaltura, Inc., a Delaware corporation (the "Company"), at the initial Warrant Price set forth above, as adjusted pursuant to the other terms of this Warrant,  subject to the provisions and upon the terms and conditions set forth in this Warrant; provided, that notwithstanding  the foregoing, in the event that a Qualified Financing  (as defined below)  occurs during the period  commencing  after the Issue Date and ending on December 31, 2015, this Warrant shall be exercisable instead (A) for that number of shares of Next Financing Securities (as defined below) equal to $500,000,  divided by the Next Financing  Securities Price (as defined below),  and (B) at the initial Warrant Price equal to the Next Financing Securities Price,  as adjusted pursuant to the other terms of this Warrant,  subject to the provisions  and upon  the terms  and conditions  set forth in this Warrant;  and provided further, that not withstanding the foregoing, in the event that a Qualified Financing occurs during the period commencing on January 1, 2016 and ending on March 30, 2016, this Warrant shall be exercisable  instead  (x) for that  number  of shares  of Next  Financing  Securities  equal  to  (i) $500,000,  divided by (ii) an amount equal to 80% of the Next Financing  Securities Price (as defined below), and (y) at the initial Warrant Price equal to 80% of the Next Financing Securities Price, as adjusted pursuant to the other terms of this Warrant,  subject to the provisions and upon the terms and conditions set forth in this Warrant. It is hereby agreed that upon consummation of a Qualified Financing prior to March 30, 2016, the Company shall execute and deliver, in lieu of this Warrant,  a new warrant of like tenor reflecting the adjusted number and class of shares and Warrant Price, as set forth above and otherwise in accordance with the provisions of Section 1.8 below. This Warrant is being issued pursuant to the Second Amended and Restated Loan and Security  Agreement  between  the  Company  and  ORIX  Ventures,  LLC,  a  Delaware  limited liability company,  as successor in interest to ORIX Venture Finance LLC,  a Delaware limited








liability company,  dated  as  of  October  28,  2015  (as  amended,  restated,   supplemented   or otherwise  modified,  the  "Loan  Agreement").    Capitalized  terms  used  herein,  which  are  not defined,  shall have the meanings set forth in the Loan Agreement. 
For the purposes of this Warrant, the following terms shall have the meanings  set forth below:
"Next Financing Securities"  shall mean  the class of capital  stock issued to investors  in connection with the next Qualified Financing occurring after the Issue Date.
"Next Financing Securities Price"  shall mean the lowest price per share at which Next Financing Securities are issued in connection with the next Qualified Financing occurring after the Issue Date.
"Qualified  Financing"  shall mean the next equity financing of the Company in which the Company receives at least $20 million for the issuance of Next Financing Securities.
"Shares"  means the class of the Company's  capital stock into which the Warrant is then exercisable.
"Warrant Price" shall mean (i) if this Warrant is exercisable  for Series E Preferred  Stock -  $15.223 per share as adjusted  in accordance with the terms hereof and (ii) if this Warrant is exercisable  for_Next Financing  Securities -  the exercise price per Share as set forth above, as adjusted in accordance with the terms hereof.
ARTICLE 1.  SHARES; EXERCISE.
1.1Number  of Shares. The number of Shares initially subject to this Warrant  shall initially be the number of Shares set forth above.
1.2Method of Exercise.  Holder may exercise this Warrant by delivering (including a facsimile transmission) a duly executed Notice of Exercise in substantially the form attached as Appendix 1   to the principal office of the Company.   Unless Holder is exercising the conversion right set forth in Section 1.3, Holder shall also deliver to the Company the aggregate Warrant Price  for the  Shares  being  purchased  (i) by  wire  transfer  or by  check,  or  (ii) by  notice  of cancellation of indebtedness of the Company to Holder, or (iii) a combination of (i) and (ii).
1.3Conversion Right.  In lieu of exercising this Warrant as specified in Section 1.2, Holder may from time to time convert this Warrant, in whole or in part, into a number of Shares determined  by dividing  (a) the  aggregate  fair market  value  of the  Shares or other  securities otherwise  issuable  upon  the  proposed  whole  or partial  exercise  of this  Warrant  minus  the aggregate  Warrant  Price of such Shares by (b) the fair market value  of one Share.    The fair market value of the Shares shall be determined pursuant to Section 1.6 below.
1.4Effective Date of Exercise. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above.  The person  entitled  to receive  the  Shares issuable  upon  exercise  of this Warrant,  as designated in the Notice of Exercise in substantially the form attached as Appendix 1,  shall be 
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treated for all purposes  as the holder of record of such Shares as of the close of business  on the date the Holder is deemed to have exercised this Warrant.
1.5No  Rights  of Shareholder.    This  Warrant  does not  entitle  Holder  to any voting rights as a shareholder of the Company prior to the exercise or conversion hereof.  Upon exercise or conversion  hereof, as set forth herein, the Holder  shall be deemed to be a shareholder  of the Company holding the number of Shares as to which this Warrant has been exercised on the date the Notice of Exercise in substantially the form attached as Appendix  1   has been received by the Company at the principal office of the Company with any payment or other documents called for by the terms hereof.
1.6Fair  Market  Value.    If the Shares or the Company's  shares of Common  Stock issuable upon conversion of the Shares are traded in a public market, the fair market value of the Shares shall be the closing price of the Shares (or the closing price of the Company's stock into which  the  Shares  are  convertible)  reported  for the business  day  immediately  before  Holder delivers its Notice of Exercise to the Company (or in the instance where the Warrant is exercised immediately prior  to the effectiveness  of the Company's initial public  offering, the "price  to public" per share price specified in the final prospectus relating to such offering).   If the Shares are not traded in a public market,  the Board of Directors  of the Company  shall determine  fair market value in its reasonable  good faith judgment.   The foregoing notwithstanding,  if Holder advises the Board of Directors in writing that Holder disagrees with such determination, then the Company  and Holder  shall promptly  agree upon a reputable  investment  banking  firm or third party appraiser to undertake such valuation.   If the Company and Holder are unable to agree on such  investment   banking   firm  or  appraiser,  then  the  Holder   shall  select  three  reputable investment banking firms and/or appraisers, and from those three firms the Company shall select one to undertake such valuation.  If the valuation of such investment banking firm or appraiser is greater  than  that  determined  by the  Board  of Directors,  then  all fees  and  expenses  of such investment banking firm or appraiser shall be paid by the Company.  In all other circumstances, such fees and expenses shall be paid by Holder.
1.7Delivery of Certificate and New Warrant.   Promptly after Holder duly exercises or converts  this Warrant  in accordance  with  its terms,  the Company  shall deliver  to Holder certificates for the Shares acquired and, if this Warrant has not been fully exercised or converted and has not expired, a new Warrant representing the Shares not so acquired shall be delivered to Holder.
1.8Replacement of Warrants.   On receipt of a duly executed affidavit of an officer of the Holder of the loss, theft,  destruction  or mutilation  of this Warrant and,  in the case of loss, theft or destruction,  on delivery of an indemnity agreement reasonably  satisfactory in form and amount  to the  Company  or,  in the case  of mutilation,  on surrender  and cancellation  of this Warrant,  the Company at its expense shall execute and deliver,  in lieu of this Warrant,  a new warrant of like tenor.
1.9Acquisition  of the Company.  Upon the closing of any Acquisition,  other than an Acquisition  which  constitutes  a Qualified  Sales Transaction  (as defined  in  Section  5 .1 ),  the successor  entity  shall  assume  the  obligations  of this  Warrant,  and  this  Warrant  shall  be exercisable  for the  same  securities,  cash,  and property  as would  be payable  for the  Shares 
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issuable  (as of immediately  prior  to such closing) upon  exercise  of the unexercised  portion  of this Warrant as if such Shares were issued and outstanding  on the record date for the Acquisition and subsequent closing.   The Warrant Price shall be adjusted accordingly. As used herein, "Acquisition"  means any sale, transfer,  assignment  or other disposition  of all or substantially  all of the assets or equity securities of the Company,  or any reorganization,  consolidation  or merger of the  Company   in  which   holders   of the  Company's  outstanding   voting   securities   as  of immediately  before  such  transaction   (for  such  purpose  treating  all  outstanding   options  and warrants to purchase voting  securities of the Company  as having been exercised and treating all outstanding  debt  and  equity  securities  convertible  into  voting  securities  of the  Company  as having been converted) beneficially  own less than a majority  of the outstanding voting securities of the  surviving  entity  as of immediately  after the transaction.   Notwithstanding  the foregoing, Holder  agrees  that,  in  the  event  of an  Acquisition,  Holder  shall  be  entitled  to  require  the successor  or  surviving  entity  to  purchase  this  Warrant  upon  the  closing  of the  Acquisition, subject  to  the  same  terms  as  other  holders  of the  same  class  of securities  of the  Company participating  in the Acquisition  as if the Warrant were exercised and Holder held the Shares prior to the  closing  of the  Acquisition,  for  an  amount  equal  to  the  aggregate  consideration  Holder would  have  received  in  consideration  for the  Shares  issued  upon  exercise  of this  Warrant  in connection  with  the  Acquisition  had  Holder  exercised  this  Warrant  immediately  prior  to  the record  date  for  determining   such  consideration  to  the  security  holders,  minus  the  aggregate Warrant Price for such Shares.
1.10Automatic   Exercise   Prior  to  Expiration.     To  the  extent  this  Warrant   is  not previously   exercised  or  converted   as  to  all  of the  Shares  subject  hereto,  and  if  upon  the Expiration Date the fair market value (as determined pursuant to Section 1.6 above) of one Share is  greater  than  the  Warrant  Price  then  in  effect,  this  Warrant  shall  be  deemed  automatically exercised  with  respect  to  all  Shares  for which  it  shall  not  previously  have  been  exercised  or converted   pursuant   to  Section 1.3   above   (even  if  not  surrendered)   immediately   before   its Expiration  Date  as set forth in this Warrant.   For purposes  of such automatic  exercise, the fair market  value  of one  Share  upon  such  expiration  shall  be  determined  pursuant  to  Section 1.6 above.    To  the  extent  this  Warrant  or  any portion  thereof is deemed  automatically  exercised pursuant  to this  Section  1.10, the Company  agrees  to promptly  notify  the holder  hereof of the number of Shares, if any, the holder hereof is to receive by reason of such automatic exercise.
1.11Certain Agreements.   Upon  any  exercise  or conversion  of this  Warrant, Holder shall,  if the Company  so requests in writing,  become a party to, by execution and delivery to the Company  of a counterpart  signature page, joinder agreement, instrument of accession  or similar instrument,   the   Company's   then-effective    investor   rights  agreement,   voting  agreement stockholders  agreement  and/or  each other agreement  entered  into  among the Company  and the holders  of outstanding  shares of the same class as the Shares,  solely with respect  to the Shares issued upon such exercise or conversion  (and the shares of Common  Stock, if any, issued upon conversion of such Shares),  solely to the extent that all holders of outstanding  shares of the same class  as the  Shares are then parties  thereto,  and solely  to the  extent  each  such agreement(s)  is then by its terms in force and effect.
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ARTICLE 2.ADJUSTMENTS  TO THE SHARES.
2.1Stock Dividends,  Splits,  Etc.    If the Company declares or pays a dividend on its outstanding Shares payable in Common Stock or other securities, or subdivides the outstanding Shares into  a greater  amount  of Shares,  then upon  exercise  of this Warrant,  for each  Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.
2.2Reclassification, Exchange or Substitution.  Upon any reclassification, exchange, substitution,  or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion  of this Warrant,  Holder shall be entitled to receive,  upon exercise  or conversion  of this Warrant, the number  and kind  of securities  and property  that Holder  would  have  received  for the  Shares  if this Warrant  had been  exercised  immediately before such reclassification,  exchange,  substitution,  or other event.  Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class  or  series  as  the  Shares  to  Common  Stock  pursuant  to  the  terms  of the  Company's Certificate of Incorporation.  After the occurrence of such an event, the Company or its successor shall promptly issue to Holder a new Warrant for such new securities or other property.  The new Warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments  provided for in this Article 2 including, without limitation, adjustments to the Warrant  Price and to the number  of securities  or property  issuable upon  exercise  of the new Warrant.   The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
2.3Adjustments  for Combinations,  Etc.   If the outstanding  Shares are combined  or consolidated,  by reclassification  or otherwise,  into a lesser number of shares, the Warrant Price shall be proportionately  increased.
2.4Price Adjustment.   If,  at any time after the date of the Warrant  and prior to the exercise or conversion of this Warrant, the Company issues additional common shares (including shares  of Common  Stock ultimately  issuable  upon  conversion  of a security  convertible  into Common   Stock,   other   than   the   exclusions   set   forth   in  the   Company's   Certificate   of Incorporation)  and the consideration per additional common share is less than the Warrant Price in effect immediately before such issue, the price at which the Shares to be issued upon exercise of this  Warrant  are  converted  to  Common  Stock  shall  be  adjusted  in  accordance  with  the treatment of the series of securities of which the Shares are part under the Company's Certificate of Incorporation  in effect  on the Issue  Date; provided,  however, that  in any such event  and notwithstanding  anything to the contrary herein or in the Company's Certificate of lncorporation, the Warrant Price shall not be adjusted.
2.5No  Impairment.    The  Company  shall not,  by amendment  of its Certificate  of Incorporation  or through a reorganization,  transfer of assets,  consolidation,  merger,  dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance  of any  of the  terms  to  be  observed  or  performed  under  this  Warrant  by  the Company,  but shall at all times in good faith assist in carrying out of all the provisions  of 
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this Article 2 and in taking  all  such action  as may  be necessary  or appropriate  to protect  Holder's rights under this Article against impairment.
2.6Fractional   Shares.     No  fractional   Shares  shall  be  issuable  upon  exercise   or conversion  of the Warrant  and the number  of Shares to be issued shall be rounded  down to the nearest whole  Share.   If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company  shall eliminate  such fractional  share interest by paying  Holder  a cash amount computed by multiplying the fractional interest by the fair market value of a full Share.
2.7Certificate as to Adjustments;  Other Adjustments.   Upon each adjustment  of the Warrant Price, the Company at its expense shall promptly compute such adjustment, and furnish Holder with a certificate of its Chief Financial Officer setting forth such adjustment  and the facts upon which such adjustment is based.   The Company shall, upon written request, furnish Holder a certificate  setting  forth the Warrant  Price  in effect  upon  the date thereof and the series of adjustments  leading to such Warrant  Price.   If any change in the outstanding  securities of the Company  or any other event occurs,  as to which the other provisions  of this Article 2 are not strictly applicable, or if strictly applicable  would not fairly protect  the purchase  rights of the Holder in accordance  with such provisions,  then the Board of Directors  of the Company  shall make an adjustment  in the number and class of shares subject to this Warrant, the Warrant Price or the application  of such provisions,  so as to protect  such purchase  rights as aforesaid and to give the Holder, upon exercise for the same aggregate Warrant Price, the total number, class and kind of securities as it would have owned had the Warrant been exercised prior to the event and had it continued to hold such securities until after the event requiring the adjustment.
2.8Adjustments  to Series E Preferred  Stock.   In the event that  any adjustment  is made pursuant  to this Article 2 to the Warrant Price pertaining  to exercise of this Warrant for shares of Series E Preferred  Stock or the number of shares of Series E Preferred Stock issuable upon exercise of this Warrant, and this Warrant subsequently becomes a Warrant exercisable for Next Financing Securities pursuant to the terms hereof, then such adjustments made prior to such time  as this Warrant  becomes  a Warrant  exercisable  for Next  Financing  Securities  shall be disregarded  for determining  the Warrant  Price pertaining  to exercise of this Warrant  for Next Financing  Securities or the number of Next Financing  Securities issuable upon exercise of this Warrant.
ARTICLE 3.REPRESENTATIONS  AND COVENANTS OF THE COMPANY.
3.1Representations  and Warranties.  The Company hereby represents and warrants to the Holder as follows:
(a)[]
(b)All Shares which may be issued upon the exercise of the purchase  right represented  by this Warrant,  and all securities,  if any,  issuable upon conversion  of the Shares, shall, upon issuance in accordance with the terms hereof (including, without limitation, payment of the aggregate Warrant Price), be duly authorized, validly issued, fully paid and nonassessable, and free of any liens and encumbrances  except for restrictions  on transfer provided  for herein, under  the agreements  described  in Article  1.11  above,  if then applicable,  or under applicable 
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federal and state securities laws.  The Company shall, at all times, reserve a sufficient number of Shares  and  of shares  of Common   Stock  for  issuance  upon  Holder's  exercise  of its  rights hereunder and conversion of the Shares.
(c)The Capitalization  Table attached hereto as Exhibit A is true and complete as of the Issue Date.
3.2Notice of Certain Events.   If the Company proposes at any time (a) to declare any dividend  or distribution  upon  its Common  Stock or any of its preferred  stock, whether  in cash, property,  stock,  or other  securities  and whether  or not a regular  cash dividend;  (b) to offer  for subscription  pro  rata  to the holders  of any class  or series  of its  stock  any additional  shares  of stock of any class or series or other rights;  (c) to effect any reclassification  or recapitalization  of Common  Stock or any of its preferred  stock; (d) to merge or consolidate  with or into any other corporation,  or sell,  or convey  all  or substantially  all  of its assets,  or to  liquidate,  dissolve  or wind   up;   or   (e) offer   holders   of  registration   rights   the   opportunity   to  participate   in   an underwritten  public offering  of the Company's  securities for cash,  then,  in connection  with each such event,  the Company  shall give Holder (1) at least 20 days prior written notice of the date on which   a  record   will  be  taken   for  such  dividend,  distribution,  or  subscription   rights   (and specifying  the  date  on  which  the  holders  of Common  Stock  will  be  entitled  thereto)  or  for determining rights to vote,  if any,  in respect of the matters referred to in (a) and (b) above;  (2) in the case of the matters referred to in (c) and (d) above at least 20 days prior written notice of the date when the same will take place  (and specifying  the date on which the holders  of Common Stock,  or preferred  stock as the case might be,  will be entitled to exchange their Common  Stock for securities  or other property  deliverable  upon  the  occurrence  of such  event);  and  (3) in the case of the matter  referred  to in  (e) above, the  same notice  as is given  to the holders  of such registration rights.
3.3Information  Rights.   So long as the Holder  holds this Warrant  and/or any of the Shares,  the Company  shall deliver to the Holder (a) promptly  after mailing,  copies of all notices or  other  written  communications   to  the  shareholders   of the  Company,  (b) annual  financial statements, audited by independent  certified public  accountants, within  one hundred  and eighty (180) days after the end of each fiscal year of the Company,  (c) a Company-prepared  unaudited quarterly  financial  statement  of the Company, within  forty-five  (45) days after the end of each fiscal quarter  of the Company, and (d) a Company-prepared monthly  financial  statement  of the Company, within thirty (30) days after the end of each month.
3.4Registration under Securities Act of1933,as  amended.   The Company  agrees that with respect to the Shares or,  if the Shares are convertible  into Common  Stock of the Company, such Common  Stock, Holder  shall have certain incidental, or "Piggyback," and S-3 registration rights set forth in the Company's  Fifth Amended  and Restated Investor Rights Agreement  dated as of January  10,  2014,  as the same is in effect  on the date hereof and as may be amended  from time to time in accordance  with its terms (the "Investor  Rights Agreement").  In the event of any subsequent  changes  to  said  Investor  Rights  Agreement  relating  to  the  foregoing  registration rights  which  would  be  advantageous  to the  Holder,  the  Holder  shall have  the  benefit  of such changes,  but  no  changes  to  said Agreement  which  would  be  less  advantageous  to the  Holder shall be binding on the Holder unless such changes affect the rights associated with the Shares in the same manner as such changes affect the rights associated with all other shares of the class of shares whose  holders  are parties  thereto, in which  event  such changes  shall be binding  on
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the Holder without any requirement  for its consent.  Holder agrees that if this Warrant is exercised or converted  into  Shares,  it shall, upon  the  Company's request, become  a party  to the  applicable sections  of the  Investor  Rights  Agreement  for purposes  of further  implementing  the  foregoing registration rights.
ARTICLE 4REPRESENTATIONS,   WARRANTIES    OF   THE   HOLDER.    The   Holder represents and warrants to the Company as follows:
4.1Purchase   for  Own  Account.     Except  for  transfers  to  Holder's  affiliates,  this Warrant  and the securities  to be acquired  upon  exercise  of this Warrant  by the Holder  will be acquired for investment for the Holder's  account, not as a nominee or agent,  and not with a view to the public  resale  or distribution  within  the meaning  of the  1933  Act, and the Holder  has no present intention of selling,  granting any participation  in,  or otherwise distributing the same.   The Holder also represents  that the Holder has not been formed for the specific purpose  of acquiring this Warrant or the Shares.
4.2Disclosure  of Information.   The Holder has received  or has had full access to all the information  it considers  necessary  or appropriate  to make an informed  investment  decision with respect to the acquisition  of this Warrant  and its underlying  securities.   The Holder further has had  an opportunity  to ask questions  and receive  answers  from the Company  regarding  the terms and conditions  of the offering  of this Warrant  and its underlying  securities  and to obtain additional information (to the extent the Company possessed  such information or could acquire it without  unreasonable  effort  or  expense)  necessary  to  verify  any  information  furnished  to  the Holder or to which the Holder has access.
4.3Investment   Experience.   The  Holder:     (i)  has   experience   as  an  investor  in securities,  and acknowledges  that the Holder is able to fend for itself,  can bear the economic risk of the Holder's  investment  in this Warrant and its underlying  securities and has such knowledge and experience in financial or business matters that the Holder is capable of evaluating the merits and  risks  of its  investment   in  this  Warrant   and  its  underlying   securities  and/or  (ii)  has  a preexisting  personal  or  business  relationship   with  the  Company  and  certain  of its  officers, directors  or controlling  persons  of a nature and duration that enables the Holder to be aware of the character,  business acumen and financial circumstances  of such persons.  Holder understands that the purchase of this Warrant and its underlying  securities involves substantial risk.
4.4Accredited  Investor  Status.    The  Holder  is  an  "accredited  investor"  within  the meaning of Regulation D promulgated  under the 1933  Act.
4.5The  Act.    Holder  understands  that  this  Warrant  and  the  Shares  issuable  upon exercise or conversion  hereof have not been registered  under the Act in reliance upon a specific exemption  therefrom,  which exemption  depends upon,  among other things,  the bona fide nature of the Holder's  investment  intent as expressed herein.   Holder understands  that this Warrant and the  Shares  issued  upon  any  exercise  or  conversion  hereof must  be  held  indefinitely  unless subsequently  registered  under  the  Act  and  qualified  under  applicable  state  securities  laws,  or unless exemption  from such registration  and qualification  are otherwise available.
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4.6Market  "Stand-Off."     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  first sale of its Common Stock in a firm commitment underwritten  public  offering  pursuant  to a registration  statement under the Act  (an "IPO")  and ending on the date specified by the Company and the managing underwriter  (such period not to exceed one hundred eighty (180) days) or,  if required by such underwriter,  such longer period of time  as  is necessary  to  enable  such  underwriter  to  issue  a research  report  or  make  a public appearance that relates to an earnings release by the Company within fifteen (15) days before or after the  date that  is one hundred  eighty  (180) days  after the  effective  date of the registration statement relating  to such offering, but in any event not to exceed two hundred  ten (210) days following the effective  date of the registration  statement relating to such offering,  (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  shares  of common  stock  or  any  securities  convertible  into  or exercisable or exchangeable  for common stock held immediately before the effective  date of the registration  statement  for  such  offering  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 common stock,  whether any such transaction  described in clause (i) or (ii) above is to be settled by delivery of common stock or other securities,  in cash, or otherwise.   The foregoing provisions of this Article  4.6  shall apply  only to the IPO,  shall not apply to the  sale of any  shares to an underwriter pursuant to an underwriting  agreement,  and shall be applicable to the Holder only if all Company officers,  directors,  and stockholders individually owning one percent (1 % ) or more of the Company's common stock are subject to the same restrictions.
ARTICLE 5.MISCELLANEOUS
5.1Term.   This Warrant is exercisable,  in whole or in part,  at any time and from time to  time,  during  the  period  commencing  upon  the  earlier  of (1)  consummation  of a Qualified Financing;  or (2) March  30,  2016;  or (3) an Acquisition;  or (4) consummation  of an IPO,  and ending  on the Expiration  Date  set forth above;  provided,  however,  if the  Company  completes either  a (a) Qualified  Public  Offering;  or (b) Qualified  Sales Transaction,  then  the  Expiration Date  shall  automatically  be  accelerated  to  the  date  of the  closing  of such  Qualified  Public Offering or Qualified Sales Transaction,  as the case may be,  and this Warrant shall automatically expire  and terminate  on  and  as of the  closing  of such  Qualified  Public  Offering  or Qualified Sales  Transaction,  to  the  extent  not  exercised  or  converted  prior  to  such  closing  (the period during which this Warrant is exercisable,  the "Term").   For the avoidance of doubt,  Holder shall be entitled to exercise (pursuant to Section  1.2) or convert (pursuant to Section  1.3) this Warrant on the  Expiration  Date  immediately  prior  to the  closing  of such  Qualified  Public  Offering  or Qualified  Sales Transaction,  as the case may be.   As used herein,  a "Qualified  Public Offering" means an IPO having a price per share equal to or greater than  1.5 times the Warrant Price.   As used  herein,   "Qualified   Sales  Transaction"   means   an  Acquisition   consisting   of  a  sale  or disposition  of all  or  substantially  all  of the  equity  securities  of the  Company  for  which  the consideration   is   cash   and/or   equity   securities   publicly-traded   on   a  nationally-recognized exchange  in the  United  States  (i.e.  not  over the  counter  or "pink  sheet"  listed  securities),  the London Stock Exchange, the Tokyo Stock Exchange, the Shanghai Stock Exchange,  or the Hong Kong   Stock  Exchange,   issued  by  the  acquiring   entity  ("Publicly-Traded Securities")   or  a 
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reorganization,  consolidation  or merger of the Company  for which the consideration  is all cash and/or Publicly-Traded  Securities.
5.1Legends.    This Warrant  and  the  Shares  (and  the  securities  issuable,  directly  or indirectly,   upon   conversion   of  the   Shares,   if  any)   shall  be  imprinted   with   a  legend   in substantially the following form:
THE  SECURITIES  REPRESENTED   BY  THIS  CERTIFICATE   HAVE  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT  OF  1933, AS AMENDED  OR THE SECURITIES LAWS OF ANY STATE,  AND MAY NOT BE  OFFERED,  SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED WITHOUT   AN   EFFECTIVE   REGISTRATION   THEREOF   UNDER   SUCH ACT  AND  APPLICABLE   STATE  SECURITIES  LAW  OR  AS  PERMITTED UNDER APPLICABLE  LAW.
5.3Compliance  with  Securities  Laws  on  Transfer.    This  Warrant  and  the  Shares issuable upon  exercise  of this Warrant  (and the  securities  issuable, directly  or indirectly, upon conversion of the Shares,  if any) may not be transferred  or assigned in whole or in part without compliance  with applicable federal and state securities laws by the transferor  and the transferee (including, without limitation, the delivery of investment representation  letters and legal opinions reasonably satisfactory to the Company, as reasonably requested by the Company).
5.4Transfer Procedure.   Subject to the provisions  of Section 5.2 and Section 5.3 (and the provisions  of the  agreements  described  in  Section  1.11  above,  if then  applicable),  Holder may transfer all or part of this Warrant or the Shares issuable upon exercise of this Warrant (or the securities issuable,  directly or indirectly, upon conversion of the Shares, if any) by giving the Company  notice of the portion  of the Warrant being transferred  setting forth the name,  address and  taxpayer  identification   number  of the  transferee   and  surrendering  this  Warrant  to  the Company for reissuance to the transferee(s) (and Holder if applicable).  The Company may refuse to transfer  this Warrant  or the  Shares issuable upon  exercise  of this Warrant  (or the  securities issuable,  directly or indirectly, upon conversion of the Shares, if any) to any person who directly competes with the Company, unless,  in either case, the stock of the Company is publicly traded.
5.5Notices.  All notices and other communications  from the Company to the Holder, or  vice  versa,  shall  be  deemed  delivered  and  effective  when  given  personally  or  mailed  by first-class  registered  or  certified  mail,  postage  prepaid,  to  such  address  as  may  have  been furnished to the Company  or the Holder,  as the case may be, in writing by the Company or the Holder from time to time.
5.6Waiver; Amendment.  This Warrant and any term hereof may be changed,  waived, discharged  or terminated  only  by  an  instrument  in  writing  signed  by  the party  against  which enforcement of such change, waiver,  discharge or termination is sought.
5.7Issue Tax.   The issuance  of the securities  subject  to this Warrant  shall be made without  charge to the Holder  for any issue tax  (other than  applicable  income taxes)  in respect thereof.
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5.8Attorneys' Fees.   In the event of any dispute between  the parties  concerning  the terms  and provisions  of this  Warrant,  the party  prevailing  in  such  dispute  shall be  entitled  to collect  from the other party  all costs reasonably  incurred  in such dispute, including  reasonable attorneys' fees.
5.9Governing    Law.    This    Warrant    and    all    acts,    transactions,    disputes    and controversies  arising  hereunder  or relating  hereto, and all rights  and obligations  of Holder  and Company  shall be governed by, and construed  in accordance  with the internal laws (and not the conflict of laws rules) of the State of Delaware.
[Signatures on Next Page]
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					Company: 	
							
					Kaltura, Inc.	
							
					By:	/s/ Ron Yekutiel
					Ron Yekutiel	
					Chief Executive  Officer
							
	Holder:					
							
	ORIX Finance Equity Investors, LP				
							
	By:					
	Jeffrey Bede					
	Managing Director					


[Signature Page Warrant to Purchase Stock]






																					
					Company: 	
							
					Kaltura, Inc.	
							
					By:	
					Naama Halevi	
					Chief Financial  Officer
							
	Holder:					
							
	ORIX Finance Equity Investors, LP				
							
	By:	/s/ Jeffrey Bede				
	Jeffrey Bede					
	Managing Director					


[Signature Page Warrant to Purchase Stock]







APPENDIX  1
NOTICE OF EXERCISE
1.The undersigned  hereby elects to purchase ________ shares of the Series ____ Preferred Stock of Kaltura,  Inc. pursuant to the terms of Section  1.2 of the attached Warrant,  and tenders herewith payment of the purchase price of such shares in full.
1.The undersigned  hereby elects to convert the attached Warrant into Shares in the manner specified in Section 1.3 of the attached Warrant.  This conversion is exercised with respect to __________ of the Shares covered by the Warrant.
[Strike paragraph that does not apply.]
2.Please issue a certificate or certificates representing  said shares in the name of the undersigned  or in such other name as is specified below:
			
	
	
	


3.The undersigned represents it is acquiring the Shares solely for its own account and not as a nominee for any other party and not with a view toward the resale or distribution thereof except in compliance with applicable securities laws.  By its execution below and for the benefit of the Company, Holder hereby restates each of the representations  and warranties in Article 4 of the Warrant as of the date hereof.
			
	(Signature)
	
	Date











Exhibit A 
Capitalization  Table
[See Attached.]