Document

Exhibit 4.4
Execution Copy



KALTURA, INC.
PURCHASE WARRANT FOR COMMON STOCK
JULY 22, 2016
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER OR EXEMPTION FROM  SUCH ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
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	1.	EXERCISE OF WARRANT 
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	1.1	Manner of Exercise;  Payment  
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	1.2	When Exercise Effective 
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	1.3	Automatic Cashless Exercise 
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	1.4	Delivery of Stock Certificates and New Warrant 
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	1.5	Company to Reaffirm  Obligations 
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	1.6	Continuation of Rights in Warrant Shares Following Exercise 
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	2.	ADJUSTMENT OF WARRANT SHARES AND WARRANT PRICE- 
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	2.1	General; Number of Warrant Shares; Warrant Price 
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	2.2	Payments, Dividends, Distributions and Redemptions 
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	3.	CONSOLIDATION, MERGER, ETC. 
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	3.1	Adjustments for Consolidation, Merger,  Sale of Assets, Reorganizations, etc 
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	3.2	Assumption of Obligations 
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	4.	NOTICES OF CORPORATE ACTION 
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	5.	PUT OF WARRANTS 
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	6.	RESERVATION OF EQUITY SECURITIES, ETC. 
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	7.	OWNERSHIP, TRANSFER  AND SUBSTITUTION OF WARRANTS 
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	7.1	Ownership of Warrants 
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	7.2	Office;  Transfer and Exchange of Warrants 
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	7.3	Assistance in Disposition of Warrant or Warrant Shares 
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	7.4	Replacement of Warrants 
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	8.	REPRESENTATIONS AND WARRANTIES 
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	8.1	Representations and Warranties of the Company 
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	8.2	Representations and Warranties of the Holders 
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	9.	DEFINITIONS 
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	10.	[Reserved] 
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	11.	MULTIPLE    HOLDERS;     VOTING     RIGHTS;     NO     LIABILITIES     AS STOCKHOLDER 
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	11.1	Multiple Holders 
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	11.2	Voting Rights 
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	11.3	No Liabilities As a Stockholder 
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	12.	ADDITIONAL TERMS 
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	13.	LOCK-UP LIMITATIONS 
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	14.	NOTICES 
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	14.1	Manner of Delivery 
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	14.2	Place of Delivery 
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	15.	WAIVERS; AMENDMENTS 
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	16.	INDEMNIFICATION 
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	17.	MISCELLANEOUS 
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	17.1	Successors  and Assigns 
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	17.2	Severability 
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	17.3	Equitable Remedies 
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	17.4	Continued  Effect 
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	17.5	Governing  Law 
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	17.6	Waiver  of Jury  Trial  
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	17.7	Construction 
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	17.8	Counterparts 
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THIS WARRANT AND THE SECURITIES ISSUABLE  UPON EXERCISE HEREOF  HAVE  NOT BEEN  REGISTERED  UNDER   THE   SECURITIES   ACT  OF  1933,  AS  AMENDED,   OR  ANY STATE  SECURITIES  LAWS,  AND  MAY  NOT  BE  PLEDGED, SOLD,  OFFERED  FOR  SALE, TRANSFERRED, OR  OTHERWISE   DISPOSED  OF  IN  THE  ABSENCE   OF  REGISTRATION UNDER  OR EXEMPTION FROM  SUCH ACT AND  ALL  APPLICABLE STATE  SECURITIES LAWS.
KALTURA, INC.
Purchase Warrant  for Common Stock
No. WCS-01    July 22, 2016
Kaltura,  Inc., a Delaware  corporation (the "Company"), for value received,  hereby  certifies that Goldman, Sachs & Co. (the "Purchaser") and the other  Holders  (as such term  is defined below),  if any, are entitled to purchase  from the Company  (i) 1,588,109  shares  of the  Company's  Common  Stock  (the "Initial Warrant  Shares"), (ii) which  Initial  Warrant   Shares  represent 6.25% of  the  Common  Stock outstanding on a Fully Diluted Basis as of the date hereof (excluding,  for the avoidance of doubt, any shares repurchased  by  the  Company  pursuant  to  the  Stockholders  Liquidity,  as  such  term  is defined  in the Company's Seventh Amended and Restated Certificate of lncorporation, as amended from time to time (the "COI")), (iii) at a US $0.0001 per Initial Warrant Share  (the  "Initial  Warrant  Price"),  which  Warrant shall be exercisable at such time as set  forth  in Section  1   below.  The  Initial  Warrant  Shares  and  Initial Warrant Price, as adjusted  from time to time pursuant to the terms and conditions set forth in this Warrant, including Section 2 below, are referred  to as the "Warrant Shares," and the "Warrant Price."
This  Warrant   is issued in connection  with  that  certain  Series  F Preferred  Stock  and  Warrant  Purchase Agreement,  dated as of the  date hereof by and among the Company  and the Investor named therein (the "Purchase Agreement"). Certain capitalized terms used herein are defined in Section 9.
1.    EXERCISE  OF WARRANT
1.1    Manner of Exercise; Payment. The Holder may exercise this Warrant (or portion thereof owned by the Holder, as the  case  may be), in whole  or  in part,  for such number  of Warrant  Shares  as determined pursuant to Section 2 below, only immediately prior to the occurrence of a Triggering  Event or in  connection  with an  exercise  of Co-Sale  Rights  (subject  to the  limitations  set  forth  in Section 2.1 (d) below), by surrender  of this Warrant  to the  Company  at  its Chief Executive Office,  accompanied by a subscription  (in  the  form  attached   to  this  Warrant   as  Exhibit  I)  duly  executed   by  the  Holder  and accompanied by payment,  at the Holder's election, (i) in cash, (ii) by certified  check payable  to the order of the  Company,  (iii) by  wire transfer  of immediately  available  funds,  (iv) by  cancellation  of Warrant  Shares, with any such Warrant  Shares so cancelled being credited  against  such payment  in an amount equal to the Fair Market Value thereof (a "Cashless Exercise"), or (v) by any combination of any of the foregoing  methods,  of the  amount  obtained by multiplying  (a) the  number  of Warrant Shares  designated  in such subscription by (b) the Warrant  Price, and the Holder shall thereupon be entitled  to receive the number and type of duly authorized  Warrant  Shares determined as provided in Sections 2 and 3.
1.2    When  Exercise  Effective. The  exercise  of this  Warrant shall  be deemed  to  have  been effected immediately  prior to the close of business  on the Business  Day  on which this  Warrant shall be deemed to have been surrendered  to the Company  as provided in Section 1.1, and, at such time, the Person or Persons in whose name or names any certificate or certificates for Warrant Shares shall be issuable upon such  exercise  as provided  in Section  1.4 shall  be deemed  to have  become  the  holder or holders  of record thereof.
1.3    Automatic Cashless Exercise. Any  then  outstanding portion of this  Warrant shall  be exercised automatically in whole  (not  in part),  for such  number of Warrant Shares as determined pursuant to Section 2 below immediately prior to the occurrence of a Triggering Event through a Cashless Exercise;  provided,  that,  in lieu of any  fractional Warrant Share  to which the  Holder would otherwise be entitled,  the Company shall  deliver to the  Holder  an amount in cash  equal  to the Fair Market Value  thereof on the date preceding such exercise  (such  amount,  the "Fractional Share Value").
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1.4    Delivery of Stock Certificates and New Warrant. As  soon  as practicable after exercise of this  Warrant, in whole  or in part,  the  Company at  its sole expense (including the  payment  by it of any applicable  stamp,  documentary or similar taxes) will cause  to be issued  in the  name  of and delivered to the Holder  or, subject to Section  7, as the Holder (upon payment by the Holder of any applicable transfer taxes)  may  direct:
(a)    a certificate  or  certificates  for  the  number of duly  authorized Warrant  Shares  to which the Holder  shall  be entitled  upon  such  exercise; arid
(b)    in lieu of any  fractional Warrant Share  to which  the  Holder would  otherwise  be entitled,  cash in an amount equal to the  Fractional  Share  Value.
1.5    Company to Reaffirm Obligations. The  Company will,  at the time  of the exercise of this Warrant, upon the  request of the Holder,  acknowledge in writing its continuing obligation to afford to the Holder  all rights  to  which  the  Holder  is entitled  after  such  exercise in accordance with the  terms  of this Warrant,  if and  to the  extent applicable;  provided,  however, that if the  Holder shall  fail to make  any  such request,  then such failure  shall  not affect the continuing obligation of the Company to afford such  rights to the  Holder.  Additionally,   upon   request of the  Holder,   the  Company  shall  provide  to  the  Holder   its calculation of the Warrant Shares, and Warrant Price, along with supporting documentation relating thereto.
1.6    Continuation of Rights in Warrant Shares Following Exercise. Upon  exercise of this Warrant,  all Warrant Shares  issued  in connection therewith shall  continue to have  the benefit of all of the rights and be subject to all limitations and conditions set forth  in this Warrant, if and to the extent applicable,  and all of such rights  shall  inure to the benefit of the holder thereof with  respect thereto, except as set forth in Section 2.1 (d) below, and  such holder  shall  be subject to all limitations and  conditions set forth  herein, as if this Warrant had  not been exercised and  the  holder  thereof was the Holder with  respect thereto.  If the Holder proposes  to Transfer any  Warrants or  Warrant Shares  issuable upon  exercise thereof,  and  if such Warrant Shares  are  not then  registered for resale  pursuant to an  effective registration statement under  the Securities  Act,  then the  Holder  shall  give  written notice  to the  Company describing briefly  the  manner in which any  such proposed  Transfer is to be made,  and  no such Transfer shall  be made  unless  the  Company shall  have  received  an  opinion  of counsel  for  the  Holder  reasonably   acceptable to  the  Company  that registration  under  the  Securities  Act  is not required  with  respect  to  such  Transfer.  Any  transfer of the Warrant  or the Warrant  Shares  shall be subject to the terms  of the restrictions on transfer set forth in that certain Sixth Amended and Restated Investor Rights Agreement dated July 22, 2016, as amended from time to time (the "IRA") and that certain  Sixth Amended  and Restated Voting Agreement dated July 22, 2016, as amended  from time to time (the "Voting Agreement"), and shall be subject to the transferee agreeing, upon request of the Company,  to become party to  that  certain  Sixth Amended and Restated Right of First Refusal   and  Co-Sale  Agreement  dated   July  22,  2016, as  amended   from  time  to time  (the  "ROFR Agreement"), the  Voting  Agreement   and  the  IRA,  and  to be  bound  by  any  and  all  obligations  and restrictions set forth therein that are imposed on any of the Company's institutional  investors.
2.    ADJUSTMENT OF WARRANT SHARES AND WARRANT PRICE-
2.1    General; Number of Warrant Shares; Warrant Price.
(a)    The  number  of  Warrant Shares  that  the  Holder  shall  be  entitled  to receive  upon exercise  hereof shall be determined as follows:
(i)    In  the  event  a  Liquidation  Event  occurs  prior  to  a  Qualified  IPO,  the number  of Warrant Shares  that the  Holder shall be entitled to receive  upon  exercise  hereof shall  be a number  of 
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shares  of Common  Stock that,  as of the  date  of the consummation of such Liquidation  Event, yields the Holder with the following number  of Warrant Shares:
												
	Tier
	Equity  Valuation
	Number of Warrant Shares
	
	1	In the  event the  Equity Valuation in such Liquidation Event is up to $650 million.	A number of shares of Common  Stock with  a value equal to  the  Initial Warrant Shares  times  the  Common   Stock equity    value   per   share    in   such   Liquidation    Event according   to    Section    3   of   Article    IV(D)    of   the Company's Amended  and Restated Certificate  of Incorporation, as amended  from  time to time  (the “Tier I Liquidation Value”).
	
	2	In the event the Equity Valuation in such Liquidation Event is between $650 million and $900 million (“Tier 2 Liquidation Event”).
	A number of shares of Common Stock with a value equal to the Tier 1 Liquidation Value as calculated assuming a $650 million Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 2 Liquidation Event, plus a number of shares of Common Stock with a value equal to (i) 5.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares multiplied by (iii) the increase in the Common Stock equity value per share in such Tier 2 Liquidation Event over the Common Stock equity value per share at an Equity Valuation of $650 million (the “Tier 2 Liquidation Value”).
	
	3	In the event the Equity Valuation in such Liquidation Event is between $900 million and $1.15 billion (“Tier 3 Liquidation Event”).
	A number of shares of Common Stock with a value equal to the Tier 2 Liquidation Value as calculated assuming a $900 million Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 3 Liquidation Event, plus a number of shares with a value equal to (i) 4.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares and (iii) the increase in the Common Stock equity value per share in such Tier 3 Liquidation Event over the Common Stock equity value per share at an Equity Valuation of $900 million (the “Tier 3 Liquidation Value”).
	
	4	In the event the Equity Valuation in such Liquidation Event is between $1.15 billion and $ 1.4 billion (“Tier 4 Liquidation Event”).
	A number of shares of Common Stock with a value equal to the Tier 3 Liquidation Value as calculated assuming a $1.15 billion Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 4 Liquidation Event, plus a number of shares with a value equal to (i) 3.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares and (iii) the increase in the Common Stock equity value per share in such Tier 4 Liquidation Event over the Common Stock equity value per share at an Equity Valuation of $1.15 billion (the “Tier 4 Liquidation Value”).
	
	5	In the event the Equity Valuation in such Liquidation Event is above$1.4 billion (“Tier 5 Liquidation Event”).
	A number of shares of Common Stock with a value equal to the Tier 4 Liquidation Value as calculated assuming a $1.4 billion Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 5 Liquidation Event, plus a number of shares with a value equal to (i) 2.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares and (iii) the increase in the Common Stock equity value per share in such Tier 5 Liquidation Event over the Common Stock equity value per share at an Equity Value of $1.4 billion.	


(ii)    In the event a Qualified IPO occurs prior to a Liquidation Event, the number of Warrant Shares that the Holder shall be entitled to receive upon exercise hereof shall be a number of shares of 
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Common Stock that, as of the date of the consummation of such Qualified IPO, yields the Holder with the following number of Warrant Shares:
												
	Tier
	Equity  Valuation
	Number of Warrant Shares
	
	1	In the event the Equity Valuation in such Qualified IPO is up to $650 million.	A number of shares of Common Stock with a value equal to the Initial Warrant Shares times the Common Stock equity value per share in such Qualified IPO according to Section 3 of Article IV(D) of the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time (the “Tier 1 QPO Value”).
	
	2	In the event the Equity Valuation in such Qualified IPO is between $650 million and $900 million (“Tier 2 Qualified IPO”).	A number of shares of Common Stock with a value equal to the Tier 1 QPO Value as calculated assuming a $650 million Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 2 Qualified IPO, plus a number of shares of Common Stock with a value equal to (i) 5.75 divided by 6.25 multiplied by (ii) the Initial Warrant Shares multiplied by (iii) the increase in the Common Stock equity value per share in such Tier 2 Qualified IPO over the Common Stock equity value per share at an Equity Valuation of $650 million (the “Tier 2 QPO Value”).
	
	3	In the event the Equity Valuation in such Qualified IPO is between $900 million and $1.15 billion (“Tier 3 Qualified IPO”).	A number of shares of Common Stock with a value equal to the Tier 2 QPO Value as calculated assuming a $900 million Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 3 Qualified IPO, plus a number of shares of Common Stock with a value equal to (i) 5.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares multiplied by (iii) the increase in the Common Stock equity value per share in such Tier 3 Qualified IPO over the Common Stock equity value per share at an Equity Valuation of $900 million (the “Tier 3 QPO Value”).
	
	4	In the event the Equity Valuation in such Qualified IPO is between $1.15 billion and $1.4 billion (“Tier 4 Qualified IPO”).	A number of shares of Common Stock with a value equal to the Tier 3 QPO Value as calculated assuming a $1.15 billion Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 4 Qualified IPO, plus a number of shares of Common Stock with a value equal to (i) 4.75 divided by 6.25 multiplied by (ii) the Initial Warrant Shares multiplied by (iii) the increase in the Common Stock equity value per share in such Tier 4 Qualified IPO over the Common Stock equity value per share at an Equity Valuation of $1.15 billion (the “Tier 4 QPO Value”).
	
	5	In the event the Equity Valuation in such Qualified IPO is above $1.4 billion (“Tier 5 Qualified IPO”).	A number of shares of Common Stock with a value equal to the Tier 4 QPO Valuation as calculated assuming a $1.4 billion Equity Valuation, determined based upon the Common Stock equity value per share in such Tier 5 Qualified IPO, plus a number of shares with a value equal to (i) 4.25 divided by 6.25 multiplied by (ii) the Initial Warrant Shares and (iii) the increase in the Common Stock equity value per share in such Tier 5 Qualified IPO over the Common Stock equity value per share at an Equity Valuation of $1.4 billion.
	


(b)    The “Warrant Price” shall be the Initial Warrant Price and shall remain as such until a further adjustment or readjustment thereof is required by this Section 2.
(c)    The number of Warrant Shares set forth above shall be equitably adjusted in the event of stock splits, stock dividends, recapitalizations and the like with respect to any shares of Common Stock issued or issuable in connection with the exercise of this Warrant.
(d)    Notwithstanding anything herein to the contrary, this Warrant shall be exercisable for the applicable portion of the Warrant Shares in the event Holder exercises its Co-Sale Rights, provided 
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however, that (1) in no event shall this Warrant be exercised in connection with the exercise of Co-Sale Rights for more than 1,000,000 Initial Warrant Shares (as may be adjusted pursuant to the terms of this Warrant), in the aggregate, and (2) in the event of any such exercise of the Warrant, the entire reduction to the number of Warrant Shares (if any) pursuant to Section 2(a) above that would have applied to the Warrant Shares had such exercise not occurred (the “Warrant Share Reductions”), shall be applied to the number of Warrant Shares then underlying the unexercised portion of the Warrant(s), such that the number Warrant Shares then underlying the remaining unexercised portion of the Warrant(s) shall be reduced by the entire Warrant Share Reductions, and (3) any transferee of the Warrant Shares in connection with the exercise of the Co-Sale Rights shall not be deemed a “Holder” for the purposes of this Warrant, the shares sold in connection with the exercise of the Co-Sale Rights shall not be deemed “Warrant Shares” for any purpose (including without limitation, the CO1 or the Transaction Documents) and such shares shall entitle the holder thereof only to those rights and benefits attached to all shares of Common Stock pursuant to the COI.
2.2    Payments, Dividends, Distributions and Redemptions. If the Company  at any time or from time to time after the date hereof and prior to the expiration date of the Warrant and prior to its exercise or  redemption  in full,  declares,  orders,  pays  or  makes  a dividend or  other  distribution (including any distribution of cash, securities or other property,  by way of dividend or spin-off, reclassification or similar corporate rearrangement or otherwise) or redemption or makes any payment on or with respect to its shares of Common Stock, in each such case,  other than in connection with a Liquidation Event, then, and in each such case, the Holder shall be entitled to receive its pro rata share of the cash, securities or other property (as  if this Warrant  had been exercised  in full and converted  to  Warrant  Shares  in accordance  with the provisions of Section 1.1  immediately prior to the close of business on the day immediately preceding the record  date).  The  Holder's  “pro rata share” for  purposes of this Section 2.2 is the  ratio  that  (a)  the Aggregate  Holder Common Amount bears  to (b) the Aggregate  Common Amount.  Notwithstanding the foregoing, this Section 2.2 shall not apply with respect to redemptions permitted under subsections (f)(i)-(f)(iv) of Article D. 1 of the COI.
3.    CONSOLIDATION, MERGER, ETC.
3.1    Adjustments  for Consolidation, Merger, Sale of Assets, Reorganizations, etc. If after the date hereof and prior to the expiration date of the Warrant and prior to its exercise or redemption in full, the Company shall (a) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation of such consolidation or merger, (b) permit any other Person to consolidate with or merge  into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, the Warrant Shares shall be changed into or exchanged for securities of any other Person or any other property, (c) Transfer all or substantially all of its properties or assets to any other Person or (d) effect a capital reorganization or reclassification of the Warrant Shares and/or its Equity Securities, then, and in the case of each such transaction, other than, with respect to each of the events under (a)-(d), if such event is in connection with an Asset Transfer or an Acquisition (each as defined in the COI), proper provision shall be made  so that  upon the basis and the terms and in the manner provided in this Warrant,  the  Holder,  upon  the  exercise  of  this  Warrant  at  any  time  after  the  consummation  of  such transaction, shall be entitled to receive (after giving effect  to the payment of the aggregate  Warrant Price in effect  at the time of such consummation for all Warrant Shares issuable upon such exercise  immediately prior  to  such  consummation),  in  lieu of  the  Warrant   Shares  issuable  upon  such  exercise  prior  to  such consummation, the greatest amount of  securities or other property to which the Holder would actually have been entitled as an equity holder upon such consummation if the Holder had exercised  the rights represented by this Warrant immediately  prior thereto,  subject  to adjustments  (subsequent  to  such  consummation)  as nearly  equivalent as possible to the adjustments provided  for in Sections 2 and 3.
3.2    Assumption of Obligations. Notwithstanding anything contained in this Warrant or in the Purchase  Agreement to  the  contrary, the  Company  will not effect any  of the  transactions  described  in Section 3.1  unless, prior to the consummation  thereof,  each Person (other  than the Company)  that may  be required  to  deliver any  securities  or  other  property upon  the  exercise of this  Warrant as  provided  herein shall  assume,   by  written   instrument   delivered  to,  and  reasonably  satisfactory  to,  the  Holder,  (a)  the applicable   obligations   of the   Company   under  this  Warrant  (and   if  the  Company   shall  survive  the consummation of such transaction, such  assumption  shall,  to the extent  applicable,  be in addition to,  and shall  not  release  the  
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Company from,  any  continuing  obligations  of  the  Company   under  this  Warrant, provided  that  in no event  will the  Holder(s)  be entitled to benefit  twice from  any  right  under this Warrant) and (b) the obligation  to deliver  to the  Holder such securities  or other  property as, in  accordance with the foregoing provisions of this Section 3. Nothing  in this Section  3 shall be deemed to authorize the Company  to  enter  into any  transaction requiring  the  consent  of the  Purchaser  or  any  of  its Affiliates  (or any  other  Holder) in any Transaction Document.
4.    NOTICES OF CORPORATE ACTION. If at any time prior to the expiration  date of the Warrant and prior to its exercise  or redemption  in full, the Company  agrees  or commits  to any  one  or more  of the following events:
(a)    any  taking  by the Company  of a record  of the holders  of any  class of its  Equity Securities  for the  purpose  of  determining  the  holders  thereof who  are  entitled  to  receive  any dividend  or  other  distribution,  or  any  right  to  subscribe  for,  purchase  or  otherwise   acquire  any Equity Securities of the Company  or any other  property,  or to receive any other  right;
(b)    any  Warrant  Trigger  Event  or any  other  capital  reorganization of  the  Company, reclassification  or  recapitalization   of  Equity Securities or consolidation  or  merger  involving the Company and any other  Person;
(c)    any Triggering Event, including, without limitation,  any Liquidation Event; or
(d)    any  issuance or sale of any  Equity  Securities, other than  Equity Securities  listed under the Excluded  Securities provision in Section 4.7 the IRA,
then the  Company  will deliver to the Holder a notice, not less than fifteen  (15) days prior  to the proposed  occurrence of such event, specifying the expected  date of such event, together with all material information relating thereto, and shall promptly notify the Holder of all material developments  relating thereto  or as otherwise reasonably requested by the Holder.
5.    PUT OF WARRANTS.  The Requisite Holders may request the redemption of this Warrant at the applicable  Warrant  Redemption  Price in accordance  with and subject to  Section 7(a) of Article IV(D) of the COI.  In the event that there shall be more than one Holder, each other Holder acknowledges and agrees that only the Requisite Holders may exercise the Put Right and that the Requisite Holders may act on behalf of all other Holders with respect to all matters relating to such redemption.  The Holder's right to demand redemption of this Warrant pursuant to this Section 5 and Section 7(a) of Article IV(D) of the COI shall be referred to herein as the Holder's "Put Right." In the event that the Put Right is exercised for less than all of this Warrant,  the Put Right shall be effected  in a manner so as to equitably  effect  the redemption of the  applicable portion of this Warrant  in accordance with Section 5 of this Warrant  and Section 7 of Article IV(D) of the COI. Upon surrender of the Warrant  in accordance with Section 7(a) of Article IV(D) of the COI, the right to purchase the Warrant  Shares represented  by the portion of the Warrant  being redeemed under the Put Right shall terminate.
6.    RESERVATION OF EQUITY SECURITIES, ETC. The Company  shall, if applicable, at all times reserve  and keep  authorized  and available, solely for issuance and delivery upon  exercise  of this Warrant,  the number  of Warrant  Shares from time to time issuable upon exercise in full of this Warrant. All Warrant  Shares issuable upon exercise of this Warrant  shall be duly authorized and, when issued upon such exercise, shall be validly issued.
7.    OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANTS.
7.1    Ownership of  Warrants. The  Company  may  treat  any  Person(s)  in  whose  name this Warrant  is registered on the register kept at the Chief Executive Office as the owner and holder thereof for all  purposes,  notwithstanding  any  notice  to  the  contrary.  This  Warrant,   if properly  assigned,  may  be exercised by the new holder (as the Holder hereunder) without a new Warrant  first having been issued.
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7.2    Office; Transfer and Exchange of Warrants.
(a)    The Company shall maintain  an office (which may be an agency maintained at a bank) in the State of New  York where notices, presentations and demands in respect of this Warrant may be made upon it. Such office shall be the Company's  “Chief Executive Office” until such time as the Company shall notify the Holders of any change of location of such office within the State of New York.
(b)    The Company shall cause to be kept at its Chief Executive Office a register for the registration and transfer of this Warrant. The names and addresses of the Holder, the transfer thereof and the names and addresses of any transferees of this Warrant shall be registered  in such register. The Person(s) in whose names this Warrant  shall be so registered shall be deemed and treated  as the  owner  and  Holder thereof  for  all  purposes of this Warrant,  and the  Company  shall not be affected  by any notice or knowledge to the contrary.
(c)    Subject to the transfer restrictions set forth herein, including without limitation, as set forth in Section 1.6 above and the transfer restrictions  referred to in the legend herein, except as set forth in Section 2.1(d) above, this Warrant and all rights hereunder are transferable,  in whole or in part, without charge to the Holder, upon surrender of this Warrant  with a properly executed assignment,  including the  identity  of  the  assignee,  (in  the  form  of  Exhibit  II  hereto)  at  the Company's Chief Executive Office. Upon such surrender, the Company at its expense will execute and deliver to or upon the order of the applicable Holder a new Warrant or Warrants  of like tenor, in the name of the Holder or as the Holder (upon payment by the Holder of any applicable transfer taxes) may direct,  calling in the aggregate  on the face or faces therefor for the number of Warrant Shares called for on the face or faces of the Warrant or Warrants so surrendered.
7.3    Assistance in Disposition of Warrant or Warrant Shares. Notwithstanding  any other provision herein, in the event that it becomes unlawful for the Purchaser to continue to hold this Warrant, in whole  or  in part,  or some or all of the  Warrant  Shares  held by  it, or restrictions are  imposed on the Purchaser by any statute, regulation or governmental authority which, in the judgment of the Holder, make it unduly burdensome  to  continue to  hold the  Warrant  or  Warrant  Shares, the  Purchaser   may  sell  or otherwise  dispose  of the  Warrant  or  Warrant  Shares  (subject to  any  restrictions  on  transfer  described herein),  and the  Company  agrees  to  provide reasonable  assistance to the  Purchaser in disposing of the Warrant or Warrant Shares, at the cost and expense of the Purchaser and, at the request of the Purchaser, to provide  (and  authorize  the  Holder to  provide)  financial and  other  general  information  concerning  the Company to any prospective purchaser of the Warrant or Warrant Shares owned by the Purchaser, subject to recipient of such information executing a confidentiality undertaking in a form reasonably  acceptable to the Company,  provided  however, that  access  to  highly confidential  information  need  not  be provided. Notwithstanding the foregoing, in no event will the Company be required to provide, and the Holder may not provide, any confidential information to any person or entity that the Board of Directors of the Company determines in good faith to be a competitor of the Company.
7.4    Replacement   of  Warrants.  Upon  receipt  of  reasonable  evidence  of  the  loss,  theft, destruction or mutilation of any Warrant  and ,, upon delivery of indemnity satisfactory to the Company in form and amount or, in the case of any such mutilation, upon surrender of such Warrant for cancellation at the  Company's Chief Executive Office, the Company at its sole expense will execute and deliver, in lieu thereof,  a new Warrant  of like tenor and dated the date hereof.
8.    REPRESENTATIONS AND WARRANTIES.
8.1    Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as follows:
(a)    the Company is not party to any contract, agreement or other arrangement which conflicts with the terms of this Warrant  or any of the rights conferred to the Holder, or obligations imposed on the Company, hereby; and
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(b)    immediately after   giving effect  to  transactions  contemplated  by  this Warrant, (i)  the Company has duly authorized the issuance of the Initial Warrant  Shares and has reserved them  and made  them available for  issuance and delivery upon exercise of this Warrant, (ii) the outstanding Equity Securities of the Company as of the date of this Warrant (including this Warrant and  any  Options or Convertible Securities, together  with their respective  exercise or conversion prices) is as set forth in the capitalization table of the Company attached as Schedule I hereto.
8.2    Representations and Warranties of the Holders. Each Holder represents  and warrants to the Company and to each other Holder,  as of the date such Person becomes a Holder, as follows:
(a)    Organization and Qualification. Such Holder, if an entity, is a corporation, limited partnership or limited liability company, in either case duly organized, validly existing and in good standing under the laws of its jurisdiction of formation.
(b)    Authority:  Enforceability. Such Holder has all requisite power  and authority to execute and deliver this Warrant and to perform  its obligations hereunder and to consummate the transactions  contemplated  hereby,  and all  action  required on  the part  of such  Holder for such execution, delivery and performance has been duly and validly taken. Assuming due execution and delivery by the Company, this Warrant constitutes the legal, valid and binding obligation of such Holder enforceable  against  such Holder in accordance  with  its terms,  except  as  enforceability thereof  may be  limited by bankruptcy,  insolvency, moratorium and other  similar laws affecting creditors'  rights generally  and by general equitable principles.
(c)    Accredited Investor:  Securities Laws Compliance.
(i)    Such Holder (a) is an "accredited  investor"  (as defined in Regulation D under the Securities Act) and (b) has such knowledge, skill and experience in business and financial  matters, based  on actual participation, that  it is capable of evaluating the merits  and  risks of an investment in the Company and the  suitability thereof as an investment for such Holder.
(ii)    Except  as   otherwise  contemplated  by   this   Warrant,  such   Holder   is acquiring this Warrant and  any  Warrant Shares  for investment for its own  account and not with a view to any  distribution thereof in violation  of applicable securities laws.
(iii)    Such  Holder  agrees  that  any  certificates representing its  Warrant  Shares  will bear  the  following  legend  and  that  such  Warrant Shares  will  not  be  offered, sold or transferred in the  absence of registration or exemption under applicable securities laws:
"THE  SECURITIES REPRESENTED  HEREBY (A) HAVE NOT BEEN REGISTERED   UNDER   THE    SECURITIES   ACT    OF    1933,  AS AMENDED, OR ANY  STATE SECURITIES LAWS,  AND MAY  NOT BE  PLEDGED, SOLD,  OFFERED FOR  SALE,  TRANSFERRED,  OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION UNDER    OR     EXEMPTION     FROM    SUCH     ACT   AND     ALL APPLICABLE STATE  SECURITIES LAWS AND (B) ARE SUBJECT TO    THE    TERMS    OF    AND   PROVISIONS   OF    A   PURCHASE WARRANT,  DATED JULY  22, 2016, BY AND AMONG KALTURA, INC. (THE "COMPANY") AND,  FOR  THE  LIMITED PURPOSES SET FORTH    THEREIN,    GOLDMAN,   SACHS     &    CO.    (AS     SUCH WARRANT MAY  BE SUPPLEMENTED, MODIFIED, AMENDED OR RESTATED FROM TIME TO TIME,  THE  "WARRANT"). A COPY  OF THE    WARRANT  IS   AVAILABLE  AT   THE   OFFICES   OF   THE  COMPANY."
(iv)    The  Holder  understands that (a) the  offering and  sale  of this  Warrant and any  Warrant Shares  by the  Company is intended to be exempt from  registration under the Securities  
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Act  pursuant to section  4(2)  thereof and  Regulation D, (b) there  is  no  existing  public or other market for this Warrant or the  Warrant Shares,  and  (c) this Warrant and the Warrant Shares  may  be resold  only  pursuant to an effective  registration statement under  the  Securities Act  or pursuant to  a valid  exemption from the  registration requirements of the  Securities  Act.
(v)    Such   Holder  is  familiar  with   Rule    144,  as   presently  in  effect,   and understands the resale  limitations imposed  thereby and by the  Securities Act, including the Rule  144 condition  that current information about the  Company be made available to the public.  Such Holder  acknowledges that  such  information is not now  available and  that the Company  has no present  plans to make such information available.
9.    DEFINITIONS. As used herein,  unless the  context  otherwise  requires,  the  following terms  have the  respective  meanings  set forth  below. All capitalized  terms  used  and  not  defined  below  or otherwise defined herein shall have the respective  meanings  set forth in the Purchase Agreement:
“Affiliate” means with respect  to any Person,  any other  Person, directly  or indirectly,  through  one or more intermediary Persons, controlling,  controlled  by, or under  common  control  with such Person
“Aggregate Common Amount” means the aggregate number (measured  on a Fully Diluted Basis) of Common  Stock that  are issued and outstanding.
“Aggregate   Holder  Common  Amount” means  the  aggregate  number   of   Warrant   Shares represented  by, or previously issued in respect of, this Warrant and held by any Holder or its Affiliates.
“Appraiser” means an independent nationally recognized investment banking firm or accounting firm mutually agreeable to the Holder and the Company. If the Holder and the Company cannot agree  on an Appraiser within fifteen ( 15) days after the applicable Valuation Request, then, the Company, on the one hand, and the Holder, on the other  hand, shall each select an Appraiser within fifteen ( 15) days  of the applicable Valuation Request. Such Appraisers shall jointly select one independent Appraiser to determine the Fair Market Value, and the selection of the new Appraiser and its determination of Fair Market Value shall be made within sixty (60) days after  the applicable Valuation Request. Any and all fees, costs and other  expenses  of  the  Appraiser(s)   shall  be  borne  equally  by  the  Company   and  the  Holder. The determination of the Fair Market Value pursuant to this definition and the definition of Fair Market Value shall be conclusive and binding on all applicable parties.
“Average Market Value” means the volume-weighted average of the closing prices of the security in  question  for  the  thirty  (30)  day  period  ending  three  (3) days  prior  to  the  preceding  the  date  of determination (or,  if the security in question is not traded on an exchange, the last reported  sale price on any system of automated dissemination of quotations of securities prices).
“Board” means the board of directors of the Company.
“Business Day” means any day other than a Saturday or a Sunday or a day on which commercial banking institutions in New York are authorized  or obligated by law or executive order to be closed. Any reference to "days" (unless Business Days are specified) shall mean calendar days.
“Chief Executive Office” means the Chief Executive Office of the Company located at 250 Park Avenue South, IO" Floor, New York, NY 10003.
“Commission” means the Securities and Exchange  Commission or any other federal agency at the time administering the Securities Act.
“Common Stock”  means  the  shares  of  common stock,  $0.0001  par  value  per  share,  of  the Company, and shall include any Equity Securities into which such shares of Common Stock shall have been changed or any Equity Securities resulting from any reclassification of such shares of Common Stock.
“Company” has the  meaning given to  such term   in the  introduction  to  this  Warrant  and  shall include any Person that shall succeed to or assume the obligations of the Company.
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“Convertible Securities” means any evidences of indebtedness or other instruments or securities directly or indirectly convertible into or exchangeable for Common Stock; provided, that this Warrant shall not be deemed a Convertible Security hereunder.
“Co-Sale Rights”  means  those  certain  co-sale  rights  pursuant  to  Section  2.4  of  the  ROFR Agreement.
“Equity Securities” means,  with  respect  to the  Company,  all  equity  securities or  other  equity interests authorized from time to time, and any other securities, options, interests, participations or other equivalents (however designated) convertible into or exercisable for shares of capital stock of the Company, whether  voting or  nonvoting,  including options, warrants,  phantom  equity,  equity  appreciation  rights, convertible  notes  or debentures, equity purchase  rights, and all agreements,  instruments,  documents and securities convertible, exercisable,  or  exchangeable,  in  whole or  in part,  into any  one  or  more  of  the foregoing. For the avoidance of doubt, the Equity Securities, as of the date hereof, consist also of Common Stock, Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series D-1 Stock,  Series E Stock and Series F Stock.
“Exchange Act” means the  Securities Exchange  Act of 1934, or any similar federal statute,  and the rules and regulations of the Commission thereunder, all as the same shall be in effect  at the time.
“Fair Market Value means (a) as to securities regularly traded on a national securities exchange or some other nationally-recognized  market quotation system (“Publicly Traded Securities”), the Average Market Value, and (b) as to all securities or other property other than Publicly Traded  Securities, the fair market  value of such securities or property  as mutually agreed  upon by  the Company  and the  Holders, assuming such securities or property  is to be sold in an arm's  length transaction  between  a willing seller and a willing buyer as a going concern, without any Impairment Deductions (but, for  the avoidance of doubt, taking into account any liquidation preference, redemption or similar right relating to the Company's Equity  Securities, to  the  extent  applicable  to  the valuation in question), at  the  time  of  the transaction requiring the applicable determination of Fair Market Value pursuant to this Warrant (each such transaction, a “Valuation Event”). If the Company and the Holder are unable to agree on any calculation of Fair Market Value in accordance  with the foregoing provisions within fifteen (15)  days after the occurrence of any Valuation Event, then, upon the written request of either the Holder or the Company delivered at any time thereafter (the “Valuation Request”), the Fair Market  Value of such securities and/or other property  will be determined by the Appraiser. Other than with respect to Publicly Traded Securities, the prevailing market prices for any security or property will not be dispositive of the Fair Market Value thereof. Notwithstanding the foregoing, for the  purposes  of exercise of this Warrant  upon a Triggering  Event, the “Fair Market Value” shall mean (i) if the exercise  of this Warrant is in connection with an Initial Public Offering,  then the public offering price per share of Common Stock in such Initial Public Offering (provided, that other than with respect to determining the number of Warrant Shares to be cancelled and credited in the event of Cashless  Exercise, such  price  shall  be  calculated  as  of  immediately prior  to  the  effectiveness  of the applicable registration  statement  assuming a value per share of the shares  of Common  Stock equal to (A) the midpoint of the filing price range of the underwriter, multiplied by (B) 102% (the sum of the foregoing equation, the “Estimated Offering Price”); and (ii) if the exercise of this Warrant is upon the closing of a Liquidation  Event, then the price per share of Common Stock as determined in such transaction.   In  the event that the applicable Estimated Offering  Price is less than the applicable  actual final  public offering price (the “Actual Price”), the holders of this Warrant, on a pro rata basis, shall pay, within three days of the closing of the applicable offering,  an amount in cash to the Company, equal to (I )(x) the Actual Price minus (y) the Estimated Offering Price, multiplied by (2) the number of shares of Common Stock (or such other security into which shares of Common Stock are reclassified, exchanged for, substituted or otherwise altered) into which the Warrant is converted in such Initial Public Offering  pursuant to the terms  hereof (the “IPO Common Shares”), and (b) in the event that the Estimated Offering Price is more than the Actual Price, the Company shall pay, within three days of the closing of such offering, an amount in cash to holders of this Warrant, on a pro rata basis, equal to (I )(x) the Estimated Offering  Price minus (y) the Actual Price, multiplied by (2) the number of IPO Common Shares.
“Fully Diluted Basis” means, at the applicable date of measurement, the sum (without duplication) of (i) the aggregate  number of Common Stock outstanding plus (ii) the aggregate number of Common Stock issuable  upon exercise of this Warrant  or any Convertible Security or Option (regardless  of whether any vesting or other 
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conditions for exercise thereof  have been  satisfied at such time) plus (iii) the aggregate number of interests, participations or other Common  Stock equivalents (measured on a Common Stock basis); provided, that, notwithstanding the foregoing, with respect to any calculation of value (including pursuant to Sections 2.2 and 5.1(a)), "Fully-Diluted Basis" shall (i) include the Warrant  Shares, (ii) exclude any Option or Convertible Security that is not (x) "in the money"  or (y) entitled to, or otherwise does not, participate  in the applicable transaction (and no value shall be ascribed to any such Option or Convertible Security in such calculation of value) and (iii) give effect to the payment of any consideration payable upon the exercise of any Convertible Security or Option that is (x) "in the money" and (y) entitled to participate in the applicable transaction as if such Convertible Security or Option were exercised at such time; but in any  event, the term “Fully Diluted Basis” shall not include any shares of Series F Stock.
“Holder” means each and every registered  holder owner of any portion of this Warrant or any of the Warrant Shares, which shall initially be the Purchaser. For purposes of simplicity, this Warrant has been drafted  in contemplation of one Holder. In the event that, at any given time, there shall be more than one Holder, (i) references  to “Holder“  and “Warrant  Shares“ shall mean each Holder and the Warrant  Shares held by each such Holder, and the number of “Initial Warrant Shares“ shall be the respective portion of the Initial Warrant Shares (calculated based on such Holder's portion of the  Warrant Shares out of the aggregate Warrant  Shares held by all Holders), (ii) all notices shall be delivered to each Holder in accordance with Section 14  and (iii) with respect to any action, approval or consent of the Holder required  or otherwise permitted pursuant to the provisions hereof (including Section 5), such action, approval or consent shall be deemed to have  been taken, received or otherwise obtained if such action, approval  or consent is  taken, received or otherwise obtained by or from Requisite Holders, except that each Holder may, on an individual basis, exercise  its portion of the  Warrant.  Without in any way limiting the foregoing,  the term  “Holder“ shall include the Purchaser and each of their respective successors and/or assigns that at any time holds or otherwise owns any portion of this Warrant or the Warrant Shares.
“Impairment Deductions” means, with respect to the determination of the Fair Market Value of any securities or other property,  any deduction for (a) liquidity considerations, or (b) minority equity holder status.
“Initial  Public Offering” means the closing of the Company's first underwritten  offering to the public pursuant to an effective registration  statement under the Securities Act.
“Liquidation  Event” means any voluntary or involuntary dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, or any Asset Transfer or an Acquisition (as such terms are defined in the Amended and Restated  Certificate of Incorporation  of the Company).
“Options” means any rights, options or warrants to subscribe for, purchase  or otherwise acquire any of Common Stock: provided, that this Warrant shall not be deemed an Option hereunder.
“Person”  means  an  individual, a  partnership,  a  limited liability company,  a  corporation,  an association, a joint  stock  company,  a trust,  a joint  venture,  or  any  federal,  state,  county  or  municipal governmental  or quasi-governmental  agency, department, commission, board,  bureau,  instrumentality or similar entity,  foreign or domestic, having jurisdiction over either the Company or any Holder.
“Purchaser Group” means the Purchaser and its Affiliates.
"Qualified IPO” means the closing of the Company's Initial Public Offering, provided that (i) the Company receives aggregate gross  proceeds  attributable to sales for the account of the Company  (after deduction of  underwriting discounts and commissions) of not less than $30 million, at a price per share representing an equity value of at least $650 million, and (ii) such Common Stock is listed for trading on either the New York Stock Exchange or the NASDAQ National Market.
"Requisite Holders” means the Holder or, in the event that there are multiple Holders, the Holder or Holders that own or otherwise hold more than fifty-percent (50%) of the Aggregate  Holder Common Amount.
"Securities Act" means the Securities Act of 1933, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be amended and in effect  at the time.
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"Series A Stock" means the Series A Convertible Preferred,  $0.0001 par value per share,  of the Company.
"Series B Stock" means the Series B Convertible Preferred, $0.0001  par value per share, of the Company.
"Series C Stock" means the Series C Convertible Preferred,  $0.0001  par value per share, of the Company.
"Series D Stock" means the Series D Convertible Preferred, $0.0001 par value per share, of the Company.
"Series D-1 Stock" means the Series D-1  Convertible Preferred,  $0.0001 par value per share, of the Company.
"Series E Stock" means the Series E Convertible Preferred, $0.0001 par value per share, of the Company.
"Series F Stock" means the Series F Convertible Preferred,  $0.0001 par value per share, of the Company.
"Stockholders" means the stockholders of the Company.
"Transaction Documents" means this Warrant, the Purchase Agreement, the ROFR Agreement, the Voting Agreement and the IRA.
"Transfer"  means  any  direct  or  indirect sale, transfer,  issuance, assignment,  pledge  or  other disposition or conveyance of Equity Securities.
"Triggering Event" means the earliest to occur of(i) the Expiration Date, (ii) a Liquidation Event and (iii) an Initial Public Offering.
“Warrant” means  this  Purchase  Warrant  for  shares  of  Common  Stock, as  the  same  may  be amended, restated or otherwise modified from time to time in accordance with its terms, together with any and all replacement and/or substitute warrants  issued with respect hereto.
"Warrant Redemption Price” means, on any specified date herein and in  relation to the Holder in connection with the exercise of the Put Right, the Fair Market Value of this Warrant and/or the Warrant Shares, as applicable: provided, that,  in  the event that the Put  Right is exercised for  less than all of this Warrant,  the  Warrant  Redemption  Price shall  be  proportionately  reduced  so  as to  equitably effect  the redemption of the  applicable portion  of this Warrant  in accordance with Section 5 of this Warrant  and Section 7 of Article IV(D) of the COL Notwithstanding the foregoing, in the event the Put Right is exercised by the Holder (i) at any time after the Company shall receive a bona fide offer to consummate a Liquidation Event, for so long as such offer  has not been retracted  and is ultimately consummated in connection with the Company's payment of the Warrant Redemption Price, or (ii) during the period starting sixty (60) days prior  to  the  Company's  Qualified  IPO,  then  in  each  case,  the  Warrant  Redemption  Price  shall be proportionately reduced so as to give effect  to the adjustment in the number of Warrant  Shares upon such Liquidation Event or Qualified IPO (as applicable) pursuant to Section 2(a) above (if any) that would have applied had such Put Right not been exercised (the "Put Right Reduction Shares"), such that the Warrant Redemption  Price shall be reduced  by the value of the  Put Right Reduction Shares  in such Liquidation
Event or Qualified IPO (as applicable).   "Warrant Shares" means the shares of Common Stock issued or issuable  in connection  with the exercise  of this Warrant (as may be adjusted pursuant to the terms  hereof) and  shall  include  any  Equity  Securities  into which  such  Warrant Shares  shall  have  been  changed  or  any Equity  Securities resulting  from  any  reclassification of such Warrant Shares.
10.    [Reserved].
11.    MULTIPLE  HOLDERS;  VOTING  RIGHTS; NO LIABILITIES AS A STOCKHOLDER.
11.1    Multiple Holders. In the  event  that  there  shall  be multiple Holders,  each  Holder  agrees that  (i) no other  Holder  will by  virtue of this Warrant or exercise  thereof be under  any  fiduciary  or other duty  to 
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give or withhold any consent  or approval under this Warrant  or to take  any other  action  or omit to take  any  action  under  this  Warrant and  (ii) each  other  Holder  may  act  or  refrain  from  acting  under this Warrant as such other  Holder may,  in its discretion, elect.
11.2    Voting  Rights.  The  Warrant shall entitle the Holder, prior to the exercise  of the  Warrant,  to voting rights  as a holder  of Common  Stock  of the Company on an as-if exercised basis.
11.3    No Liabilities As a Stockholder. Nothing contained in this Warrant  shall be construed as imposing  any  obligation on  any  Holder  to  purchase any  securities  or  as  imposing  any  liabilities on  any Holder as a holder of Equity Securities,  whether such  obligation  or liabilities are  asserted  by the Company or by creditors of the Company.
12.    ADDITIONAL TERMS.  The  Company and the Purchaser agree  and  acknowledge that  Sections 5.11,  5.13, 5.14 and 5.15 of the Purchase  Agreement shall apply to the Purchaser in all respects,  for so long as Purchaser continues  to hold the Warrant or the Warrant Shares.
13.    LOCK-UP LIMITATIONS. Notwithstanding anything in this Warrant, none  of the provisions of this  Warrant shall  in any  way  limit the  Purchaser Group  from  engaging   in  any  brokerage,  investment advisory,    financial    advisory,    anti-raid    advisory, principaling,    merger    advisory,    financing,    asset management, trading,  market making,  arbitrage, investment activity  and other  similar activities conducted  in the ordinary course  of their business.
14.    NOTICES.
14.1    Manner of Delivery. Any notice or other  communication  in connection with this  Warrant  shall be in writing and shall be deemed  effectively given upon the earlier of actual receipt  or:  (a) personal delivery  to the  party  to  be notified,  (b) when  sent,  if sent by  electronic  mail or  facsimile  during  normal business  hours  of the  recipient, and  if not  sent  during  normal business hours,  then  on the  recipient's  next business day, (c) five (5) days after having been  sent by registered or certified mail, return  receipt requested,  postage prepaid,  or (d) one (1) business  day  after  deposit  with  a nationally  recognized overnight  courier, freight prepaid,  specifying next business day delivery, with written verification of receipt.
14.2    Place of Delivery. Any notice or other  communication in connection with this Warrant shall be delivered to the following address (i) if to the Holder, to the address set forth on the signature page hereto (or any other address that the Holder may designate by written notice to the Company  in accordance with this Section 14) with a copy of such notice delivered by electronic mail, (ii) if to the Company, to the attention  of its Chief Executive Officer or President at its Chief Executive Office;  provided.  however, that the exercise of any Warrant shall be effective only  in the manner provided in  Section  1. 
15.    WAIVERS; AMENDMENTS. Any provision of this Warrant  may be amended  or waived with the written  consent of the Company and the Holder (or, for the avoidance of doubt, if there  are multiple Holders, then the Holder or Holders constituting the Requisite Holders). Any amendment or waiver effected in compliance with this Section 15  shall be binding upon the Company and the Holder. In the event that there shall be multiple Holders, the Company shall give prompt notice to each Holder of any amendment or waiver effected  in compliance with this Section 15 . No failure or delay of the Company or the Holder in exercising any power  or right hereunder shall operate as a waiver thereof,  nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further  exercise thereon or the exercise of any other right or power. No notice or demand on the Company  in any case shall entitle the Company to any other or future  notice or demand  in  similar or  other  circumstances.  The  rights  and  remedies  of  the  Company  and  the  Holder hereunder are cumulative and not exclusive of any rights or remedies which it would otherwise have, except as set forth in Section  18  below.
16.    INDEMNIFICATION. Without limitation of any other provision of this Wan-ant or any other Transaction  Document, the Company  agrees to defend,  indemnify and hold Purchaser  and its respective affiliates, direct  and indirect partners  (including partners  of partners  and stockholders  and  members  of partners), members, stockholders, managers, officers, employees and agents and each person who controls any of them within the 
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meaning of Section  15  of the Securities Act, or Section 20 of the  Exchange  Act (collectively, the “Purchaser Indemnified Parties” and,  individually, a “Purchaser Indemnified Party”) harmless from  and against any and all damages, liabilities,  losses, taxes, fines, penalties,  reasonable costs and expenses (including, without limitation, reasonable fees of a single counsel representing the Purchaser Indemnified Parties), as the same are incurred, of any kind or nature whatsoever (whether or not arising out of third-party  claims and including all amounts paid in investigation, defense or settlement of the foregoing, provided that any such settlement shall be subject to the Company's prior written consent, not to be unreasonably  withheld) which may  be  sustained or  suffered  by  any  such Purchaser  Indemnified Party (“Losses”), based upon,  arising out of, or by reason of any third party  or governmental claims relating in any way  to  such Purchaser  Indemnified Party's status as a security holder or otherwise  relating to  such Purchaser Indemnified Party's investment in the Company (including, without limitation, any and all  Losses under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, which relate directly or indirectly to the registration, purchase,  sale or ownership of any securities of the Company (“Securities”)); provided, however, that the Company will  not be liable to the extent that  such Losses arise from  or are based on (a) an untrue statement or omission or alleged untrue statement or omission in any registration, prospectus, report, schedule, statement, document, filing, submission, form, registration  or other document filed with any governmental  authority,  which is made in reliance on and in conformity with written information furnished to the Company by or on behalf of such Purchaser Indemnified Party, or (b) conduct by a Purchaser Indemnified Party which constitutes fraud or willful misconduct.  For the avoidance of doubt, the Purchaser Indemnified Parties shall not be entitled to indemnification pursuant  to  this  Section  16   in respect  of  any  taxes  due  and  payable  by  a  Purchaser Indemnified Party not imposed as a result of any action (or inaction) of the Company or arising out of (i) a Purchaser Indemnified Party's sale or distribution of the Securities, (ii) any distributions with respect to the Securities, (iii) any  redeemptions  of  the  Securities,  and/or  (iv) any  prepayments  with  respect  to  the Securities.
17.    MISCELLANEOUS.
17.1    Successors and Assigns. All the provisions of this Wan-ant by or for the benefit of the Company or the Holder shall bind and inure to the benefit of their respective successors and assigns.
17.2    Severability.  In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable  in any respect,  the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected  or impaired thereby.
17.3    Equitable Remedies. Without limiting the rights of the Company and the Holder to pursue all other legal rights available to such party (including equitable remedies) for the other parties'  failure to perform  its obligations hereunder, the Company and the Holders each  hereto acknowledge and agree  that the remedy at law for any failure to perform  any obligations hereunder  might be inadequate and that each shall be entitled to seek specific performance,  injunctive relief or other equitable remedies in the event of any such failure.
17.4    Continued Effect.  The  Company  covenants  and  agrees  not  to  become  party  to  any contract, agreement or other arrangement  which conflicts with the terms of this Warrant or any of the rights conferred to the Holder, or obligations imposed on the Company, hereby.
17.5    Governing Law. THIS WARRANT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS TO MATTERS WITHIN THE SCOPE THEREOF, AND AS TO MATTERS OF CONTRACT LAW, BY THE LAWS OF THE STATE  OF NEW YORK, IN EACH CASE EXCLUDING ANY  RULE OF LAW THAT WOULD CAUSE THE APPLICATIONS OF THE LAW OF ANY JURISDICTION OTHER THAN  THE  LAWS  OF THE  STATE  OF DELAWARE  OR NEW  YORK,  AS  APPLICABLE.  THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE (A) FEDERAL COURTS LOCATED IN  THE STATE  OF NEW YORK, AND (B) THE  STATE COURTS OF THE STATE OF NEW YORK LOCATED IN MANHATTAN, FOR THE SETTLEMENT OF ANY DISPUTES THAT ARISE UNDER THIS AGREEMENT. EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION TO THE VENUE IN ANY SUCH PROCEEDING, WHETHER ON THE GROUNDS OF FORUM NON-CONVENIENS OR OTHERWISE.
14






17.6    Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HA VE TO A TRIAL  BY JURY  IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY  ARISING  OUT OF OR RELATING TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY  (WHETHER BASED ON CONTRACT,  TORT  OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY  OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO  ENTER  INTO  THIS  WARRANT  BY,  AMONG  OTHER  THINGS,  THE  MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
17.7    Construction.  The section headings used herein are for convenience of reference only and shall not be construed in any way to affect  the interpretation of any provisions of this Warrant. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant. Terms defined in the singular have the corresponding meanings in the plural, and vice versa. Unless the context of this Warrant clearly requires otherwise, words importing the masculine gender  include  the  feminine and  neutral  genders  and  vice  versa.  The  terms  "include,"  "includes"  or "including"  mean  "including without  limitation.    The  words  "hereof,  "hereto,"  "hereby,"  "herein," "hereunder"  and words of similar import, when used in this Warrant,  refer to this Warrant  as a whole and not to any particular section or article  in which such words appear.  Except to the extent expressly provided herein, the  Holder's exercise of any rights under this Warrant, including with respect  to the granting  or withholding of any consent required hereunder, may be done at the sole discretion of the Holder.
17.8    Counterparts. This Warrant may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together, shall be deemed to be one and the same instrument.
[Signature Page Follows]
15







IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date hereof.
									
		COMPANY: 
			
		KALTURA, INC.
			
		By:	/s/ Ron Yenkutiel
		Name:	Ron Yekutiel
		Title	Chief Executive Officer


The undersigned is executing this Warrant as of the date hereof to make the representations and warranties set forth in Section 8.2 of this Warrant and to evidence its consent to, and, to the extent applicable, its agreement to be bound by, any and all provisions of this Warrant (and the defined terms referenced therein) for the benefit of the Company and each other Holder.
									
		PURCHASER:
			
		GOLDMAN, SACHS & CO.
			
		By:	
		Name:	
		Title	










IN WITNESS  WHEREOF, the Company has caused this Warrant  to be duly executed  as of the date hereof.
									
		COMPANY: 
			
		KALTURA, INC.
			
		By:	
		Name:	
		Title	


The undersigned is executing this Warrant as of the date hereof to make the representations and warranties set forth in Section 8.2 of this Warrant and to evidence its consent to, and, to the extent applicable, its agreement to be bound by, any and all provisions of this Warrant (and the defined terms referenced therein) for the benefit of the Company and each other Holder.
									
		PURCHASER:
			
		GOLDMAN, SACHS & CO.
			
		By:	/s/ Hillel Moerman
		Name:	Hillel Moerman
		Title	Managing Director










						
	Initial Warrant Shares:	1,588,109 Shares of Common Stock
		
	Initial Warrant Price:	$0.0001 	
	Expiration Date:	July 21, 2026

Address for Notices:


Goldman, Sachs & Co.
200 West Street
New York, New York 10272
Attn: Holger Staude
Telecopy No.: (917)977-3305
Email: Holger.Staude@gs.com
with a copy to (which shall not constitute notice):
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
Attn: Alexander B. Temel









EXHIBIT I
FORM OF SUBSCRIPTION
[To be executed only upon exercise of Warrant]
To [_______________]
The undersigned registered Holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, _______________ shares of Common Stock and herewith makes payment of $______ therefore, and requests that the certificates for such Common Stock be issued in the name of, and delivered to _______________, whose address is _________________________________.
Dated:
									
	
	(Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	
		(Street Address)	
	
	(City)	(State)	(Zip Code)
			
			
			
			










EXHIBIT II
FORM OF ASSIGNMENT
[To be executed upon transfer of Warrant]
For value received, the undersigned registered Holder of the Warrant (the “Transferor”) hereby sells, assigns and transfers unto _______________________ (the “Transferee”) the rights represented by such Warrant to purchase ______ shares of Common Stock of Kaltura, Inc. (the “Company”) to which and such Warrant relates, and appoints _________________________ as its attorney-in-fact to make such transfer on the books of the Company maintained for such purpose, with full power of substitution in the premises. The Transferee makes the representations and warranties set forth in Section 8.2 of the Warrant, and consents to, and, to the extent applicable, agrees to be bound by, any and all provisions of the Warrant (and the defined terms referenced therein) for the benefit of the Company and each other Holder.
Dated: ____________, ____
									
	Transferor:		
	
	(Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	
		(Street Address)	
	
	(City)	(State)	(Zip Code)
			


									
	Transferee:		
	
	(Signature must conform in all respects to name of Holder as specified on the face of Warrant)
	
		(Street Address)	
	
	(City)	(State)	(Zip Code)
			
			
			
			










AMENDMENT NO. 1
TO THE 
PURCHASE WARRANT FOR COMMON STOCK
This Amendment No. 1 to the Purchase Warrant for Common Stock (this “Amendment”) is entered into as of March 18, 2021 by and among Kaltura, Inc., a Delaware corporation (the “Company’’), and Special Situations Investing Group II, LLC (‘‘SSIG”). Capitalized terms used and not defined herein shall have the meaning set forth in the Warrant (as defined below).
WHEREAS, SSIG is the current registered holder (in such capacity, the “Holder”) of that certain Purchase Warrant for Common Stock, originally issued by the Company to Goldman, Sachs & Co. on July 22, 2016 (the “Warrant”);
WHEREAS, in connection with the proposed initial public offering (the “IPO”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), the Company and the Holder desire to make certain amendments to the Warrant as set forth below;
WHEREAS, pursuant to Section 4 of the Warrant, the Company is required to provide not less than fifteen (15) days’ prior notice to the Holder if the Company agrees or commits to certain events, including, among other things, (i) any Triggering Event, and (ii) any capital reorganization of the Company, or reclassification or recapitalization of Equity Securities, and, in any such case, to provide the Holder with all material information relating thereto;
WHEREAS, the IPO constitutes a Triggering Event for purposes of Section 4 of the Warrant;
WHEREAS, the Holder desires to acknowledge receipt of notice from the Company regarding the IPO and the one-to-4.5 forward stock split to be effected by the Company in connection with the IPO (the “Stock Split”), and to waive the applicable notice period relating to the timing of delivery of such notice; and
WHEREAS, Section 15 of the Warrant provides that any provision thereof may be amended or waived with the written consent of the Company and the Holder.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows.
1.Amendments.
(a)    The definition of “Initial Public Offering” set forth in Section 9 of the Warrant is hereby amended to read as follows:
“Initial Public Offering” means the closing of the Company’s first underwritten offering to the public pursuant to an effective registration statement under the Securities Act, including, for the avoidance of doubt, the Company’s Registration Statement on Form S-1 (Reg. No. 333-253699).
(b)    The definition of “Qualified IPO” set forth in Section 9 of the Warrant is hereby amended to read as follows:
“Qualified IPO” means the closing of the Company’s Initial Public Offering pursuant to (x) the Company’s Registration Statement on Form S-1 (Reg. No. 333-253699), or (y) any other effective registration statement filed by the Company under the Securities Act, provided that, in the case of this clause (y), (i) the Company receives aggregate gross proceeds attributable to sales for the account of the Company (after deduction of underwriting discounts and commissions) of not less than $30 million, at a price per share representing an equity value of at least $650 million, and (ii) such Common Stock is listed for trading on either the New York Stock Exchange or the Nasdaq Stock Market.








2.    Acknowledgment and Waiver of Notice. The Holder hereby acknowledges that it has received notice from the Company regarding the IPO and the Stock Split, in full satisfaction of the Company’s obligations under Section 4 of the Warrant, and hereby waives any applicable notice period relating to the timing of delivery of such notice.
3.    Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE, AS TO MATTERS WITHIN THE SCOPE THEREOF, AND AS TO MATTERS OF CONTRACT LAW, BY THE LAWS OF THE STATE OF NEW YORK, IN EACH CASE EXCLUDING ANY RULE OF LAW THAT WOULD CAUSE THE APPLICATIONS OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF DELAWARE OR NEW YORK, AS APPLICABLE. THE PARTIES HERETO IRREVOCABLY CONSENT TO THE EXCLUSIVE JURISDICTION OF THE (A) FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK, AND (B) THE STATE COURTS OF THE STATE OF NEW YORK LOCATED IN MANHATTAN, FOR THE SETTLEMENT OF ANY DISPUTES THAT ARISE UNDER THIS AMENDMENT. EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION TO THE VENUE IN ANY SUCH PROCEEDING, WHETHER ON THE GROUNDS OF FORUM NON-CONVENIENS OR OTHERWISE.
4.    Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together, shall be deemed to be one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
5.    No Further Modifications or Amendment. Except as amended hereby, the Warrant shall remain in full force and effect and the parties agree that no other modification or amendment exists or is valid or enforceable.
[remainder of page intentionally left blank]









IN WITNESS WHEREOF, the Company and the Holder have executed this Amendment as of the date first set forth above.
															
		COMPANY: 	
					
		KALTURA, INC.	
					
		By:	/s/ Ron Yenkutiel	
			Name:	Ron Yekutiel	
			Title	CEO	


[Signature page to Amendment No. 1 to Purchase Warrant for Common Stock] 






															
		HOLDERS:	
					
		SPECIAL SITUATIONS INVESTING GROUP II, LLC
					
		By:	/s/ Holger Staude	
			Name:	Holger Staude	
			Title	Authorized Signatory	


[Signature page to Amendment No. 1 to Purchase Warrant for Common Stock]