EX-10.4



 





Exhibit 10.4





AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENT



THIS AMENDED AND RESTATED SHAREHOLDERS’ RIGHTS AGREEMENT (this “Agreement”) made as of July 1,
2007, by and among





	 	1.	 	Voltaire Ltd., a company organized under the laws of the State of Israel (the
“Company”); and
	 
	 	2.	 	Those shareholders and the warrant holder of the Company listed in Exhibit A hereto.




WHEREAS, the shareholders of the Company are parties to an amended and restated Shareholders’
Rights Agreement, dated February 1, 2007(the “Prior Agreement”); and



WHEREAS, the Company is contemplating a public offering of its shares in the United States pursuant
to a registration statement to be filed with the SEC (as defined below) (the “Offering”) and in
connection with the Offering, subject to the closing of the Offering, the parties desire to amend
and restate the Prior Agreement and to set forth herein provisions governing the registration of
the securities of the Company and certain other matters involving the rights of the shareholders.



NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties
hereby agree that the Prior Agreement shall be amended and restated in its entirety, effective
immediately as of and contingent upon and conditioned on the closing of the Offering (the
“Effective Date”), provided that such closing occurs no later than August 15, 2007 (the
“Termination Date”), as follows:





	1.	 	DEFINITIONS






	 	1.1	 	As used herein, the following terms have the following meanings:





	 	 	 
	“Affiliate”

	 	with respect to any Person:
	 
	 	 
	 

	 	(i) any other Person of which securities or
other ownership interests representing more
than fifty percent (50%) of the voting interest
are, at the time such determination is being
made, owned, Controlled or held, directly or
indirectly, by such Person; or

	 
	 	 
	 

	 	(ii) any other Person which, at the time such
determination is being made, is Controlling,
Controlled by or under common Control with,
such Person.

	 
	 	 
	 

	 	As used herein, “Control,” whether used as a
noun or verb, refers to the possession,
directly or indirectly, of the power to direct,
or cause the direction of, the management or
policies of a Person, whether through the
ownership of voting securities or otherwise.












 



-2-


	 	 	 
	“Articles”

	 	the Company’s Articles of Association, as may
be amended from time to time in accordance with
their terms.
	 
	 	 
	“Belco”

	 	shall mean BCF II Belgium Holding SPRL or any
Permitted Transferee of Belco following the
transfer of Belco’s holdings in the Company to
such Permitted Transferee.
	 
	 	 
	“Exchange Act”

	 	the United States Securities Exchange Act of
1934, as amended.
	 
	 	 
	“Form F-3”

	 	Form F-3 under the Securities Act, as in effect
on the date hereof or any registration form
under the Securities Act subsequently adopted
by SEC which permits inclusion or incorporation
of substantial information by reference to
other documents filed by the Company with the
SEC.
	 
	 	 
	“Holder”

	 	any holder of outstanding Registrable Shares.
	 
	 	 
	“Initiating Holders”

	 	the Principal Investors.
	 
	 	 
	“IPO”

	 	the closing of a bona fide initial public
offering of the Company’s Ordinary Shares on a
recognised securities exchange, under the
Securities Act, as amended, the Israeli
Securities Law, 1968, or similar securities
laws of another jurisdiction.
	 
	 	 
	“Ordinary Shares”

	 	ordinary shares of the Company, par value NIS
0.01 each, as such par value may be adjusted
from time to time for any stock split, stock
combination or the like.
	 
	 	 
	“Permitted Transferee”

	 	(A) with respect to an individual, any parent,
spouse or lineal descendant of such individual
or a company or other entity fully owned or
controlled by him;
	 
	 	 
	 

	 	(B) with respect to an entity shareholder:
	 
	 	 
	 

	 	(i) if such Shareholder is a corporation or
company, any entity which controls, is
controlled by or is under common control with,
such entity Shareholder; and

	 
	 	 
	 

	 	(ii) if such shareholder is a general or
limited partnership, or if it is an entity
which, directly or indirectly has holdings in a
general partnership,













 



-3-


	 	 	 
	 

	 	(a) any of its limited partners or general
partners;

	 
	 	 
	 

	 	(b) any affiliated partnership managed by the
same management company or managing or general
partner of such Shareholder;

	 
	 	 
	 

	 	(c) any corporation or company, the members of
such corporation or company and affiliated
corporations or companies managed by the same
management company or managing general partner
of such shareholder or by any entity which
controls, is controlled by, or is under common
control with, such management company or
managing or general partner;

	 
	 	 
	 

	 	(d) any entity which controls, is controlled
by, or is under common control with any
management company or managing or general
partner of a shareholder (“Current Managing
Entities”) and/or any other management company
or managing or general partner which may be
established by substantially the same persons
or entities who established any of the Current
Managing Entities;

	 
	 	 
	 

	 	(e) with respect to any of the Persons included
in the definition of “Pitango” or any Person
who is a Permitted Transferee from Pitango —
in addition to the Permitted Transferees listed
in (A) and (B)(i) and B(ii)(a) through (d)
above, also any of the following: (i) any other
Person included in the definition of “Pitango”,
any funds and accounts controlled or managed by
any of the Persons includied in the definition
of “Pitango”, and Virgotech Ltd.; and (ii) any
Affiliate of such transferor, (iii) any direct
or indirect general or limited partner, member,
officer, stockholder, beneficiary, heir or













 



-4-


	 	 	 
	 

	 	legatee of such transferor and (iv) any trust
the beneficiaries of which, any corporation the
stockholders of which, any partnership the
partners of which, or any limited liability
company, the members of which, include Persons
described in (i), (ii) or (iii) above;

	 
	 	 
	 

	 	(f) with respect to Belco or any Person who is
a Permitted Transferee from Belco: (i) any
Affiliate of Belco or such Person, (ii) any
direct or indirect general or limited partner,
member, officer, stockholder, beneficiary, heir
or legatee of Belco or such Person and (iii)
any trust the beneficiaries of which, any
corporation the stockholders of which, any
partnership the partners of which, or any
limited liability company, the members of
which, include Persons described in (i) or (ii)
above;

	 
	 	 
	 

	 	(g) with respect to Vertex or any Person who is
a Permitted Transferee from Vertex: (i) any
Affiliate of Vertex or such Person, (ii) any
direct or indirect general or limited partner,
member, officer, stockholder, beneficiary, heir
or legatee of Vertex or such Person and (iii)
any trust the beneficiaries of which, any
corporation the stockholders of which, any
partnership the partners of which, or any
limited liability company, the members of
which, include Persons described in (i) or (ii)
above; and

	 
	 	 
	 

	 	(h) with respect to Lighthouse Capital Partners
V (Israel) L.L.C, (“Lighthouse”)— in addition
to the Permitted Transferees listed in (A) and
(B)(i) and B(ii)(a) through (d) above, also
Magnolia Capital Partners, Inc. and any
Permitted Transferee of Magnolia Capital
Partners, Inc.













 




-5-


	 	 	 
	“Person”

	 	shall mean an individual, corporation, trust,
partnership, limited liability company, joint
venture, unincorporated organisation,
government body or any agency or political
subdivision thereof, or any other entity.
	 
	 	 
	Pitango

	 	Shall mean D.S. Pitango Trust Company (Foreign
Residents) (1997) Ltd., Pitango Fund II (Tax
Exempt Investors), LLC, Pitango Fund II LLC,
Pitango Fund II LP, Pitango Venture Capital
Management (Israel) Ltd., Pitango Venture
Capital Management (U.S.A.) LLC, Pitango
Venture Capital Fund III (Israeli Sub) LP,
Pitango Venture Capital Fund III (Israeli Sub)
Non-Q LP, Pitango Venture Capital Fund III
(Israeli Investors) LP, Pitango Venture Capital
Fund III Trusts 2000 Ltd., Pitango Fund II
Opportunity Annex Fund L.P., Pitango Fund II
Opportunity Annex Fund (ICA), L.P., Pitango
Holdings II LLC, Pitango Principals Fund III
(Israel) LP and DS Polaris Ltd. (each, a
“Pitango Fund”) and any Permitted Transferee of
any Pitango entity following the transfer of
such Pitango entity’s holdings in the Company
to such Permitted Transferee.
	 
	 	 
	“Preferred Shares”

	 	all Series C Shares, Series D Shares, Series D2
Shares, Series E Shares and Series E2 Shares.
	 
	 	 
	“Preferred Holder”

	 	any holder of outstanding Preferred Shares.
	 
	 	 
	“Principal Investors”

	 	Belco acting together with one of Vertex or
Pitango.

	 
	 	 
	“Register”, “registered”
and “registration”

	 	 refer to a registration effected by filing a
registration statement in compliance with the
Securities Act and the declaration or ordering
by the SEC of effectiveness of such registration statement, or the equivalent
actions under the laws of another jurisdiction.
	 
	 	 
	“Registrable Shares”

	 	means (i) Ordinary Shares issuable upon
conversion of any Preferred Shares; and (ii)
any Ordinary Shares issued as a dividend, bonus
share or other distribution with respect to, or
in exchange for or in replacement of, such
Ordinary Shares, but excluding any shares (a)
for which registration rights have terminated
pursuant to Section 15.2 of this Agreement, (b)
which have previously been registered or (c)
transferred in a transaction, in which the
rights under this Agreement are not












 



-6-


	 	 	 
	 

	 	assigned in accordance herewith.
	 
	 	 
	“SEC”

	 	the Securities and Exchange Commission of the
United States.
	 
	 	 
	“Securities Act”

	 	the United States Securities Act of 1933, as
amended.
	 
	 	 
	“Series C Shares”

	 	Ordinary Shares of par value NIS 0.01, issued
upon conversion of Series C Preferred Shares of
the Company, and all Ordinary Shares issued by
the Company in respect of such shares,
including without limitation bonus shares.
	 
	 	 
	“Series D Shares”

	 	Ordinary Shares issued upon conversion of
Series D Preferred Shares of the Company, and
all Ordinary Shares issued by the Company in
respect of such shares, including without
limitation bonus shares.
	 
	 	 
	“Series D2 Shares”

	 	Ordinary Shares issued upon conversion of
Series D2 Preferred Shares of the Company, and
all Ordinary Shares issued by the Company in
respect of such shares, including without
limitation bonus shares.
	 
	 	 
	“Series E Shares”

	 	Ordinary Shares issued upon conversion of
Series E Preferred Shares of the Company or
warrants to purchase Series E Preferred Shares
of the Company, and all Ordinary Shares issued
by the Company in respect of such shares,
including without limitation bonus shares.
	 
	 	 
	“Series E2 Shares”

	 	Ordinary Shares issued upon conversion of
Series E2 Preferred Shares of the Company, and
all Ordinary Shares issued by the Company in
respect of such shares, including without
limitation bonus shares.
	 
	 	 
	“Vertex”

	 	Shall mean Vertex Israel II (C.I.) Fund L.P.,
Vertex Israel II (A) Fund L.P., Vertex Israel
II (B) Fund L.P., Vertex Israel II Discount
Fund L.P. and Vertex Israel II (C.I.) Executive
Fund L.P. (each, a “Vertex Fund”) or any
Permitted Transferee of any Vertex Fund
following the transfer of such Vertex Fund’s
holdings in the Company to such Permitted
Transferee.







	 	1.2	 	Words and defined terms denoting the singular number include the plural and vice
versa and the use of any gender shall be applicable to all genders.






 









 





-7-



	 	1.3	 	The paragraph headings are for the sake of convenience only and shall not affect the
interpretation of this Agreement.
	 
	 	1.4	 	The recitals, schedules, appendices, annexes and exhibits hereto form an integral
part of this Agreement.






	2.	 	DEMAND REGISTRATION






	 	2.1	 	At any time following the closing of the Company’s IPO, the Initiating Holders may
request in writing (such request in writing, a “Demand”) that all or part of the Series
E2 Shares or Series E Shares held by the Initiating Holders shall be registered for
trading on the securities exchange on which the securities of the Company were offered in
the IPO, or otherwise under the Securities Act (“Demand Registration”). Within 20 days
after receipt of any Demand, the Company shall give written notice of such Demand to the
other Holders, and shall include in such registration all Registrable Shares held by all
such Holders who wish to participate in such Demand Registration and who provide the
Company with written requests (each a “Demand”) for inclusion therein within 15 days
after the receipt of the Company’s notice. Thereupon, the Company shall use its best
efforts to effect the registration of all Registrable Shares as to which it has received
Demands from the Initiating Holders and the other Holders. The Company shall not be
required to effect more than two Demand Registrations under this Section 2.1 at the
request of the Initiating Holders.






	 	2.2     (a)	 	Subject to and in addition to the above Section 2.1, at any time following a
Demand made by the Initiating Holders pursuant to Section 2.1 hereof the Holders holding
a majority of the Series D Shares may require the Company to make a Demand Registration.
The holders of Series D Shares that are Registrable Shares may make up to two (2)
Demands, provided that the Company shall not be required to effect a Demand Registration
within 180 days, from the effective date of a prior Demand, F-3 Registration or Company
Registration (each as defined below) or the IPO.







	 	(b)	 	Subject to and in addition to the above Section 2.1 and 2.2(a), at any
time following one (1) Demand made by each of the Initiating Holders pursuant to
Section 2.1 hereof and the Holders of Series D Shares pursuant to Section 2.2(a)
hereof, the Holders holding a majority of the Series C Shares may require the
Company to make a Demand Registration. The holders of Series C Shares may make up
to two (2) Demands, provided that the Company shall not be required to effect a
Demand Registration (i) unless the aggregate anticipated offering price of the
Registrable Shares to be sold in such Demand Registration equals at least
US$4,000,000 or (ii) within 180 days, from the effective date of a prior Demand,
F-3 Registration or Company Registration (each as defined below) or the IPO.






Within 10 days after receipt of a Demand pursuant to this Section 2.2, the Company shall
give written notice of such Demand to all Holders, and shall include in such Demand
Registration all Registrable Shares held by all Holders who wish to participate in such
Demand Registration and provide the Company with written requests for inclusion therein
within 15 days after the receipt of the Company’s notice. Thereupon,









 



-8-



the Company shall use its best efforts to effect the registration of all Registrable Shares as to which it
has received Demands pursuant to this Section 2.2.




A Demand which has not culminated in the registration of the requested Registrable
Shares shall not be counted as a Demand for the purposes of this Section 2. It is hereby
clarified that no other Holder may exercise its right to any Demand Registration prior
to completion of the first Demand Registration effected at the request of the Initiating
Holders.




	 	2.3	 	Notwithstanding the provisions of Section 2.1 and 2.2 above, if the Company
advises the Holders in writing that, based on the managing underwriter’s or underwriters’
written opinion, the number of securities requested to be included in such registration
exceeds the number that can be sold in such offering without adversely affecting the
underwriter’s ability to effect an orderly distribution of such securities at the price
per share in such offering (“Cutback”), the Company will include in such registration the
number of Registrable Shares requested to be included that, in the opinion of such
underwriters, can be sold, divided pro rata, among the holders of such
securities on the basis of the number of Registrable Shares held by such Holders
immediately prior to the registration.






Notwithstanding the foregoing, it is hereby clarified that in the event of a Cutback
with respect to a registration pursuant to a Demand made in accordance with Section 2.1
hereof, the Company will include in such registration the number of Registrable Shares
requested to be included that, in the opinion of the underwriters, can be sold, in the
following order: First, all of the Series E2 Shares and Series E Shares requested by the
Holders thereof to be included in such registration; then, all the Series D Shares and
Series D2 Shares requested by the Holders thereof to be included in such registration,
divided pro-rata, among the holders of Series D Shares and Series D2 Shares held by such
Holders immediately prior to the registration; and then, all of the Series C Shares
requested by the Holders thereof to be included in such registration. In the event of
Cutback which precludes the registration of all of the shares requested by the Holders
of a particular series of shares, each Holder in such series will be Cutback pro rata to
their holdings in such series. 




The Company shall be entitled to register securities for sale for its own account in any
registration requested pursuant to this Section 2, provided, however, that in any event
of a Cutback, then such securities shall be excluded from such registration and
underwriting to the extent necessary to satisfy such limitation, prior to any exclusion
of Registrable Shares.




	 	2.4	 	The Company may not cause any other registration of securities for sale for its own
account (other than a registration effected solely with respect to an employee benefit
plan or pursuant to a registration on Form F-4 or S-4) to be initiated after a
registration requested pursuant to this Section 2 and to become effective less than 90
days after the effective date of any registration requested pursuant to this Section 2,
unless permitted to do so by the written consent of Holders who hold at least 50% of the
Registrable Shares as at such time.
	 
	 	2.5	 	If the Company shall furnish to Holders a certificate signed by the Chief Executive
Officer of the Company stating that in the good faith judgment of the Board of Directors










 



-9-


	 	 	 	of the Company it would be seriously detrimental to the Company or its shareholders for a
registration to be effected at such time, the Company shall have the right to defer
the filing for a period of not more than ninety (90) days after a Demand request by the
Holders pursuant to this Section 2; provided, however, that the Company
shall not utilize this right more than once in any twelve (12) month period and the
Company shall not register any other of its securities during such ninety-day period
(other than a registration effected solely with respect to an employee benefit plan).






	3.	 	SHELF REGISTRATIONS






	 	3.1	 	From such time as the Company becomes eligible to register securities on Form
S-3/F-3, the Company shall, at the request of the Initiating Holders, file a shelf
registration statement pursuant to Rule 415 under the Securities Act with the SEC for the
sale of all the Series E2 Shares and Series E Shares that are Registrable Shares and
requested to be included in the registration statement, and the Company will maintain the
effectiveness of each registration statement as set forth in Section 8.1 and will use
best efforts to allow their continued use by the holders of the Registrable Shares,
including the timely filing of all required reports under the Securities Act (“F-3
Registration”). The Initiating Holders may request an unlimited number of F-3
Registrations (but no more than one in any six-month period), provided however that the
aggregate anticipated offering price of the Registrable Shares to be sold in such F-3
Registration equals at least US$500,000.






In addition to the above, at any time and from time to time after the Company becomes
eligible to register securities on Form F-3, Holders of a majority of the Series D
Shares that are Registrable Shares are entitled to make a written request or requests
that the Company effect an F-3 Registration, with respect to the Series D Shares, and
Holders of a majority of the Series C Shares that are Registrable Shares are entitled to
make a written request or requests that the Company effect an F-3 Registration with
respect to the Series C Shares; provided however that the aggregate anticipated offering
price of the Registrable Shares to be sold in the F-3 Registration equals at least
US$500,000. The Holders of the Series D Shares and the Holders of the Series C Shares
shall have the right to request an unlimited number of F-3 Registrations (but no more
than one in any six-month period).




	 	3.2	 	Within twenty (20) days after receipt of a request for an F-3 Registration the
Company shall give written notice of such request, as the case may be, to the other
Holders. Subject to the provisions of Section 3.3 below, the Company shall use its best
efforts to effect the registration of all Registrable Shares included in the requests for
F-3 Registration and all Registrable Shares held by all such Holders who provide the
Company with written requests for inclusion therein within fifteen (15) days after the
receipt of the Company’s notice.






After a registration requested pursuant to Section 3.1, the Company may not cause any
other registration of securities for sale for its own account (other than a registration
effected solely with respect to an employee benefit plan) to be initiated and to become
effective less than 90 days after the effective date of any registration requested
pursuant to Section 3.1, unless permitted to do so by the written consent of Holders who
hold at least 50% of the Registrable Shares as at such time.









 



-10-



	 	3.3	 	Notwithstanding the above, the Company shall not be required to effect a
registration pursuant to this Section 3 if:






	 	(a)	 	the Company shall furnish to the Holders requesting the registration, a
certificate signed by the Chief Executive Officer of the Company stating that in
the good faith judgment of the Board of Directors of the Company it would be
seriously detrimental to the Company or its shareholders for such registration to
be effected at such time, in which case the Company shall have the right to defer
the filing for a period of not more than ninety (90) days after receipt of the
request of the Holders pursuant to Section 3.1; provided, however,
that the Company shall not utilize this right more than once in any twelve (12)
month period and the Company shall not register any other of its shares during such
ninety-day period (other than a registration effected solely with respect to an
employee benefit plan); and
	 
	 	(b)	 	the Company has, within the twelve (12) month period preceding the date
of such request, already effected one (1) registration on Form F-3 for the Holders
pursuant to this Section 3.






	4.	 	PIGGYBACK REQUESTS






	 	4.1	 	At least twenty (20) days prior to the initial filing of a registration statement
or similar document with the relevant securities authority with respect to the
registration of any of the Company’s securities (the “Company Securities”) under the
Securities Act, other than pursuant to a Demand Registration or a registration of
securities issuable on Forms F-4, S-8 or any similar form available for the Company, or
any successor form thereto pursuant to an employee share option, share purchase or
similar benefit plan, or pursuant to a merger, exchange offer or a registration on any
registration form which does not include substantially the same information as would be
required to be included in a registration statement covering the sale of Registrable
Shares (a “Company Registration” ), the Company will give written notice to the Holders
of its intention to effectuate such a Company Registration. Subject to the provisions of
Section 4.2 below, the Company will use its best efforts to include in such Company
Registration all Registrable Shares with respect to which the Company has received
written requests for inclusion therein within twenty (20) days after the Company gives
such notice (“Piggyback Requests”). The Company shall also give the Holders written
notice at least thirty (30) days prior to the initial filing of a registration statement
in connection with the IPO.
	 
	 	4.2	 	If a Company Registration is an underwritten offering and the managing underwriters
advise the Company in writing that, in their opinion, the number of Company Securities
and Registrable Shares included in Piggyback Requests exceeds the number that can be sold
in such offering without adversely affecting such underwriters’ ability to effect an
orderly distribution of the Company Securities, the Company will only include in such
Company Registration (i) first, the Company Securities to be sold by the Company, (ii)
second, the number of the Series E2 Shares and Series E Shares included in Piggyback
Requests which, in the opinion of such underwriters, can be sold if added to the Company
Securities to be sold by the Company, divided pro rata among the holders of such
Series E2 Shares and Series E Shares, on the basis of the number of shares of Series E2
Shares and Series E Shares then held by each of such Holders if not all of 










 



-11-


	 	 	 	such Series E2 Shares and Series E Shares can be sold, (iii) third, the number of the Series D Shares
and Series D2 Shares included in Piggyback Requests which, in the
opinion of such underwriters, can be sold if added to the Company Securities to be sold
by the Company and the Series E2 Shares and Series E Shares to be sold pursuant to
clause (ii), divided pro rata among the holders of Series D Shares and Series D2
Shares, as the case may be, on the basis of the number of shares of Series D Shares and
Series D2 Shares then held by each of such Holders if not all of such Series D Shares
and Series D2 Shares can be sold, and (iv) fourth, the number of the Series C Shares
included in Piggyback Requests which, in the opinion of such underwriters, can be sold
if added to the Company Securities to be sold by the Company and the Series E2 Shares,
Series E Shares, Series D Shares and Series D2 Shares to be sold pursuant to clauses
(ii) and (iii), divided pro rata among the holders of the Series C Shares, on
the basis of the number of Series C Shares then held by each of such Holders if not all
of such Series C Shares can be sold.






	5.	 	DESIGNATION OF UNDERWRITER






In connection with any registration of shares by the Company, the Company shall select the
underwriter, who shall be an internationally recognised underwriter and acceptable to the
holders of the majority of the Registrable Shares participating in the applicable
registration; provided, however, that with respect to a registration initiated by the
Initiating Holders, the Company shall select the underwriter, who shall be a nationally
recognized underwriter and acceptable to the Initiating Holders.




	6.	 	EXPENSES






All costs and expenses (other than underwriting discounts and commissions) incurred in
connection with any registration under Sections 2, 3, or 4 above including the reasonable fees
of one legal counsel and for the selling Holders (which legal counsel shall be in addition to
the counsel instructed by the Company), shall be borne by the Company.




	7.	 	INDEMNITIES






In the event of any registered offering pursuant to this Agreement:




	 	7.1	 	Company Indemnity






To the extent permitted by law, the Company shall indemnify and hold harmless each
Holder selling shares in any registration hereunder (“Selling Shareholder”), and the
officers, directors, employees, legal counsel and accountants of such Selling
Shareholder and each person, if any, who controls such Selling Shareholder within the
meaning of the Securities Act, from and against any and all losses, damages,
liabilities, and charges, joint or several fees and expenses (“Claims”), to which any
of them may be subject under the Securities Act and/or any other applicable securities
law, the Israeli Securities Law, 5728-1968 (the “Securities Law”), the Israeli Companies
Law, 5759 — 1999 (the “Companies Law”), or any other statute (whether U.S., Israeli or
otherwise) or at common law, insofar as such Claims arise out of, or are based upon, (i)
any untrue statement of any material fact included by the Company in any registration
statement or prospectus under which such securities were sold; or (ii) any omission by
the Company to state therein a material fact required to be stated therein or necessary
to make the









 



-12-



statements therein not misleading; or (iii) any other violation by the
Company of the Act, the Securities Law, the Companies Law or any state, Federal or
foreign jurisdiction securities laws in connection with each such registration, and shall reimburse each such
person entitled to indemnification for any legal or other expenses reasonably incurred
by such person and/or entity in connection with investigating or defending any such
Claim, as and when such expenses are incurred; provided, however, that the Company shall
not be liable to any such person and/or entity in any such case to the extent that any
such Claim arises out of or is based upon any untrue statement or omission made in such
registration statement or prospectus in reliance upon and in conformity with a
certificate furnished to the Company by such person and/or entity and/or any person
and/or entity acting on its behalf specifically for use in the preparation thereof.




	 	7.2	 	Selling Shareholder Indemnity






Each Selling Shareholder shall, severally and not jointly, indemnify and hold the
Company and each other Selling Shareholder participating in any registration hereunder
and the officers, directors, employees, legal counsel and accountants of the Company and
any other Selling Shareholder, and each person and/or entity, if any, who controls the
Company or any other Selling Shareholder, within the meaning of the Securities Act,
harmless from and against any Claims which arise out of, or are based upon: (i) any
untrue statement of any material fact contained in any registration statement or
prospectus under which such securities were sold, furnished by such Selling Shareholder
specifically for inclusion in the prospectus; or (ii) any omission to state therein a
material fact required to be stated therein or necessary to make the statements therein
not misleading and relating to any statement furnished in writing by such Selling
Shareholder specifically for inclusion in the prospectus, and shall reimburse each such
person and/or entity entitled to indemnification for any legal or other expenses
reasonably incurred by such person and/or entity in connection with investigating or
defending any such Claim, as and when such expenses are incurred; provided, however,
that the applicable Selling Shareholder shall not be liable to any such person and/or
entity in any such case to the extent that any such Claim arises out of or is based upon
any untrue statement or omission made in such registration statement or prospectus in
reliance upon and in conformity with written information furnished to such Selling
Shareholder by such person and/or entity and/or any person acting on its behalf
specifically for use in the preparation thereof, and provided further that the maximum
liability of any Selling Shareholder under this Section 7.2 shall be limited to the net
proceeds received by each such Selling Shareholder from the sale of shares pursuant to
the offering in respect of which indemnity is required hereunder.




	 	7.3	 	Indemnity Procedure






Promptly after receipt by a Selling Shareholder or the Company of a notice of the
commencement of any action, proceeding, or investigation in respect of which indemnity
may be sought as provided above, such party (the “Indemnified Party”) shall notify the
party from whom indemnification is claimed (the “Indemnifying Party”). The omission to
notify the Indemnifying Party will not relieve it from any liability which it may have
to any Indemnified Party, unless the failure to give such notice is prejudicial to the
Indemnifying Party’s ability to defend such an action. In case such action is brought
against any Indemnified Party and it notifies the Indemnifying Party of the commencement
thereof, the Indemnifying Party shall have









 



-13-



the right to participate in, and, to the extent that it may wish, jointly with any other Indemnifying Parties similarly notified,
to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party; provided, however, that if the
defendants in any action include both the Indemnified Party and the Indemnifying Party
and there is a conflict of interests which would prevent counsel for the Indemnifying
Party from also representing the Indemnified Party, the Indemnified Party or Parties
shall have the right to select one separate counsel to participate in the defense of
such action on behalf of such Indemnified Party or Parties. After notice from the
Indemnifying Party to such Indemnified Party of its election so to assume the defense
thereof, the Indemnifying Party will not be liable to such Indemnified Party pursuant to
the provisions of said Sections 7.1 or 7.2 for any legal or other expense subsequently
incurred by such Indemnified Party in connection with the defense thereof, unless (i)
the Indemnified Party shall have employed counsel in accordance with the provision of
the preceding sentence, (ii) the Indemnifying Party shall not have employed counsel
reasonably satisfactory to the Indemnified Party to represent the Indemnified Party
within a reasonable time after the notice of the commencement of the action and within
15 days after written notice of the Indemnified Party’s intention to employ separate
counsel pursuant to the previous sentence, or (iii) the Indemnifying Party has
authorised the employment of counsel for the Indemnified Party at the expense of the
Indemnifying Party. No Indemnifying Party will consent to entry of any judgment or
enter into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such Indemnified Party of a release from all
liability in respect to such claim or litigation. In addition, the Indemnified Party
shall in no event enter into any settlement without obtaining the Indemnifying Party’s
prior written consent, which shall not be unreasonably withheld. Each Indemnified Party
shall provide such information regarding itself or the claim in question as an
Indemnifying Party has reasonably requested in writing and shall otherwise cooperate
with the Indemnifying Party as shall be reasonably required in the defense of such claim
and any litigation resulting therefrom.




	 	7.4	 	Survival






The obligations of the Company and Holders under this Section 7 shall survive the
completion of any offering of Registrable Shares in a registration statement under this
Agreement, and otherwise.




	8.	 	OBLIGATIONS OF THE COMPANY






Whenever required under this Agreement to effect the registration of any Registrable Shares,
the Company shall, subject to the provisions of this Agreement, as expeditiously as possible:





	 	8.1     (a)	 	prepare and file with the SEC a registration statement with respect to such
Registrable Shares and use its best efforts to cause such registration statement to
become effective,








	 	(b)	 	upon the request of the holders of a majority of the Registrable Shares
registered thereunder, keep a registration statement filed pursuant to Section 2
above effective for a period of ninety (90) days or, if sooner, until the
distribution contemplated in the Registration Statement has been completed, and






 









 



-14-



	 	(c)	 	upon the request of the holders of a majority of the Registrable Shares
registered thereunder, keep a registration statement filed pursuant to Section 3
above effective for a period of up to four months or, if sooner, until the
distribution contemplated in the Registration Statement has been completed;
provided, however, that the Company may suspend sales at any time under the
registration statement immediately upon notice to the selling Holders or their
assigns for a period of time not to exceed in the aggregate 90 days during any
twelve (12) month period, if there then exists material, non-public information
relating to the Company which, in the reasonable good faith opinion of the board of
directors of the Company, would be seriously detrimental to the Company to disclose
during that time.






	 	8.2	 	prepare and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement as may
be reasonably necessary to comply with the provisions of the Securities Act with respect
to the disposition of all Registrable Shares covered by such registration statement;
	 
	 	8.3	 	furnish to the Preferred Holders such numbers of copies of a prospectus, including
a preliminary prospectus, in conformity with the requirements of the Securities Act, and
such other documents as they may reasonably request in order to facilitate the
disposition of Registrable Shares owned by them;
	 
	 	8.4	 	use every reasonable effort to register or qualify the securities covered by such
registration statement under such securities or blue sky laws of such jurisdictions
within the United States as the Holders shall request, and do any and all other acts and
things which may be necessary under such securities or blue sky laws to enable such
Holders to consummate the public sale or other disposition in such jurisdictions of the
securities to be sold by such Holders, except that the Company shall not for any such
purpose be required to qualify to do business as a foreign corporation in any
jurisdiction wherein it is not qualified or consent to general service of process in any
jurisdiction where it is not otherwise subject to such service, with respect to the
latter, except in such jurisdictions where the Company’s shares are already registered;
	 
	 	8.5	 	in the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with the
managing underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement;
	 
	 	8.6	 	notify each holder of Registrable Shares covered by such registration statement at
any time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus included
in such registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the circumstances
then existing;
	 
	 	8.7	 	use its best efforts to cause all Registrable Shares registered pursuant hereunder
to be listed on each securities exchange on which similar securities issued by the
Company are then listed;










 



-15-








	 	8.8	 	provide a transfer agent and registrar for all Registrable Shares registered
pursuant hereunder and a CUSIP number for all such Registrable Shares, in each case not
later than the effective date of such registration;
	 
	 	8.9	 	use its best efforts to furnish, at the request of any Holder requesting
registration of Registrable Shares pursuant to this Agreement, on the date that such
Registrable Shares are delivered to the underwriters for sale in connection with a
registration pursuant to this Agreement, if such securities are being sold through
underwriters, or, if such securities are not being sold through underwriters, on the date
that the registration statement with respect to such securities becomes effective:






	 	(a)	 	an opinion, dated such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is customarily
given to underwriters in an underwritten public offering, addressed to the
underwriters, if any, and to the Holders requesting registration of Registrable
Shares; and
	 
	 	(b)	 	a letter dated such date, from the independent registered public
accountants of the Company, in form and substance as is customarily given by
independent certified public accountants to underwriters in an underwritten public
offering, addressed to the underwriters, if any, and to the Holders requesting
registration of Registrable Shares,






	9.	 	CONDITIONS TO REGISTRATION OBLIGATIONS






The Company shall not be obligated to effect the registration of Registrable Shares pursuant
to this Agreement unless the Holder requesting the registration consents to the following
conditions:




	 	9.1	 	conditions requiring the Holder to comply with all applicable provisions of the
Securities Act and the Exchange Act including, but not limited to, the prospectus
delivery requirements of the Securities Act, and to furnish to the Company information
about sales made in such public offering;
	 
	 	9.2	 	conditions prohibiting the Holder upon receipt of telegraphic or written notice
from the Company that it is required by law to correct or update the registration
statement or prospectus from effecting sales of the Registrable Shares until the Company
has completed the necessary correction or updating; and
	 
	 	9.3	 	conditions prohibiting the sale of Registrable Shares by such Holder during the
process of the registration until the Registration Statement is effective, provided that
management and all directors of the Company agree to similar conditions.






	10.	 	LEGENDS
	 
	 	 	Upon the conversion of Preferred Shares into Ordinary Shares following the closing of an IPO,
the Company shall place a legend on each certificate representing Registrable Shares
designating whether the Registrable Shares represented by such certificate are Series C
Shares, Series D Shares, Series D2 Shares, Series E Shares or Series E2 Shares.






	11.	 	DELAY IN REGISTRATION










 



-16-








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




	12.	 	ASSIGNMENT OF REGISTRATION RIGHTS
	 
	 	 	Any of the Holders may assign its rights pursuant to Sections 2-8 of this Agreement in respect
of all or any part of its Registrable Shares, only together with the Registrable Shares
themselves. The transferor shall, within twenty (20) days after such transfer, furnish the
Company with written notice of the name and address of such transferee and the securities with
respect to which such registration rights are being assigned, and the transferee’s written
agreement to be bound by this Agreement.






	13.	 	LOCK-UP AND OTHER REQUIREMENTS OF THE HOLDERS
	 
	 	 	In connection with the IPO, all Holders agree that any sales of Registrable Shares may be
subject to a customary “lock-up” period if so required by the underwriter in such a
registration, restricting such sales for up to one hundred and eighty (180) days, and all
Holders will agree to abide by such customary “lock-up” period of up to one hundred and eighty
(180) days if so required by the underwriter in such a registration; provided that management
and all directors of the Company agree to a similar lock-up, unless such condition is waived
by holders of a majority of the Registrable Shares. In addition, no Holder may participate in
any underwritten registration hereunder unless such person: (a) agrees to sell such person’s
securities on the basis provided in any customary underwriting arrangements and (b) provides
any relevant information and completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements, and other documents required under the terms of such
underwriting arrangements.






	14.	 	RULE 144
	 
	 	 	At any time and from time to time after the earlier of the close of business on such date as
(a) a registration statement filed by the Company under the Securities Act becomes effective,
and (b) the Company registers a class of securities under Section 12 of the Exchange Act, the
Company shall:






	 	14.1	 	Make and keep available adequate current public information with respect to the
Company within the meaning of Rule 144(c) under the Securities Act (or similar rule then
in effect);
	 
	 	14.2	 	Furnish to any holder of Registrable Shares forthwith upon request (a) a written
statement by the Company as to its compliance with the informational requirements of Rule
144(c) (or similar rule then in effect) or (b) a copy of the most recent annual or
quarterly report of the Company; and
	 
	 	14.3	 	Use its best efforts to comply with all other necessary filings and other
requirements so as to enable the Registrable Shares and any transferee thereof to sell
Registrable Shares under Rule 144 under the Securities Act (or similar rule then in
effect).






	15.	 	OTHER REGISTRATION RIGHTS; TERM










 



-17-








	 	15.1	 	The Company shall not grant registration rights with respect to any securities of
the Company to any person that are equal to or superior to the registration rights
granted to the Preferred Holders pursuant to this Agreement without the consent of the
Initiating Holders.
	 
	 	15.2	 	No Holder shall be entitled to exercise any right provided for in Sections 2, 3 or
4 following such time after consummation of an IPO as Rule 144 or another similar
exemption under the Securities Act is available for the sale of all of such Holder’s
Registrable Shares during a three (3)-month period without registration. For the
avoidance of doubt, the rights set forth in Section 7 shall not expire due to the
foregoing sentence.






	16.	 	Intentionally Omitted.
	 
	17.	 	Intentionally Omitted.
	 
	18.	 	Intentionally Omitted.
	 
	19.	 	MISCELLANEOUS






	 	19.1	 	Further Assurances
	 
	 	 	 	Each of the parties hereto shall perform such further acts and execute such further
documents as may reasonably be necessary to carry out and give full effect to the
provisions of this Agreement and the intentions of the parties as reflected thereby.






	 	19.2	 	Governing Law; Jurisdiction
	 
	 	 	 	This Agreement shall be governed by and construed in accordance with the laws of the
State of Israel, without giving effect to the rules respecting conflict of law. The
competent courts of Tel Aviv-Jaffa shall have exclusive jurisdiction to hear all
disputes arising in connection with this Agreement.






	 	19.3	 	Successors and Assigns; Assignment; Aggregation
	 
	 	 	 	Except as otherwise expressly limited herein, the provisions hereof shall inure to the
benefit of, and be binding upon, the successors, assigns, heirs, executors, and
administrators of the parties hereto.
	 
	 	 	 	Other than as expressly set out in this Agreement, none of the rights, privileges, or
obligations set forth in, arising under, or created by this Agreement may be assigned or
transferred without the prior consent in writing of each party to this Agreement, with
the exception of assignments by any shareholder to Permitted Transferees of such
shareholder; provided, however, that no such assignment or transfer shall become
effective unless such assignee or transferee has agreed in writing to be bound by all
terms and conditions of this Agreement as if it were an original party hereto.










 



-18-


	 	 	 	Each shareholder of the Company shall be entitled to exercise its rights pursuant hereto
together with those of any other shareholder of the Company who is a Permitted
Transferee of such shareholder provided that, in no event, shall any shareholder’s
rights be exercised more than once.





	 	 	 	All shares of the Company, that are held or acquired by entities and persons that
constitute a group of Permitted Transferees, shall be aggregated together for the
purpose of determining the availability of any rights under this Agreement to any such
entity or person.






	 	19.4	 	Entire Agreement; Amendment and Waiver; 






	 	(a)	 	As of the Effective Date and contingent upon the Effective Date
occurring prior to the Termination Date, this Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the subject
matters hereof and amends and restates in its entirety the Prior Agreement. The
parties understand and agree that if the Effective Date does not occur prior to the
Termination Date, then on the Termination Date this Agreement shall automatically
terminate and be of no force and effect, and the Prior Agreement shall continue to
be binding upon all parties thereto without any modification in accordance with all
of its terms.
	 
	 	(b)	 	Subject to any provision herein to the contrary, any term of this
Agreement may be amended and the observance of any term hereof may be waived
(either prospectively or retroactively and either generally or in a particular
instance) only with the written consent of:






(i) the Holders of a majority of the Registrable Shares, which majority must
include the Principal Investors (provided that the consent of Belco, Vertex
or Pitango shall not be required if such entity does not hold any Registrable
Securities); and




(ii) the Company, if the amendment adversely affects the rights or
obligations of the Company.




	 	19.5	 	Notices






All notices or other communications hereunder shall be in writing and shall be given in
person, by registered mail (registered international air mail if mailed
internationally), by an overnight courier service which obtains a receipt to evidence
delivery, or by facsimile transmission (provided that written confirmation of receipt is
provided) with a copy by mail, addressed as set forth below:



	 	 	 
	If to the Company:
	 	Voltaire Ltd.
	 
	 	9 Hamenofim Street, Building A
	 
	 	Herzelia
	 
	 	ISRAEL
	 
	 	Fax: 972-9-971-7660
	 
	 	Attn: CEO












 



-19-


	 	 	 
	With a copy to:
	 	Ori Rosen & Co.
	 
	 	Azrieli Centre
	 
	 	Round Building
	 
	 	Tel Aviv 67021
	 
	 	ISRAEL
	 
	 	Fax: 972-3 607 4701
	 
	 	 
	 
	 	Attn: Ori Rosen, Adv.
	 
	 	 
	If to any other party listed on
	 	The addresses set forth against such
	Exhibit A:
	 	party's name in Exhibit A







or such other address as any party may designate to the other in accordance with the
aforesaid procedure. All communications delivered in person or by courier service shall
be deemed to have been given upon delivery, those given by facsimile transmission shall
be deemed given on the business day following transmission with confirmed answer back,
and all notices and other communications sent by registered mail (or air mail if the
posting is international) shall be deemed given ten (10) days after posting.




	 	19.6	 	Delays or Omissions






No delay or omission to exercise any right, power, or remedy accruing to any party upon
any breach or default under this Agreement, shall be deemed a waiver of any other breach
or default theretofore or thereafter occurring. Any waiver, permit, consent, or approval
of any kind or character on the part of any party of any breach or default under this
Agreement, or any waiver on the part of any party of any provisions or conditions of
this Agreement, must be in writing and shall be effective only to the extent
specifically set forth in such writing. All remedies, either under this Agreement or by
law or otherwise afforded to any of the parties, shall be cumulative and not
alternative.




	 	19.7	 	Severability






If any provision of this Agreement is held by a court of competent jurisdiction to be
unenforceable under applicable law, then such provision shall be excluded from this
Agreement and the remainder of this Agreement shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its terms; provided,
however, that in such event this Agreement shall be interpreted so as to give effect, to
the greatest extent consistent with and permitted by applicable law, to the meaning and
intention of the excluded provision as determined by such court of competent
jurisdiction.




	 	19.8	 	Intentionally Omitted.
	 
	 	19.9	 	Counterparts, Facsimile Signatures






This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and enforceable against the parties actually executing such









 



-20-



counterpart, and all of which together shall constitute one and the same instrument. A
signed Agreement received by a party to this Agreement via facsimile will be deemed an
original, and binding upon the party who signed it.




	 	29.10	 	Intentionally Omitted.





[Remainder of the page intentionally left blank]













 





-21-





[First Signature Page of Voltaire’s July 2007 Shareholders’ Rights Agreement]



IN WITNESS WHEREOF this Agreement has been duly executed and delivered on the date herein above set
forth.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Voltaire Ltd.	 	 	 	BCF II Belgium Holding SPRL	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ronnie Kenneth	 	 	 	By:	 	/s/ P. Kevin Kilroy	 	/s/ Joseph R. Saviano	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Name: Ronnie Kenneth	 	 	 	 	 	Name: P. Kevin Kilroy	 	Joseph R. Saviano	 	
	 

	 	Title: CEO
	 	 	 	 	 	Title: Director
	 	Director	 	 






	 	 	 	 	 	 	 	 	 	 	 
	Benhamou Global Ventures, LLC	 	 	 	The Challenge Fund-Etgar II LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	/s/ Tamar Ciehanover	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name: Tamar Ciehanover	 	 
	 

	 	Title:
	 	 	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Tamir Fishman Ventures II (Israel)
LP	 	 	 	Tamir Fishman Ventures II CEO Fund LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Elias	 	 	 	By:	 	/s/ Michael Elias	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Tamir Fishman Ventures II LP	 	 	 	Tamir Fishman Ventures II CEO Fund
(US) LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Elias	 	 	 	By:	 	/s/ Michael Elias	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Tamir Fishman Ventures II (Cayman
Islands) LP	 	 	 	Tamir Fishman Venture Capital II Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Elias	 	 	 	By:	 	/s/ Michael Elias	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Neurone Ventures II Investment
(Israel) Ltd. & Neurone II
Investment GP. Ltd., as joint
trustees on behalf of certain
Neurone Ventures II capital funds	 	 	 	NV II (Side Fund), L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Ami Dotan	 	 	 	By:	 	/s/ Ami Dotan	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Ami Dotan	 	 	 	 	 	Name: Ami Dotan	 	 
	 

	 	Title: General Partner	 	 	 	 	 	Title: General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Yigal Livne	 	 	 	By:	 	/s/ Yigal Livne	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Yigal Livne	 	 	 	 	 	Name: Yigal Livne	 	 
	 

	 	Title: General Partner	 	 	 	 	 	Title: General Partner	 	 












 



-22-


[Second Signature Page of Voltaire’s July 2007 Shareholders’ Rights Agreement]




	 	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital
Fund III (Israeli Sub)
Non Q L.P.	 	 	 	Pitango Venture Capital Fund III (Israeli
Investors) L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital
Fund III (Israeli Sub)
L.P.	 	 	 	DS Polaris Trust Company (Foreign Residents)
(1997) Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DS Polaris Ltd.	 	 	 	Pitango Principals Fund III (Israel) LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Venture Capital
Fund Trusts 2000 Ltd.	 	 	 	Pitango II Holdings LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Fund II
Opportunity Annex Fund,
L.P	 	 	 	Pitango Fund II Opportunity Annex Fund (ICA),
L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Fund II LP	 	 	 	Pitango Fund II (Tax Exempt Investors) LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s Illegible	 	 	 	By:	 	/s Illegible	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Pitango Fund II LLC	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s Illegible	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 












 



-23-


[Third Signature Page of Voltaire’s July 2007 Shareholders’ Rights Agreement]




	 	 	 	 	 	 	 	 	 	 	 	 	 
	K.T. Concord Venture Fund (Cayman)
LP	 	 	 	 	 	K.T Concord Venture Advisors (Israel) LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	K.T Concord Venture Advisors
(Cayman) LP	 	 	 	 	 	K.T. Concord Venture Fund (Israel) LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Danbar Tech 2001 LP	 	 	 	 	 	Ofra Amir	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Canada Israel Oppurtunity Funs III
LP	 	 	 	 	 	DS Founders Group LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shrem Fudim Kelner Technologies Ltd.	 	 	 	 	 	Platinum Venture Capital Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Shrem Fudim Kelner & Co. Ltd.	 	 	 	 	 	SFK Wing 1, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SFK Wing 2, LP	 	 	 	 	 	Technoplus Ventures Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Technoplus Ventures LP	 	 	 	 	 	Berman & Co. Trading and Investments
Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	 	 	Title:	 	 












 



-24-


[Fourth Signature Page of Voltaire’s July 2007 Shareholders’ Rights Agreement]




	 	 	 	 	 	 	 	 	 	 	 
	D Partners (Israel) Limited
Partnership	 	 	 	D Partners (BVI) LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Eylon Penchas	 	/s/ Ran Cohen	 	By:	 	/s/ Eylon Penchas	 	/s/ Ran Cohen
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: D. ASSOCAIATES GP (ISRAEL) LTD.
	 	 	 	 	 	Name: D. ASSOCAIATES GP (ISRAEL) LTD.	 	 
	 

	 	Title: The General Partner
	 	 	 	 	 	Title: The General Partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Golden Wings Investments Ltd.	 	 	 	H.T.C Hi-Tech Consulting Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Ziv Erez	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: (in voluntary liquidation)
	 	 	 	 	 	Name:	 	 
	 

	 	Title: (as liquidator)
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amir Prescher	 	 	 	QTV Capital Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	/s/ Steve Schlossareck	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Steve Schlossareck	 	 
	 

	 	 	 	 	 	 	 	Title: Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	HVST Limited Partnerships	 	 	 	Triangle Technologies Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	/s/ Amir Pomerantz	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name: Amir Pomerantz	 	 
	 

	 	Title:
	 	 	 	 	 	Title: President	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Giora Bitan	 	 	 	Argos Capital Appreciation Master
Fund, LP	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	PRB Family Partners LP	 	 	 	Lighthouse Capital Partners V
(Israel), L.L.C	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Paul R. Bonderson Jr.	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Lone Oak Ventures, LLC
	 	 	 	 	 	Name:	 	 
	 

	 	Title: General Partner of PRB
Family Partners, LP
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Hitachi Ltd.	 	 	 	Far East Finance Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tadashi Hirose	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: TADASHI HIROSE
	 	 	 	 	 	Name:	 	 
	 

	 	Title: GM. HITACHI LTD. CVC
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Amnon Evron & Co. Trust Company Ltd.	 	 	 	David Gol	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 












 



-25-


[Fifth Signature Page of Voltaire’s July 2007 Shareholders’ Rights Agreement]




	 	 	 	 	 	 	 	 	 	 	 
	Vertex Israel II (C.I.) Fund L.P.	 	 	 	Vertex Israel II (A) Fund L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Yoram Oron /s/ Ran Gartenberg	 	 	 	By:	 	/s/ Yoram Oron /s/ Ran Gartenberg	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Yoram Oron Ran Gartenberg	 	 	 	 	 	Name: Yoram Oron Ran Gartenberg	 	 
	 

	 	Title: Founder &
Managing Partner
Partner, CFO	 	 	 	 	 	Title: Founder &
Managing Partner
Partner, CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Vertex Israel II (B) Fund L.P.	 	 	 	Vertex Israel II Discount Fund L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Yoram Oron /s/ Ran Gartenberg	 	 	 	By:	 	/s/ Yoram Oron /s/ Ran Gartenberg	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Yoram Oron Ran
Gartenberg
	 	 	 	 	 	Name: Yoram Oron Ran
Gartenberg	 	 
	 

	 	Title: Founder & Managing
Partner
Partner, CFO
	 	 	 	 	 	Title: Founder & Managing
Partner
Partner, CFO	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Vertex Israel II (C.I.) Executive
Fund L.P.	 	 	 	Virgotech Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Yoram Oron /s/ Ran Gartenberg	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name: Yoram Oron Ran
Gartenberg
	 	 	 	 	 	Name:	 	 
	 

	 	Title: Founder & Managing
Partner
Partner, CFO
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	D.N.S.T. Holdings Ltd.	 	 	 	Cleg Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 















 




-26-


Exhibit A




	 	 	 
	Name of Shareholder	 	Address of Shareholder
	 
	 	 
	BCF II Belgium Holding SPRL

	 	331-333 Avenue Louise

1050 Brussels, Belgium

Fax: 32-2-642-86-50

Attn: Robert Kimmels and Caroline
Hoogsteyns

with copies to: Baker Capital Corp.

540 Madison Avenue

New York, New York 10022, USA

Fax: 1-212-486-0660

Attn: Ashley Leeds and Joseph Saviano
	 
	 	 
	Pitango Venture Capital Fund III (Israeli
Sub) L.P.

	 	11 HaMenofim Street
	Pitango Venture Capital Fund III (Israeli
Sub) Non Q L.P.

	 	Herzliya 46725
	Pitango Venture Capital Fund III (Israeli
Investors) L.P.

	 	Israel
	Pitango Venture Capital Fund Trusts 2000 Ltd.

	 	Fax: 972-9-9718102
	Pitango Principals Fund III (Israel ) L.P.
	 	 
	Pitango Fund II Opportunity Annex Fund L.P.
	 	 
	Pitango Fund II Opportunity Annex Fund (ICA)
L.P.
	 	 
	Pitango Fund II (Tax Exempt Investors) LLC
	 	 
	DS Polaris Trust Company (Foreign Residents)
(1997) Ltd.
	 	 
	Pitango Fund II L.P.
	 	 
	Pitango Fund II LLC.
	 	 
	DS Polaris Ltd.
	 	 
	Pitango II Holdings LLC
	 	 
	 
	 	 
	Vertex Israel II (C.I.) Fund L.P.

	 	1 Ha’Shikma Street,
	Vertex Israel II (A) Fund L.P.

	 	POB 89, Savyon, Israel 56530
	Vertex Israel II (B) Fund L.P.

	 	Israel
	Vertex Israel II Discount Fund L.P.

	 	Fax: 972-3-7378889
	Vertex Israel II (C.I.) Executive Fund L.P.
	 	 
	 
	 	 
	Ofra Amir

	 	21 Haarba’a Street

	Canada Israel Opportunity Fund III L.P.

	 	Tel Aviv

	Platinum Venture Capital Ltd.

	 	Israel

	Danbar Tech 2001 L.P.

	 	Fax: 972-3-6869535
	Shrem Fudim Kelner Technologies Ltd.
	 	 
	Shrem, Fudim, Kelner & Co. Ltd.
	 	 
	SFK wing 1, L.P.
	 	 
	SFK Wing 2, L.P.
	 	 
	DS Founders Group L.P.
	 	 












 



-27-


	 	 	 
	Name of Shareholder	 	Address of Shareholder
	 
	Tamir Fishman Ventures II (Israel) L.P.

	 	46 Rothschild Avenue

	Tamir Fishman Ventures II CEO Fund L.P.

	 	Tel Aviv 66883
	Tamir Fishman Ventures II L.P.

	 	Israel
	Tamir Fishman Ventures II CEO Fund (US) L.P.

	 	Fax: 972-3-5663389
	Tamir Fishman Ventures II (Cayman Islands) L.P.
	 	 
	Tamir Fishman Venture Capital II Ltd.
	 	 
	 
	 	 
	The Challenge Fund-Etgar II L.P.

	 	20 Lincoln Street

Robinshtein House, 20th floor

Tel Aviv

Fax: 972-3-5621999
	 
	 	 
	Neurone Ventures II Investment (Israel) Ltd.
& Neurone II Investment GP. Ltd., as joint
trustees on behalf of certain Neurone
Ventures II capital funds

NV II (Side Fund), L.P.

	 	Neurone Ventures II L.P

21 Ha’arb’ah St.

Tel-Aviv,

Israel 64739
	 
	 	 
	K.T. Concord Venture fund (Israel), L.P.

	 	85 Medinat Hayehudim St.
	K.T. Concord Venture fund (Cayman), L.P.

	 	P.O.Box 4011
	K.T. Concord Venture Advisors (Israel), L.P.

	 	Herzelia, 46140 Israel
	K.T. Concord Venture Advisors (Cayman), L.P.

	 	Tel: 972-9-960-2020
	 

	 	Fax: 972-9-960-2022
	 
	 	 
	PRB Family Partners, L.P.

	 	8121 Alpha Lane, Sunol, California 94586
	 
	 	 
	Hitachi Ltd.

	 	24-14 Nishi Shimbashi, 1chome

Minatu-ku

Tokyo, 1058717

Japan
	 
	 	 
	Benhamou Global Ventures, LLC

	 	540 Cowper St., Suite 200

Palo Alto, CA 94301
	 
	 	 
	Argos Capital Appreciation Master Fund, L.P.

	 	211 W. 61st St.,
6th Floor, New York, NY

10023
	 
	 	 
	QTV Capital Limited

	 	12930 Saratoga Avenue

Suite D8

Saratoga, California 95070, USA

Fax: (408) -944-4477
	 
	 	 
	Far East Finance Ltd.

	 	c/o Adv. Benjamine Waltuch
Gornitzky & Co.

45 Rothchild Avenue, Tel Aviv 65784,

Israel
	 
	 	 
	D Partners (BVI) L.P.

	 	16 HaGalim Boulevard

Beit Delta
	D Partners (Israel) Limited Partnership

	 	P.O. Box 2037

Herzelia Pituach 46120
	 
	 	 
	Virgotech Ltd.

	 	7 Ha’Haruzim St.

Herzeliya, Israel

Tel: 972-9-9574811
	 
	 	 
	TechnoPlus Ventures Ltd.

	 	24 Raul Walenberg St.
	TechnoPlus Ventures L.P.

	 	Tel Aviv 69719, Israel

Tel: 03-7666555
	 
	 	 
	Giora Bitan

	 	32 Yonathan St., Tel Aviv, Israel












 



-28-


	 	 	 
	Name of Shareholder	 	Address of Shareholder
	 
	HVST Limited Partnership

	 	Evergreen Venture Capital

96 Rothschild Blvd., Tel Aviv 65224

Fax: 03-7108205
	 
	 	 
	Golden Wings Investments Ltd.

	 	In Voluntary Liquidation, at:

Ben Naftali, Erez, Zahavi & Co.

Attn: Ziv Erez, Adv.

17 Itzhak Sadeh St.

Tel Aviv 67775, Israel

Tel. +972-3-5652000
	 
	 	 
	David Gol

	 	c/o Adv. Dalia Wexler, Tel: 03-609 6563

12 Heh Be’Iyar Street, Tel-Aviv 62093
	 
	 	 
	Triangle Technologies Ltd.

	 	7 Abba hillel St.

Ramat Gan 52522, Israel

Fax: 972-3-5758660
	 
	 	 
	Berman & CO, Trading and Investments Ltd.

	 	58 Stricker St.

Tel Aviv 62003, Israel

Tel: 972 3 544 0617

Fax: 972 3 544 0619
	 
	 	 
	D.N.S.T Holdings Ltd.

	 	12 Beit HaDfus St.

Jerusalem 95483, Israel

Tel: 02-6537750

Fax: 02-6537751
	 
	 	 
	Cleg, Inc.

	 	1545 Mas. Ave.

Cambridge, MA 02138

bebchuk@law.harvard.edu
	 
	 	 
	Amnon Evron & Co. Trust Company Ltd.

	 	Hamburger, Evron and Co.

4 Berkowitz St., Tel Aviv, Israel
	 
	 	 
	H.T.C Hi-Tech Consulting Ltd.

	 	148 Shalva St.

Herzelia Pituach 46075, Israel

c/o Erez Diamant

Fax: +972-9-9580942

Tel: +972-9-9542358
	 
	 	 
	Amir Prescher

	 	30 Margalit St., Shoham, Israel
	 
	 	 
	Lighthouse Capital Partners V (Israel), LLC

	 	500 Drake’s Landing Road

Greenbrae, CA 94904