UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

BRICKMAN INVESTMENTS INC., on

behalf of itself and all others similarly

situated,

Plaintiff,

v.

ALLOT COMMUNICATIONS LTD.,

YIGAL JACOBY, RAMI HADAR and ADI

SAPIR,

Defendants.

No. 1:07-cv-03455-RJH

MEMORANDUM OF POINTS AND

AUTHORITIES IN SUPPORT OF MOTION

OF DIKLA MONDIAL MUTUAL FUND

FOR CONSOLIDATION OF RELATED

ACTIONS, APPOINTMENT AS LEAD

PLAINTIFF AND APPROVAL OF LEAD

PLAINTIFF’S SELECTION OF CO-LEAD

COUNSEL

GERALD BILGER individually and on

behalf of all others similarly situated,

Plaintiff,

v.

ALLOT COMMUNICATIONS LTD.,

YIGAL JACOBY, RAMI HADAR and ADI

SAPIR,

Defendants.

No. 1:07-cv-03815-RJH

ELIYAHU MOKHTAR, individually and on

behalf of all others similarly situated,

Plaintiff,

v.

ALLOT COMMUNICATIONS LTD.,

YIGAL JACOBY, RAMI HADAR and ADI

SAPIR,

Defendants.

No. 1:07-cv-05456-RJH

[Captions Continue on Following Page]

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 1 of 14
SHANNON VINSON, individually and on

behalf of all others similarly situated,

Plaintiff,

v.

ALLOT COMMUNICATIONS LTD.,

YIGAL JACOBY, RAMI HADAR and ADI

SAPIR,

Defendants.

No. 1:07-cv-05457-RJH

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 2 of 14
i

TABLE OF CONTENTS

TABLE OF AUTHORITIES .......................................................................................................... ii

I FACTUAL BACKGROUND................................................................................................1

II PROCEDURAL HISTORY ..................................................................................................2

III ARGUMENT ........................................................................................................................3

A. The Related Actions Should be Consolidated .........................................................3

1. The Court Should Resolve The Consolidation Issue

As a Prerequisite to The Determination of Lead Plaintiff............................3

B. Movant Should Be Appointed Lead Plaintiff ..........................................................4

1. Movant Is Making A Motion In Response To

A Notice .......................................................................................................5

2. Movant Has The Largest Financial Interest In This Action.........................5

3. Movant Satisfies The Requirements

Of Rule 23 Of The Federal Rules Of Civil Procedure .................................6

a. Movant’s Claims Are Typical..........................................................6

b. Movant Is An Adequate Representative .........................................7

4. Movant Is Presumptively

The Most Adequate Lead Plaintiff...............................................................8

C. The Court Should Approve Lead Plaintiff’s Choice Of Counsel ............................8

IV CONCLUSION .....................................................................................................................9

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 3 of 14
ii

TABLE OF AUTHORITIES

CASES

Berger v. Compaq Computer Corp.,

257 F.3d 475 (5th Cir. 2001).................................................................................................6

Ferrari v. Impath, Inc.,

2004 WL 1637053 (S.D.N.Y. July 20, 2004) ..................................................................... 6

In re Cavanaugh,

306 F.3d 726, 733 (9th Cir. 2002).........................................................................................8

In re Enron Corp. Securities Litigation,

206 F.R.D. 427 (S.D. Tex. 2002).....................................................................................5, 6

In re Equity Funding Corp. of Am. Sec. Litig.,

416 F. Supp. 161 (C.D. Cal. 1976) ......................................................................................3

In re Olsten Corp. Sec. Litig.,

3 F. Supp. 2d 286 (E.D.N.Y. 1998) ................................................................................ 6, 7

In re Oxford Health Plans, Inc. Sec. Litig.,

182 F.R.D. 42 (S.D.N.Y. 1998) ..................................................................................... 4, 6

Investors Research Co. v. United States District Court,

128 F. Supp. 2d 401 (S.D. Tex. 2000) ................................................................................ 3

Johnson v. Celotex Corp.,

899 F.2d 1281 (2d Cir. 1990) ............................................................................................. 3

Sofran v. LaBranche & Co., Inc.,

220 F.R.D. 398 (S.D.N.Y. 2004) ........................................................................................ 5

Takeda v. Turbodyne Tech, Inc.,

67 F. Supp. 2d 1129 (C.D. Cal. 1999) ................................................................................ 7

Weltz v. Lee,

199 F.R.D. 129 (S.D.N.Y 2001) ..................................................................................... 3, 4

STATUTES AND MISCELLANEOUS

The Private Securities Litigation Reform Act........................................................................ passim

15 U.S.C. '' 77z-1................................................................................................................. passim

Fed. R. Civ. P 23(a) .........................................................................................................................6

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Proposed Lead Plaintiff Dikla Mondial Mutual Fund (“Movant” hereinafter) respectfully

submits this memorandum of points and authorities in support of its motion for appointment as

Lead Plaintiff and for approval of Lead Plaintiff=s selection of Co-Lead Counsel and Liaison

Counsel.

I. FACTUAL BACKGROUND1

This is a securities class action on behalf of purchasers of the common stock of

Allot Communications, Ltd. (“Allot” or the “Company”), who purchased or otherwise acquired

Allot’s common stock pursuant and/or traceable to the Company’s November 15, 2006, initial

public offering (the “IPO” or the “Offering”) through April 2, 2007, seeking to pursue remedies

under the Securities Act of 1933. Named as defendants are Allot and certain of its executive

officers and directors.

Allot is a designer, developer, marketer and seller of broadband service optimization

solutions. Its solutions provide broadband service providers and enterprises with real-time

visibility into, and control of, network traffic. The Company is a corporation organized under

the laws of Israel and is headquartered at 22 Hanagar Street, Neve Ne’eman Industrial Zone B,

Hod-Hasharon, 45240 Israel.

On November 15, 2006, the Company conducted its IPO and was able to raise $78

million by selling 6.5 million shares of stock to the investing public at $12.00 per share.

Plaintiffs allege that the defendants’ representations in the Registration Statement and Prospectus

filed in connection with the sale of Allot common stock in the IPO were materially false or

1 Summary of facts taken in part from the above-captioned Class Action Complaint,

Gerald Bilger v. Allot Communications Ltd., et al., No. 1:07-cv-03815-RJH (filed May 15,

2007).

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misleading because they failed to disclose or indicate that: (1) the Company was experiencing

declining sales; and (2) the sales declines were occurring in its indirect distribution channels.

At the time these facts and their effects on the Company’s operating results and future

business prospects were fully disclosed, the price of the Company’s common stock declined,

causing the members of the Class to suffer damages.

On April 2, 2007, the Company disclosed that its revenues and earnings for first-quarter

and fiscal year 2007 would be substantially lower than previous revenue guidance disseminated

to investors less than seven weeks earlier. The release of this news shocked the market, causing

shares of the Company’s stock to decline $2.04 per share, or 22.3 percent, to close on April 2,

2007 at $7.11 per share, on unusually heavy trading volume. The stock’s April 2, 2007, closing

price represented a cumulative loss of $6.70 per share – a loss of more than 48.5 percent of the

value of the Company's shares since the Company’sIPO just a few months earlier.

II. PROCEDURAL HISTORY

Plaintiff Brickman Investments Inc. commenced the first related action on May 1, 2007.

On that day, counsel for plaintiff published a notice of the pendency of plaintiff’s case on

Business Wire, a widely circulated national business-oriented wire service. See Declaration of

Dale MacDiarmid In Support of Motion of Dikla Mondial Mutual Fund For Appointment As

Lead Plaintiff and Approval of Lead Plaintiff’s Selection of Co-Lead Counsel (the “MacDiarmid

Declaration”) at Exhibit A. Subsequent to the Brickman Investments action, three related actions

(the “Related Actions”) have been filed in this District, and each of the Related Actions is

reflected above in the caption of this document.

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Movants bring the instant motion pursuant to the Brickman Investments complaint and

notice of pendency, and file this motion prior to expiration of the 60-day period from publication

of the May 1, 2007 notice.

III. ARGUMENT

A. The Related Actions Should Be Consolidated

Consolidation pursuant to Rule 42(a) is proper when actions involve common questions

of law and fact. See Weltz v. Lee, 199 F.R.D. 129, 131 (S.D.N.Y. 2001). The Court has broad

discretion under this Rule to consolidate cases pending within its District. Johnson v. Celotex

Corp., 899 F.2d 1281, 1284 (2d Cir. 1990); Investors Research Co. v. United States District

Court, 877 F.2d 777 (9th Cir. 1989).

Courts recognize that class action shareholder suits are ideally suited to consolidation

because their unification expedites proceedings, reduces duplication, and minimizes the

expenditure of time and money by all concerned. See Johnson, 899 F.2d at 1285. Consolidation

facilitates discovery, conserves judicial resources, and reduces the confusion and delay that result

from prosecuting related class action cases separately. See In re Equity Funding Corp. of Am.

Sec. Litig., 416 F. Supp. 161, 176 (C.D. Cal. 1976).

The actions pending before this Court present similar factual and legal issues, as they all

involve the same subject matter, and present the same legal issues. Each alleges the same

violations of federal securities laws, and is based on the same wrongful course of conduct. Each

names the Company and certain of its officers and/or directors as defendants. Because the

actions arise from the same facts and circumstances and involve the same subject matter, the

same discovery and similar class certification issues will be relevant to all related actions.

Accordingly, consolidation under Rule 42(a) is appropriate.

1. The Court Should Resolve The Consolidation Issue

As a Prerequisite to The Determination of Lead Plaintiff

Once the Court decides the consolidation motion, it must decide the lead plaintiff issue

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“[a]s soon as practicable.” Section 27(a)(3)(B)(ii), 15 U.S.C. § 77z-1(a)(3)(B)(ii). A prompt

determination is reasonable and warranted under Rule 42(a), especially given the common

questions of fact and law presented by the related actions now pending in this District. As

Movant has an interest in moving these actions forward, Movant respectfully urges the Court to

resolve the consolidation motion as soon as practicable. See Weltz, 199 F.R.D. at 131 (“the

Court shall not appoint a lead plaintiff until after the decision on the motion to consolidate is

rendered”).

B. Movant Should Be Appointed Lead Plaintiff

Section 27(a)(3)(B) of the PSLRA provides the procedure for selecting Lead Plaintiff in

class actions brought under the Act. The PSLRA directs courts to consider any motion to serve

as Lead Plaintiff filed by class members in response to a published notice of class action by the

later of (i) 60 days after the date of publication of the notice; or (ii) as soon as practicable after

the Court decides any pending motion to consolidate. 15 U.S.C. §77z-1(a)(3)(B). The PSLRA

provides a “rebuttable presumption” that the most “adequate plaintiff” to serve as Lead Plaintiff

is the person or group of persons that:

(aa) has either filed the complaint or made a motion in response to a notice. . . ;

(bb) in the determination of the Court, has the largest financial interest in

the relief sought by the class; and

(cc) otherwise satisfies the requirements of Rule 23 of the Federal Rules

of Civil Procedure.

15 U.S.C. §77z-1(a)(3)(B)(iii); In re Oxford Health Plans, Inc. Sec. Litig., 182 F.R.D. 42, 44

(S.D.N.Y. 1998).

As set forth below, Dikla Mondial Mutual Fund satisfies all three of these criteria and

thus is entitled to the presumption that it isthe most adequate Lead Plaintiff for the Class.

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 8 of 14
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1. MovantIs Making A Motion In Response To A Notice

On May 1, 2007, counsel for plaintiff Brickman Investments, Inc. published a notice of

the pendency of plaintiff’s case pursuant to §27(a)(3)(A)(I) of the PSLRA, announcing that a

securities class action had been filed against defendants herein, and advising purchasers of Allot

securities that they had until July 2, 2007, to file a motion to be appointed as Lead Plaintiff.

Movant filesthe instant motion pursuant to plaintiff Brickman Investments’ complaint and

published notice, and submits herewith its sworn certification attesting that it is willing to serve

as representative of the Class and willing to provide testimony at deposition and trial, if

necessary. See MacDiarmid Declaration, Exhibit B. Movant therefore satisfies the requirement

of either filing a complaint or making a motion in response to a published notice.

2. Movant Has The Largest Financial Interest In This Action

The PSLRA requires a court to adopt the rebuttable presumption that “the most adequate

plaintiff . . . is the person or group of persons that . . . has the largest financial interest in the

relief sought by the class.” 15 U.S.C. §77z-1(a)(3)(B)(iii); see Sofran v. LaBranche & Co., Inc.,

220 F.R.D. 398, 401-02 (S.D.N.Y. 2004). Moreover, courts have recognized that “one goal of

the PSLRA is to have the plaintiff class, represented by a member with a substantial financial

interest in the recovery as incentive, monitor the litigation to prevent its being “lawyer-driven.”

In re Enron Corp. Sec. Litig., 206 F.R.D. 427, 438 (S.D. Tex. 2002).

Here, Movant purchased 10,000 shares of Allot during the Class Period and has suffered

losses of $40,992.20. See MacDiarmid Declaration, Exhibit C. To the best of its knowledge,

Movant believes that it has the largest known financial interest in this case of any lead plaintiff

movant, and thus satisfies the largest financial interest requirement to be appointed as Lead

Plaintiff for the Class.

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3. Movant Satisfies The Requirements Of Rule 23

Of The Federal Rules Of Civil Procedure

Section 27(a)(3)(B)(iii)(I)(cc) of the PSLRA further provides that, in addition to

possessing the largest financial interest in the outcome of the litigation, a Lead Plaintiff must

“otherwise satisfy the requirements of Rule 23 of the Federal Rules of Civil Procedure.” Rule

23(a) provides that a party may serve as a class representative if the following four requirements

are satisfied:

(1) the class is so numerous that joinder of all members is impracticable, (2) there

are questions of law or fact common to the class, (3) the claims or defenses of the

representative parties are typical of the claims or defenses of the class, and (4) the

representative parties will fairly and adequately protect the interest of the class.

Fed. R. Civ. P. 23(a).

In making its determination that a Lead Plaintiff satisfies the requirements of Rule 23, the

Court need not raise its inquiry to the level required in ruling on a motion for class certification.

Courts limit their inquiry to the typicality and adequacy prongs of Rule 23(a), and defer

examination of the remaining requirements until class certification. Enron, 206 F.R.D. at 441; In

re Oxford, 182 F.R.D. at 49 (“Typicality and adequacy of representation are the only provisions

relevant to a determination of lead plaintiff under the PSLRA.”); see also In re Olsten Corp. Sec.

Litig., 3 F. Supp. 2d 286, 296 (E.D.N.Y. 1998).

a. Movant’s Claims Are Typical

The Rule 23(a) typicality requirement is satisfied when a plaintiff’s claims arise from the

same event, practice or course of conduct that gives rise to other class members’ claims and

plaintiff’s claims are based on the same legal theory. See Enron, 206 F.R.D. at 441; Berger v.

Compaq Computer Corp., 257 F.3d 475, 479-80 (5th Cir. 2001). Rule 23 does not require the

Lead Plaintiff to be identically situated with all class members. Ferrari v. Impath, Inc., 2004 WL

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 10 of 14
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1637053, at *5 (S.D.N.Y. July 20, 2004). It is enough that the Lead Plaintiff’s situation shares a

common issue of law or fact. See Berger, 257 F.3d at 480. Here, Movant’s claims are typical of

the claims asserted by the Class. Movant, like all members of the Class, alleges that defendants

violated the federal securities laws by disseminating false and misleading statements concerning

the business, operations and prospects of Allot. Movant, like all of the members of the Class,

purchased Allot securities at prices artificially inflated by defendants’ misrepresentations and

omissions, and was damaged thereby. The interests of Movant are closely aligned with other

Class members’ and they are, therefore, typical of the other members of the Class.

b. MovantIs An Adequate Representative

The adequacy of representation requirement of Rule 23 is satisfied where it is established

that a representative party “will fairly and adequately protect the interests in the class.”

Accordingly:

[R]representation is “adequate” when counsel for the class is qualified and

competent, the representative’s interests are not antagonistic to the interests of

absent class members, and it unlikely that the action is collusive.

Takeda v. Turbodyne Tech., Inc., 67 F. Supp. 2d at 1129, 1133 (C.D. Cal. 1999). The class

representative must also have “sufficient interest in the outcome to ensure vigorous advocacy.”

In re Olsten Corp., 3 F. Supp. 2d at 296; Takeda, 67 F. Supp. 2d at 1137. Movant has

demonstrated its adequacy as Lead Plaintiff by evincing a strong desire to prosecute this action

on behalf of the Class, and has shown that it is “ ‘willing’ and ‘able’ to ‘take an active role in and

control the litigation and to protect the interests of absentees.’ ” Berger, 257 F.3d at 479.

Movant herein has communicated with counsel concerning this case and has made this

motion to be appointed Lead Plaintiff. Movant also hassustained significant losses from its

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 11 of 14
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investment in Allotsecurities and is, therefore, extremely motivated to pursue the claims in this

action. See MacDiarmid Declaration, Exhibit C.

4. Movant Is Presumptively The Most Adequate Lead Plaintiff

The presumption in favor of appointing Movant as Lead Plaintiff may be rebutted only

upon proof “by a purported member of the Plaintiffs’ class” that the presumptively most

adequate plaintiff:

(aa) will not fairly and adequately protect the interest of the class; or

(bb) is subject to unique defenses that render such plaintiff incapable of

adequately representing the class.

15 U.S.C. § 77z-1(a)(3)(b)(iii)(I).

The presumption that Movant is the most adequate Lead Plaintiff is not, therefore, subject

to rebuttal. Movant has suffered losses from its purchase of Allot securities and believes that it

hasthe largest known financial interest in this case of any lead plaintiff movant. The ability of

Movant to fairly and adequately represent the Class is discussed above. Movant is not aware of

any unique defenses defendants could raise against it that would render Dikla Mondial Mutual

Fund inadequate to represent the Class. Accordingly, Dikla Mondial Mutual Fund is

presumptively the most-adequate Lead Plaintiff, and should be appointed Lead Plaintiff for the

Class.

C. The Court Should Approve Lead Plaintiff’s Choice of Counsel

The PSLRA vests authority in the Lead Plaintiff to select and retain counsel, subject only

to approval of the Court. See §27(a)(3)(B)(v) of the Exchange Act. Thus, the Court should not

disturb the Lead Plaintiff’s choice of counsel unless “necessary to protect the interest of the

plaintiff class.” 15 U.S.C. §77z-1(a)(3)(B)(iii)(II)(aa); see also In re Cavanaugh 306 F.3d 726,

Case 1:07-cv-03455-RJH Document 9 Filed 07/02/2007 Page 12 of 14
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733 (9th Cir. 2002). In the present case, Movant hasretained Glancy Binkow & Goldberg LLP

and The Law Office of Jacob Sabo to pursue this litigation on its behalf, and will retain these

firms as Plaintiff’s Co-Lead Counsel, in the event Movant is appointed Lead Plaintiff. Glancy

Binkow & Goldberg LLP and The Law Office of Jacob Sabo possess extensive experience in the

area of securities litigation and have successfully prosecuted numerous securities fraud class

actions on behalf of injured investors, as reflected by the firm resumés attached to the

MacDiarmid Declaration as Exhibits D and E. Thus, the Court may be assured that, by granting

Movant’s motion, the Class will receive the highest caliber of legal representation.

IV. CONCLUSION

For the foregoing reasons, Movant respectfully asks the Court to grant its motion and

enter an Order (a) consolidating related actions, (b) appointing Dikla Mondial Mutual Fund as

Lead Plaintiff, and (c) approving its choice of Glancy Binkow & Goldberg LLP and The Law

Office of Jacob Sabo as Co-Lead Counsel for the Class, and Murray, Frank & Sailer LLP as

Liaison Counsel for the Class, and granting such other relief as the Court may deem just and

proper.

Dated: July 2, 2007 MURRAY, FRANK & SAILER LLP

By:____________S/____________________

Brian P. Murray (BM 9954)

275 Madison Avenue, Suite 801

New York, New York 10016

Telephone: (212) 682-1818

Facsimile: (212) 682-1892

Proposed Liaison Counsel

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GLANCY BINKOW & GOLDBERG LLP

Lionel Z. Glancy

Michael Goldberg

1801 Avenue of the Stars, Suite 311

Los Angeles, CA 90067

Telephone: (310) 201-9150

Facsimile: (310) 201-9160

THE LAW OFFICE OF JACOB SABO

Jacob Sabo

The Tower No.3 Daniel Frisch St. 15th Floor

Tel Aviv, Israel 64731

Telephone: 011 972 3 607 88 88

Facsimile: 011 972 3 607 88 89

Attorneys for Movant and

Proposed Co-Lead Counsel

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