EX-10.3



 





Exhibit 10.3




SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT 




     This
Second Amended and Restated Investors Rights Agreement (this “Agreement”) is entered into as of
October 26, 2006 (the “Effective Date”), by and among Allot Communications Ltd., an Israeli company
(registered no. 51-239477-6) having its main place of business at 22 Hanagar Street, Neve Ne’eman B
Industrial Zone, Hod Hasharon 45420, Israel (the “Company”), the holders of Preferred A Shares, par value
NIS 0.10 per share, of the Company whose names and addresses are set forth on Exhibit I
attached hereto (the “Preferred A Shareholders”), the holders of Preferred B Shares, par value NIS
0.10 per share of the Company, whose names and addresses are set forth on Exhibit II
attached hereto (the “Preferred B Shareholders”), the holders of Preferred C Shares, par value NIS
0.10 per share of the Company, whose names and addresses are set forth on Exhibit III
attached hereto (the “Preferred C Shareholders”), the holders of Preferred D Shares, par value NIS
0.10 per share of the Company, whose names and addresses are set forth on Exhibit IV
attached hereto (the “Preferred D Shareholders”) and the holders of Preferred E Shares, par value
NIS 0.10 per share of the Company, whose names and addresses are set forth on Exhibit V
attached hereto (the “Preferred E Shareholders”, and together with the Preferred A Shareholders,
the Preferred B Shareholders the Preferred C Shareholders and the Preferred D Shareholders, the
"Preferred Shareholders”)




			
	WHEREAS,	 	some or all of parties hereto entered into the Amended and
Restated Investors Rights Agreement (the “Original Agreement”) on
May 18, 2006;






			
	WHEREAS,	 	the parties hereto, consisting of at least the number of holders
of the Registrable Securities required under Section 18.5 of the
Original Agreement wish to make certain amendment to the Original
Agreement;




NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions, representations and
warranties set forth herein, and intending to be legally bound hereby, the parties agree that the
Prior Agreement in hereby amended and restated in its entirety by this Agreement, and the parties
to this Agreement further agree as follows:





	1.	 	DEFINITIONS
	 
	 	 	For purposes of this Agreement:






	 	1.1.	 	The Company’s “Fiscal Year” shall commence on the first day of January and shall
end on the last day of December of each year or such other period as may be determined by
the Board of Directors of the Company.
	 
	 	1.2.	 	The term “Holder” means any of the Preferred Shareholders and their transferees and
assigns.
	 
	 	1.3.	 	The term “Initiating Holders” means Holders holding the majority of the
Registerable Securities which are not Preferred D Registrable Securities or Preferred E
Registrable Securities, assuming for purposes of such determination the conversion of all
shares convertible into Registrable Securities.
	 
	 	1.4.	 	The term “IPO” means the closing of a firmly underwritten public offering of
Ordinary Shares of the Company.
	 
	 	1.5.	 	The term “Preferred D Initiating Holders” means Holders holding the majority of the
Preferred D Registrable Securities, assuming for purposes of such determination the
conversion of all shares convertible into Preferred D Registrable Securities.
	 
	 	1.6.	 	The term “Preferred D Registrable Securities” means the Ordinary Shares presently










 



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	 	 	 	held by or hereinafter issued to the Holders of Preferred D Shares resulting from the
conversion of the Preferred D Shares of the Company and all Ordinary Shares issued by
the Company in respect of such shares.
	 
	 	1.7.	 	The term “Public Corporation” means a corporation which has a class of equity
security registered pursuant to Section 12 of the Securities Exchange Act of 1934, as
amended (the “1934 Act”), or which is required to file periodic reports pursuant to
Section 15(d) of the 1934 Act.
	 
	 	1.8.	 	The terms “register”, “registered” and “registration” refer to a registration
effected by preparing and filing a registration statement or similar document in
compliance with the Securities Act, and the declaration or ordering by the SEC of
effectiveness of such registration statement or document or the equivalent under the laws
of another jurisdiction.
	 
	 	1.9.	 	The term “Registrable Securities” means the Ordinary Shares presently held by or
hereinafter issued to the Holders resulting from the conversion of the Preferred Shares
and all Ordinary Shares issued by the Company in respect of such shares or the Preferred
Shares.
	 
	 	1.10.	 	The term “SEC” means the United States Securities and Exchange Commission.
	 
	 	1.11.	 	The term “Securities Act” means the U.S. Securities Act of 1933, as amended.
	 
	 	1.12.	 	The term “Preferred E Initiating Holders” means Holders holding the majority of
the Preferred E Registrable Securities, assuming for purposes of such determination the
conversion of all shares convertible into Preferred E Registrable Securities.
	 
	 	1.13.	 	The term “Preferred E Registrable Securities” means the Ordinary Shares presently
held by or hereinafter issued to the Holders of Preferred E Shares resulting from the
conversion of the Preferred E Shares of the Company and all Ordinary Shares issued by the
Company in respect of such shares.






	2.	 	INFORMATION AND ACCESS RIGHTS






	 	2.1.	 	Information Rights. Until the IPO, and provided that a Preferred
Shareholder is a shareholder of the Company, each Preferred Shareholder shall be entitled
to receive from the Company, subject to the confidentiality undertakings below: (a) an
internally prepared monthly profit and loss and cash-flow statement no later than 30 days
following the end of each month; (b) un-audited, but reviewed quarterly financial
statements prepared by a ‘Big 4’ accounting firm, which shall include profit and loss,
balance sheet and cash flow statements no later than 45 days following the end of each
quarter (provided, however, that with respect to the first quarter of the year 2006, said
period shall be 60 days following the end of such quarter); (c) audited annual financial
statements prepared by a ‘Big 4’ accounting firm no later than 3 months following the
last day of each Fiscal Year; and (d) an annual budget at least 30 days prior to the
beginning of each fiscal year providing a budget breakdown on a monthly basis. Each of
the above shall be prepared in English, on a consolidated basis for the Company and its
Subsidiaries.
	 
	 	2.2.	 	Access and Visitation Rights. Until the IPO, each Preferred Shareholder
shall be entitled, at reasonable times, upon reasonable notice and through one
representative, full access to all books and records of the Company and each of the
Subsidiaries (as defined below), to review them, and to inspect the properties of the
Company and consult with management of the Company. In addition, such representative
shall be permitted to use the Company’s and Subsidiaries’ (as the term Subsidiary is
defined below) copying facilities in order to make and retain a reasonable number of
copies of










 



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	 	 	 	such books and records at such representative’s discretion, all subject to standard
confidentiality undertakings. As soon as practicable, the Company shall provide any
other information regarding the business, affairs and condition of the Company (on a
consolidated basis) as the Preferred Shareholder qualifying under the provisions of
Section 2 may reasonably request to monitor its investment in the Company.
	 
	 	2.3.	 	Confidentiality. Without derogating from any other agreement or undertaking
to which any of the parties hereto is or may become in the future subject, and in
addition to any such agreement or undertaking, each Preferred Shareholder undertakes that
it shall keep in confidence, and not use for any purpose whatsoever, except for internal
purposes, any and all information relating to the Company which has been provided to it
by the Company or was otherwise obtained by it, except for information which (i) is or
shall be in the public domain not due to any act or omission of such Preferred
Shareholder in breach of law or agreement; (ii) was known to such Preferred Shareholder
prior to the disclosure as evidenced in written records; (iii) is legally transmitted or
disclosed to such Preferred Shareholder by a third party which to such Preferred
Shareholder’s knowledge owes no obligation of confidentiality to the Company; or (iv) is
required to be disclosed pursuant to an order of the court or other governmental body,
stock exchange or regulatory body or by law or other regulations, provided that, to the
extent possible and legally permissible: (a) such Preferred Shareholder notifies the
Company in writing of such a need to disclose as soon as reasonably possible; and (b)
discloses only such information as the Preferred Shareholder reasonably believes is
required. Notwithstanding the aforesaid, in connection with periodic reports to its
investors, shareholders, partners or Permitted Transferees (as defined in the Articles of
Association of the Company, as may be amended from time to time), a Preferred Shareholder
may make general statements, not containing technical or other confidential information,
regarding the nature and progress of the Company’s business; and provided
further, that a Preferred Shareholder may provide summary information regarding the
Company’s financial information in its reports to its respective shareholders, investors,
partners or Permitted Transferees (as defined in the Articles of Association of the
Company, as may be amended from time to time), but may not annex to such reports the full
financial information provided hereunder by the Company. Furthermore, it is hereby
clarified that a Preferred Shareholder which is an investment fund shall be entitled to
distribute to its investors also the information regarding the Company set forth in
Exhibit 2.3 hereto, and shall be entitled to distribute to its consultants and
advisors any information that may be required in connection with tax filings,
determinations or elections to be made in connection with such Preferred Shareholder and
its Permitted Transferees.






	3.	 	ACCOUNTING
	 
	 	 	The Company will maintain and cause each of its Subsidiaries to maintain a system of
accounting established and administered in accordance with US GAAP consistently applied, and
will set aside on its books and cause each of its operating Subsidiaries to set aside on its
books all such proper reserves as shall be required by US GAAP. For purposes of this
Agreement, “Subsidiary” means any corporation or entity at least a majority of whose voting
securities are at the time owned by the Company, or by one or more Subsidiaries, or by the
Company and one or more Subsidiaries. This Section 3 shall terminate upon the closing of an
IPO.






	4.	 	DEMAND REGISTRATION






	 	4.1.	 	Following an IPO, (i) the Initiating Holders may request in writing that all or
part of their Registrable Securities be registered for trading on any securities exchange
on










 



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	 	 	 	which the Company’s shares are otherwise traded, provided that the good faith
anticipated aggregate proceeds exceed US$5,000,000 (a “Preferred Shareholders Demand”).
In addition, following the IPO, (ii) the Preferred D Initiating Holders may request in
writing that all or part of their Preferred D Registrable Securities be registered for
trading on any securities exchange on which the Company’s shares are otherwise traded,
provided that the good faith anticipated aggregate proceeds exceed US$5,000,000 (a
“Preferred D Shareholders Demand”), and (iii) the Preferred E Initiating Holders may
request in writing that all or part of their Preferred E Registrable Securities be
registered for trading on any securities exchange on which the Company’s shares are
otherwise traded, provided that the good faith anticipated aggregate proceeds exceed
US$5,000,000 (a “Preferred E Shareholders Demand” and collectively with the Preferred
Shareholders Demand or a Preferred D Shareholders Demand, each a “Demand”).
	 
	 	4.2.	 	Within 20 days after receipt of a request for a Demand, the Company shall give
written notice of such request to the other Holders and shall make best efforts to
include in such registration all Registrable Securities held by all such 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, the Company shall use its best efforts to effect the registration of all
Registrable Securities as to which it has received requests for registration for trading
on the securities exchange specified in the request for registration.
	 
	 	4.3.	 	Notwithstanding the foregoing, if the Company shall furnish to the Initiating
Holders or the Preferred D Initiating Holders or the Preferred E Initiating Holders, as
applicable, a certificate signed by the CEO or the Chairman of the Board of Directors
stating that in the good faith judgment of the Board of Directors of the Company, it
would be seriously detrimental to the Company and its shareholders for such registration
statement to be filed and it is therefore essential to defer the filing of such
registration statement, then the Company shall have the right to defer such filing for a
period of not more than one hundred and twenty (120) days after receipt of the demand
from the Initiating Holders or the Preferred D Initiating Holders or the Preferred E
Initiating Holders, as applicable, provided that the Company shall not have the right to
defer such filing more than twice per year.
	 
	 	4.4.	 	If the managing underwriter advises the Holders in writing that marketing factors
require a limitation of the number of shares to be underwritten in the Demand, then the
following shares shall participate and be included in the registration, in the following
order: (A) in the event that the Demand is a Preferred E Shareholders Demand — (i)
first, Preferred E Registrable Securities allocated among the Holders of the
Preferred E Registrable Securities, pro rata, according to the number of Preferred E
Registrable Securities of each such Holder of Preferred E Registrable Securities
requested to be included in the registration; (ii) second, Preferred D
Registrable Securities allocated among the Holders of the Preferred D Registrable
Securities, pro rata, according to the number of Preferred D Registrable Securities of
each such Holder of Preferred D Registrable Securities requested to be included in the
registration, in a number up to 30% of the aggregate number of shares to be registered in
the Demand; (ii) third, Registrable Securities which are not Preferred D
Registrable Securities or Preferred E Registrable Securities, allocated among the Holders
of the Registrable Securities which are not Preferred D Registrable Securities or
Preferred E Registrable Securities pro rata, according to the number of Registrable
Securities which are not Preferred D Registrable Securities or Preferred E Registrable
Securities requested to be included in the registration; (iii) fourth, securities
which the Company wishes to register on its own behalf, and (iv) fifth, any other
securities of the Company; (B) in the event that










 



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	 	 	 	the Demand is not a Preferred E Shareholders Demand — (i) first, Preferred D
Registrable Securities allocated among the Holders of the Preferred D Registrable
Securities, pro rata, according to the number of Preferred D Registrable Securities of
each such Holder of Preferred D Registrable Securities requested to be included in the
registration, in a number up to 30% of the aggregate number of shares to be registered
in the Demand; (ii) second, Registrable Securities which are not Preferred D
Registrable Securities, allocated among the Holders of the Registrable Securities which
are not Preferred D Registrable Securities pro rata, according to the number of
Registrable Securities which are not Preferred D Registrable Securities requested to be
included in the registration, provided that the Holders of Preferred E Registrable
Securities shall be entitled to include in such registration any number Preferred E
Registrable Securities requested by them up to 10% of the aggregate number of shares to
be registered in the Demand; (iii) third, securities which the Company wishes
to register on its own behalf, and (iv) fourth, any other securities of the
Company.
	 
	 	4.5.	 	The Company shall not be required to effect any registration under this Section 4
within a period of one hundred and eighty (180) days following the effective date of a
previous registration.
	 
	 	4.6.	 	The Company shall not be required to effect more than two (2) registrations
pursuant to a Preferred Shareholders Demand, not more than one (1) registration pursuant
to a Preferred E Shareholders Demand and not more than one (1) registration pursuant to a
Preferred D Shareholders Demand, under this Section 4, and shall not be required to
effect any registration under this Section 4: (a) in any particular jurisdiction in which
the Company would be required to execute a general consent to service of process in
effecting such registration, unless the Company is already subject to service in such
jurisdiction and except as may be required under the Securities Act; or (b) if the
Initiating Holders or the Preferred D Initiating Holders or the Preferred E Initiating
Holders, as applicable, propose to dispose of Registrable Securities that may be
immediately registered on Form F-3 or S-3 as applicable.






	5.	 	INCIDENTAL REGISTRATION






	 	5.1.	 	At any time following an IPO, if the Company at any time proposes to register any
of its stock or other securities in connection with the public offering of such
securities solely for cash (other than (i) a registration in connection with an IPO, (ii)
a registration of securities to be offered by employees pursuant to an employee benefit
plan on Form S-8, a registration in connection with an exchange offer or (iii) any
acquisition or a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement covering the
sale of the Registrable Securities), it shall give notice to the Holders of such
intention. Upon the written request of any Holder given within twenty (20) days after
receipt of any such notice, the Company shall use its best efforts to include in such
registration all of the Registrable Securities, as the case may be, indicated in such
request, so as to permit the disposition of the shares so registered. Such requests shall
not be deemed as “Demand” registrations.
	 
	 	5.2.	 	Notwithstanding any other provision of this Section 5, if the managing underwriter
advises the Company in writing that marketing factors require a limitation of the number
of shares to be underwritten, then the following shares shall participate in the
registration, in the following order: (i) first, securities which the Company
wishes to register for its own behalf; (ii) second, Preferred E Registrable
Securities, allocated among the Holders of the Preferred E Registrable Securities pro
rata, according to the number of Preferred E Registrable Securities of each such Holder
of Preferred E










 



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	 	 	 	Registrable Securities requested to be included in the registration, in a number up to
30% of the aggregate number of shares registered in such registration; (iii)
third, Preferred D Registrable Securities, allocated among the Holders of the
Preferred D Registrable Securities pro rata, according to the number of Preferred D
Registrable Securities of each such Holder of Preferred D Registrable Securities
requested to be included in the registration, in a number up to 30% of the aggregate
number of shares registered in such registration for the benefit of any party other
than the Company; (iv) fourth, Registrable Securities which are not Preferred D
Registrable Securities or Preferred E Registrable Securities allocated among the
Holders of Registrable Securities which are not Preferred D Registrable Securities or
Preferred E Registrable Securities, pro rata, according to the number of Registrable
Securities which are not Preferred D Registrable Securities or Preferred E Registrable
Securities requested to be included in the registration; and (v) fifth, any
other securities of the Company. The Company shall have the right to terminate or
withdraw any registration initiated by it under this Section 5 prior to the
effectiveness of such registration whether or not any Holder has elected to include
securities in such registration.
	 
	 	5.3.	 	In connection with any offering involving an underwriting of securities being
issued by the Company, the Company shall not be required under Section 5 to include any
of Holders’ securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by it, and
then only in such quantity, if any, as will not, in the opinion of the underwriters,
jeopardize or reduce the success of the offering by the Company (subject to Section 5.2).






	6.	 	FORM F-3 OR S-3 REGISTRATION






	 	6.1.	 	As of the closing of the IPO, the Company shall use its best efforts to qualify for
registration on Form F-3 or S-3 as applicable. After the Company has qualified for the
use of Form F-3 or S-3, the Holders shall have the right to request registrations on Form
F-3 or S-3 as applicable in addition to any right to demand registration under Section 4
and to any right to register shares under Section 5 provided that each such registration
on form F-3 or S-3 as applicable generates proceeds of at least US$2,000,000. Such
requests shall be in writing and shall state the number of Registrable Securities to be
disposed of and the intended method of disposition of such shares by the Holders. Such
requests shall not be deemed as “Demand” registrations.
	 
	 	6.2.	 	The Company shall give written notice to all Holders of the receipt of a request
for registration pursuant to this Section 6 and shall permit other Holders to participate
in the registration upon their request submitted within fifteen (15) days after receipt
of notice from the Company, and the Company will use its best efforts to effect promptly
the registration of all Registrable Securities on Form F-3 or S-3 as applicable, to the
extent requested by the Holders for purposes of disposition.
	 
	 	6.3.	 	Notwithstanding any other provision of this Section 6, if the managing underwriter
advises the Company in writing that marketing factors require a limitation of the number
of shares to be underwritten pursuant to this Section 6, then the following shares shall
participate in the registration, in the following order: (i) first, Preferred E
Registrable Securities, allocated among the Holders of the Preferred E Registrable
Securities pro rata, according to the number of Preferred E Registrable Securities of
each such Holder of Preferred E Registrable Securities requested to be included in the
registration, in a number up to 30% of the aggregate number of shares registered in such
registration; (ii) second, Preferred D Registrable Securities, allocated among the
Holders of the Preferred D Registrable Securities pro rata, according to the number of










 



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	 	 	 	Preferred D Registrable Securities of each such Holder of Preferred D Registrable
Securities requested to be included in the registration, in a number up to 30% of the
aggregate number of shares registered in such registration for the benefit of any party
other than the Company; (iii) third, Registrable Securities which are not Preferred D
Registrable Securities or Preferred E Registrable Securities allocated among the
Holders of Registrable Securities which are not Preferred D Registrable Securities or
Preferred E Registrable Securities, pro rata, according to the number of Registrable
Securities which are not Preferred D Registrable Securities or Preferred E Registrable
Securities requested to be included in the registration; (iv) fourth, securities which
the Company wishes to register for its own behalf; and (v) fifth, any other
securities of the Company.
	 
	 	6.4.	 	The Company shall not be obligated to effect any such registration, qualification
or compliance, pursuant to this Section 6, (i) if Form F-3 or S-3 as applicable is not
available for such offering by the Holders; (ii) if the Holders, together with the
holders of any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other securities (if any)
at an aggregate price to the public (net of any underwriters’ discounts or commissions)
of less than two million United States dollars ($2,000,000); (iii) if the Company shall
furnish to the Holders a certificate signed by the CEO or Chairman of the Board of
Directors stating that in the good faith judgment of the Board of Directors of the
Company it would be seriously detrimental to the Company and to its shareholders for such
Form F-3 or S-3 as applicable registration statement to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form F-3 or S-3
as applicable registration statement for a period of not more than ninety (90) days after
receipt of the request of the Holder or Holders under this Section 6; provided,
however, that the Company shall not utilize this right more than once in any
twelve (12) month period; (iv) if the Company has, within the twelve (12) month period
preceding the date of such request, already effected two (2) registrations on Form F-3 or
S-3 as applicable for the Holders pursuant to this Section 6; (v) during the period
starting with the date thirty (30) days prior to the Company’s estimated date of filing
of, and ending on the date three (3) months immediately following the effective date of,
any registration statement pertaining to securities of the Company (other than a
registration of securities in a Rule 145 transaction or with respect to an employee
benefit plan), provided that the Company is actively employing in good faith reasonable
efforts to cause such registration statement to become effective and that the Company’s
estimate of the date of filing such registration statement is made in good faith; or (vi)
in any particular jurisdiction in which the Company would be required to qualify to do
business or to execute a general consent to service of process in effecting such
registration, qualification or compliance.
	 
	 	6.5.	 	Subject to the aforesaid in this Section 6, the Holders shall be entitled to
request from the Company to effect an unlimited number of registrations pursuant to this
Section 6.






	7.	 	OBLIGATIONS OF THE COMPANY
	 
	 	 	Whenever required under this Agreement to file a registration statement with respect to the
Registrable Securities, the Company shall use its best efforts to, as expeditiously as
reasonably possible:






	 	7.1.	 	Prepare and file with the SEC a registration statement with respect to such
Registrable Securities and use its best efforts to cause such registration statement to
become effective, and keep such registration statement current and effective for up to 6
months, provided, however, that the Company may suspend sales at any time under the










 



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	 	 	 	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 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
materially detrimental to the Company to disclose during that time; provided, further,
that such 6-month period shall be extended for a period equal to the time that the
Holders refrain from selling any securities included in such registration at the
request of an underwriter or the Company.
	 
	 	7.2.	 	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 necessary to comply with the provisions of the Securities Act with respect to the
disposition of all securities covered by such registration statement for the period set
forth in 7.1 above.
	 
	 	7.3.	 	Furnish to the Holders such number 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 Securities owned by them.
	 
	 	7.4.	 	Register and qualify the securities covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as shall be reasonably
requested by the Holders.
	 
	 	7.5.	 	In the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement with terms generally satisfactory to the
managing underwriter of such offering. Each Holder participating in such underwriting
shall also enter into and perform its obligations under such an agreement
	 
	 	7.6.	 	Notify each holder of Registrable Securities covered by such registration statement
at any time when a prospectus relating thereto is required to be delivered under the
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.
	 
	 	7.7.	 	Cause all Registrable Securities registered pursuant thereunder to be listed on
each securities exchange on which similar securities issued by the Company are then
listed.
	 
	 	7.8.	 	Provide a transfer agent and registrar for all Registrable Securities registered
pursuant hereunder and a CUSIP number for all such Registrable Securities not later than
the effective date of such registration.
	 
	 	7.9.	 	Furnish, at the request of any Holder requesting registration of Registrable
Securities pursuant to this Agreement, on the date that such Registrable Securities are
delivered to the underwriters for sale in connection with a registration pursuant to this
Agreement, if such securities are being sold through underwriters, or, if such securities
are not being sold through underwriters, on the date that the registration statement with
respect to such securities becomes effective, (i) an opinion, dated such date, of the
counsel representing the Company for the purposes of such registration, in form and
substance as is customarily given to underwriters in an underwritten public offering,
addressed to the Holder and to the underwriters, if any, and (ii) a letter dated such
date, from the independent certified public accounts 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 Holder and the
underwriters, if any.










 



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	8.	 	INFORMATION
	 
	 	 	It shall be a condition precedent to the obligations of the Company to take any action
pursuant to this Agreement that the selling Holders shall furnish to the Company (i) such
information regarding themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as shall be required to effect the registration of
their Registrable Securities, and (ii) a certificate as provided for in Section 11 below.
	 
	9.	 	EXPENSES OF REGISTRATION
	 
	 	 	All expenses incurred by the Company in connection with any registration pursuant to this
Agreement (other than underwriter’s commissions, discounts and fees or any fees of others
employed by a selling Holder, but including the reasonable fees of one counsel chosen by the
majority in interest of selling Holders), including without limitation all registration,
filing and qualification fees, printers’ and accounting fees and fees and disbursements of
counsel for the Company, shall be borne by the Company.
	 
	10.	 	UNDERWRITING REQUIREMENTS






	 	10.1.	 	In connection with any offering involving an underwriting of securities being
issued by the Company, the Company shall not be required under Sections 4 or 5 to include
any of the Holders securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company (in the event of incidental registration)
or the Initiating Holders or the Preferred D Initiating Holders or the Preferred E
Initiating Holders, as applicable (in the event of registration required under Sections 4
or 6) and the underwriters.
	 
	 	10.2.	 	In the case of any registration effected pursuant to Sections 4 or 6, the
Initiating Holders or the Preferred D Initiating Holders or the Preferred E Initiating
Holders, as applicable, shall have the right to designate the managing underwriter(s) in
any underwritten offering, provided that such managing underwriter(s) shall be either one
of the Lead Underwriter or Co-Manager in the Company’s IPO or an underwriter which is
among the 20 leading underwriting firms as measured by underwriting revenues in the
preceding year.
	 
	 	10.3.	 	In the case of any registration initiated by the Company, the Company shall have
the right to designate the managing underwriter in any underwritten offering.






	11.	 	INDEMNITIES
	 
	 	 	In the event any Registrable Securities are included in a registration statement under this
Agreement:






	 	11.1.	 	To the extent permitted by law, the Company will indemnify and hold harmless each
Holder, the officers and directors of each Holder, any underwriter (as defined in the
Securities Act) for such Holder and each person, if any, who controls such Holder or
underwriter within the meaning of the Securities Act or the 1934 Act, against any losses,
claims, damages, or liabilities (joint or several) to which they may become subject under
the Securities Act, the 1934 Act or any state securities law or regulation, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of
or are based upon any of the following statements, omissions or violations (collectively
a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact
contained in such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements










 



- 10 -


	 	 	 	thereto, (ii) the omission or alleged omission to state therein a material fact
required to be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the 1934 Act, any state securities law or any rule or regulation
promulgated under the Securities Act, the 1934 Act or any state securities law; and the
Company will reimburse each such Holder, officer or director, underwriter or
controlling person, for any legal or other expenses reasonably incurred by them in a
connection with investigating, preparing to defend, defending against, or appearing as
a third party witness in connection with any such loss, claim, damage, liability,
action or proceeding; provided, however, that the indemnity agreement contained in this
Section 11.1 shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld), nor shall the Company be
liable in any such case for any such loss, claim, damage, liability, or action to the
extent that it arises out of or is based upon a Violation which occurs in reliance upon
and in conformity with written information furnished in a certificate expressly for use
in connection with such registration by any such Holder, underwriter or controlling
person. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the selling shareholder, the underwriter or any
controlling person of the selling shareholder or the underwriter, and regardless of any
sale in connection with such offering by the selling shareholder.
	 
	 	11.2.	 	To the extent permitted by law, each selling Holder will indemnify and hold
harmless the Company, each of its directors and officers, any underwriter (as defined in
the Securities Act) for the Company, each person, if any, who controls the Company or any
such underwriter within the meaning of the Securities Act or the 1934 Act, and any Holder
selling securities in such registration statement or any of its directors of officers or
any person who controls such Holder against any losses, claims, damages, or liabilities
(or actions in respect thereto) which arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in reliance
upon and in conformity with written information furnished by such Holder in a certificate
expressly for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred by the Company or any such
director, officer, any person who controls the Company, any underwriter or controlling
person of any such underwriter, any other such Holder, officer, director, or controlling
person in connection with investigating, preparing to defend, defending against, or
appearing as a third party witness in connection with any such loss, claim, damage,
liability, action or proceedings; provided, however, that the indemnity agreement
contained in this Section 11.2 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without the
consent of the Holder (which consent shall not be unreasonably withheld), and provided
further that the obligations of each selling Holder hereunder shall be limited to an
amount equal to the proceeds of each such selling Holder of the shares sold by such
selling Holder pursuant to such registration. Promptly after receipt by an indemnified
party under this Section 11 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section 11, notify the indemnifying party
in writing of the commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly with any
other indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties. The failure to notify an indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any










 



- 11 -


	 	 	 	liability that it may have to any indemnified party otherwise than under this Section
11.
	 
	 	11.3.	 	In the event that the defendants in any action include both the indemnified party
and the indemnifying party for purposes of this Section 11, 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’s election to so assume the defense thereof, the indemnifying party
will not be liable to such indemnified party pursuant to the provisions of said Sections
11.1. or 11.2 for any legal or other expense subsequently incurred by such indemnified
party, solely 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 authorized 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 which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or litigation.
	 
	 	11.4.	 	The indemnification obligations of the Company and each Holder pursuant to this
Section 11 shall survive a transfer of Registrable Securities by such Holder. Such
survival shall apply only to any indemnification obligations arising prior to the time of
such transfer, but, for the avoidance of doubt, may be enforced subsequent to such
transfer. The provision of any applicable underwriting agreement shall prevail over this
Section 11, if requested by the underwriters.






	12.	 	REPORTS UNDER THE 1934 ACT
	 
	 	 	If the Company is a Public Corporation, and only as long as it remains a Public Corporation,
then with a view to making available to the Holders the benefits of Rule 144 promulgated under
the Securities Act and any other rule or regulation of the SEC that may at any time permit a
Holder to sell securities of the Company to the public without registration or pursuant to a
registration form which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC, the Company agrees for the
term of this Agreement, to:






	 	12.1.	 	Make and keep public information available, as those terms are understood and
defined in SEC Rule 144;
	 
	 	12.2.	 	File with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the 1934 Act and comply with all other necessary
filings and other requirements so as to enable the Holders and any transferee thereof to
sell Registrable Securities under Rule 144 under the Securities Act (or similar rule then
in effect); and
	 
	 	12.3.	 	Furnish to any Holder so long as the Holder owns any Registrable Securities
forthwith upon its request (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 (at any time after it has become subject to
such










 



- 12 -


	 	 	 	reporting requirements), (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and (iii)
such other information as may be reasonably requested in availing any Holder of any
rule or regulation of the SEC permitting the selling of any such securities without
registration or pursuant to such form.






	13.	 	LOCK-UP
	 
	 	 	All Holders agree to abide by such customary “Lock Up” period as shall be required by the
underwriter of any registration of shares.
	 
	14.	 	ASSIGNMENT OF REGISTRATION RIGHTS 
	 
	 	 	Any of the Holders may assign its rights to cause the Company to register shares pursuant to
these Registration Rights provisions to a transferee of all or any part of its Registrable
Securities. 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.
	 
	15.	 	SUBSEQUENT RIGHTS; AMENDMENTS
	 
	 	 	The Company shall not, without the consent of the Holders holding a majority of the Preferred
E Registrable Securities, grant registration rights on a basis equal to or more favorable than
the registration rights granted to the Holders of the Preferred E Registrable Securities
herein. In addition the Company shall not, without the consent of the Holders holding a
majority of the Preferred D Registrable Securities, grant registration rights on a basis equal
to or more favorable than the registration rights granted to the Holders of the Preferred D
Registrable Securities herein. In addition, the Company shall not, without the consent of the
Holders holding a majority of the Registrable Securities which are not Preferred D Registrable
Securities or Preferred E Registrable Securities, grant registration rights on a basis equal
to or more favorable than the registration rights granted herein to the Holders of the
Registrable Securities, which are not Preferred D Registrable Securities or Preferred E
Registrable Securities.
	 
	16.	 	REGISTRATIONS OUTSIDE THE US
	 
	 	 	The provisions of this Agreement shall also apply in connection with any registration, listing
or public offering of the Company’s securities outside of the U.S., mutatis mutandis.
	 
	17.	 	TERM AND TERMINATION
	 
	 	 	The registration rights of the Preferred Shareholders pursuant to Sections 4-6 hereunder shall
terminate upon the earlier of (i) five years after an IPO; or (ii) with respect to a Holder,
when the Company’s shares are publicly traded and all shares of such Preferred Shareholder can
be sold in any 90-day period under SEC Rule 144, or comparable rule in the country registered,
if not subject to SEC, whichever occurs first.
	 
	18.	 	MISCELLANEOUS






	 	18.1.	 	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.










 



- 13 -


	 	18.2.	 	Any notice under this Agreement shall be in writing and shall be deemed to have
been duly given for all purposes (a) when received or seven (7) days after it is mailed
by prepaid registered mail; (b) upon the transmittal thereof by facsimile; or (c) upon
the manual delivery thereof, to the respective addressee or fax numbers set forth below
or to such other address of which notice as aforesaid is actually received:





	 	 	 	 	 
	 

	 	Company
	 	At the addresses set forth in the preface above;
with a copy (which does not constitute a service
of process) to:
	 

	 	 	 	Ori Rosen, Adv.
	 

	 	 	 	Ori Rosen & Co., Law Offices

1 Azrieli Center (Round Building), Tel-Aviv 67021, Israel
	 

	 	 	 	Facsimile: (972-3) 607-4700
	 

	 	 	 	Telephone: (972-3) 607-4701
	 

	 	 	 	email: ori@rosenlaw.co.il
	 
	 	 	 	 
	 

	 	Preferred Shareholders
	 	At the addresses set forth in Exhibit I, Exhibit
II, Exhibit III, Exhibit IV or Exhibit V.







	 	 	 	If a notice is, in fact, received by the addressee, then it shall be deemed to have
been duly served, when received, notwithstanding it having been defectively addressed
or failed in some other respect, to comply with the provisions of this Section 18.2.
	 
	 	18.3.	 	The rights and duties of each Preferred Shareholder as set forth herein may be
freely assigned, in whole or in part, by such Preferred Shareholder upon the transfer by
it of shares of the Company, subject only to the limitations, if any, applying to the
transfer of shares by such Preferred Shareholder, as set forth in the Articles of
Association, and provided that the transferee agrees in writing to be bound by the terms
and conditions of this Agreement. For the avoidance of doubt, each Preferred Shareholder
may transfer its shares of the Company to any of its Permitted Transferees (as defined in
the Articles of Association of the Company). This Agreement and the Schedules hereto, and
the Schedules and Exhibits to such Schedules constitute the full and entire understanding
and agreement between the parties with regard to the subject matters hereof and thereof
and for the avoidance of doubt, replace and supersede any previous agreements between all
of or certain of the parties hereto with respect to registration rights, information and
access rights and obligations of the Company with regard to maintaining a system of
accounting established and administered in accordance with US GAAP and amends and
restates the Prior Agreement in its entirety. A party may waive any of its rights
hereunder provided, however, that such waiver shall be in writing and shall apply only to
such party’s rights hereunder.
	 
	 	18.4.	 	This Agreement shall be governed by and construed in accordance with the internal
substantive laws of the State of Israel, and the parties hereby consent and submit to the
exclusive jurisdiction of the competent courts of Tel-Aviv Israel over all matters
relating to this Agreement.
	 
	 	18.5.	 	Unless specifically set forth otherwise, any term of this Agreement may be
amended, terminated or waived (prospectively or retroactively), in writing, by the
Company and the holders of the majority of the Registrable Securities then outstanding,
unless such amendment, termination or waiver is applied in a disproportional manner to a
class(es) of Preferred Shares of the Company, in which case the written consent of the
holders of the majority of such class(es) of Preferred Shares shall be required. The
above










 



- 14 -


	 	 	 	notwithstanding, any of the following amendments to this Agreement shall require the
written consent of the effected party to this Agreement: (i) an amendment to the
confidentiality undertakings set forth in Section 2.3 hereof; (ii) the addition of a
new undertaking to this Agreement the subject matter of which is not related to
registration rights or a Preferred Shareholder’s information rights set out in Section
2.1 or 2.2; and (iii) an amendment imposing an additional monetary or financial
undertaking on a party hereto.
	 
	 	18.6.	 	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. 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.
	 
	 	18.7.	 	The headings of the sections and subsections of this Agreement are for convenience
of reference only and are not to be considered in construing this Agreement.
	 
	 	18.8.	 	At any time and from time to time, each party agrees, without further
consideration, to take such actions and to execute and deliver such documents as may be
reasonable necessary to effect the purposes of this Agreement.
	 
	 	 	 	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
counterpart, and all of which together shall constitute one and the same instrument.
Executed counterparts delivered via any form of electronic transmission shall be deemed
as originals.




[Signature Pages Follow]










 



- 15 -




[First Signature Page to Allot Second Amended and Restated Investors Rights Agreement]



IN WITNESS WHEREOF the parties have signed this Investors Rights Agreement as of the date
first set forth above.







	 	 	 	 	 	 	 	 	 
	Allot Communication Ltd.	 	 	 	 	 	 
	By:
	 	Adi Sapir	 	 	 	 	 	 
	Title:

	 	CFO

	 	 	 	 	 	 
	Signature:

	 	/s/ Adi Sapir


	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BancBoston Investments Inc.	 	 	 	 	 	 
	By:
	 	Edward J. McCoffrey	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Title:
	 	President	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Signature:
	 	/s/ Edward J. McCoffrey	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Gemini Israel II LP	 	 	 	Gemini Israel II Parallel Fund LP
	By:

	 	[Illegible]                       [Illegible]	 	 	 	By:	 	[Illegible]                       [Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	CFO, General Partner      Managing
Partner	 	 	 	Title:	 	CFO, General Partner      Managing
Partner
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/[Illegible]                  /s/[Illegible]	 	 	 	Signature:	 	/s/[Illegible]                  /s/[Illegible]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Gemini Partner Investors LP	 	 	 	Advent PGGM Gemini LP
	By:

	 	[Illegible]                       [Illegible]	 	 	 	By:	 	[Illegible]                       [Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	CFO, General Partner      Managing
Partner	 	 	 	Title:	 	CFO, General Partner      Managing
Partner
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/[Illegible]                  /s/[Illegible]	 	 	 	Signature:	 	/s/[Illegible]                  /s/[Illegible]
	 

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

	 	[Illegible]	 	 	 	By:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/[Illegible]	 	 	 	Signature:	 	/s/[Illegible]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tamir Fishman Ventures II CEO Funds
(U.S) LP	 	 	 	Tamir Fishman Ventures II LP
	By:

	 	[Illegible]	 	 	 	By:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/[Illegible]	 	 	 	Signature:	 	/s/[Illegible]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tamir Fishman Ventures II CEO Funds LP	 	 	 	Tamir Fishman Ventures II (Israel) LP
	By:

	 	[Illegible]	 	 	 	By:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/[Illegible]	 	 	 	Signature:	 	/s/[Illegible]
	 

	 	 
	 	 	 	 	 	 











 



- 16 -


[Second Signature Page to Allot Second Amended and Restated Investors Rights Agreement]



IN WITNESS WHEREOF the parties have signed this Investors Rights Agreement as of the date
first set forth above.




	 	 	 	 	 	 	 	 	 
	Peter Grant	 	 	 	DRW Venture Partners LP
	 

	 	 	 	 	 	By:	 	Tony Mayhew
	 

	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Peter M. Grant	 	 	 	Title:	 	Vice President
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature:	 	/s/ Tony Mayhew
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Partech International Growth Capital I LLC	 	 	 	 	 	 
	By:
	 	[Illegible]	 	 	 	 	 	 
	Title:

	 	[Illegible]

	 	 	 	 	 	 
	Signature:

	 	/s/
[Illegible]

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Partech International Growth Capital III LLC	 	 	 	AXA Growth Capital II L.P.
	By:

	 	[Illegible]	 	 	 	By:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/ [Illegible]	 	 	 	Signature:	 	/s/ [Illegible]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Double Black Diamond II LLC	 	 	 	Multivest LLC
	By:

	 	[Illegible]	 	 	 	By:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	[Illegible]
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/ [Illegible]	 	 	 	Signature:	 	/s/ [Illegible]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Samro NV	 	 	 	CBS IMMO II NV
	By:

	 	[Illegible]	 	 	 	By:	 	H. Brachfeld
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	[Illegible]	 	 	 	Title:	 	Director
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/ [Illegible]	 	 	 	Signature:	 	/s/ H. Brachfeld
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jerusalem Venture Partners IV LP	 	 	 	Jerusalem Venture Partners IV-A LP
	By:

	 	Erel Margalit	 	 	 	By:	 	Erel Margalit
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Erel Margalit	 	 	 	Signature:	 	/s/ Erel Margalit
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Jerusalem Venture Partners Entrepreneurs Fund IV LP	 	 	 	Jerusalem Venture Partners IV (Israel) LP
	By:

	 	Erel Margalit	 	 	 	By:	 	Erel Margalit
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Erel Margalit	 	 	 	Signature:	 	/s/ Erel Margalit
	 

	 	 
	 	 	 	 	 	 











 



- 17 -


[Third Signature Page to Allot Second Amended and Restated Investors Rights Agreement]



IN WITNESS WHEREOF the parties have signed this Investors Rights Agreement as of the date
first set forth above.




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Yosi Elihav	 	 	 	Signature:	 	/s/ Ephraim Elihav
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Shlomo Shimshowitz	 	 	 	Signature:	 	/s/ Eitan Mossauoff
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NJI No. 3 Investment Fund
	 

	 	 	 	 	 	By:	 	Chew Cheng Keat
	 

	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Amos Fouzailov	 	 	 	Title:	 	Attorney
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature:	 	/s/ Chew Cheng Keat
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Tamar Technology Investors (Delaware) LP
	 

	 	 	 	 	 	By:	 	[Illegible]
	 

	 	 	 	 	 	 	 	 
	Signature:

	 	/s/ Leonard Lehmann	 	 	 	Title:	 	Managing GP
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	Signature:	 	/s/ Illegible
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Tamar Technology Investors (Israel) LP	 	 	 	 	 	 
	By:
	 	[Illegible]	 	 	 	 	 	 
	Title:

	 	Managing
GP

	 	 	 	 	 	 
	Signature:

	 	/s/
Illegible

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Genesis Partners I LP	 	 	 	 	 	 
	By:
	 	Dr. Eyal Kishon	 	 	 	 	 	 
	Title:

	 	Founder
and Managing Partner

	 	 	 	 	 	 
	Signature:

	 	/s/
Eyal Kishon

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Genesis Partners (Cayman) LP	 	 	 	 	 	 
	By:
	 	Dr. Eyal Kishon	 	 	 	 	 	 
	Title:

	 	Founder
and Managing Partner

	 	 	 	 	 	 
	Signature:

	 	/s/
Eyal Kishon

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Odem Rotem Holdings Ltd.	 	 	 	Yigal Jacoby
	By:

	 	Yigal Jacoby	 	 	 	Signature:	 	/s/ Yigal Jacoby
	 

	 	 
	 	 	 	 	 	 
	Title:
	 	President	 	 	 	 	 	 
	Signature:

	 	/s/
Yigal Jacoby

	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 












 



- 18 -


Exhibit I




The Preferred A Shareholders




	 	 	 
	Name	 	Address
	Odem Rotem Holdings LTD/Yigal
Jacoby (held in trust by ORO
Trust Company Ltd.)

	 	9 Nordau St., Ra’anana 43200, Israel
	 
	 	 
	Genesis Partners I LP

	 	11 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Genesis Partners (Cayman) LP

	 	11 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Israel II LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Israel II Parallel Fund LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Partner Investors LP

	 	11 Galgalai Haplada St., Hertzlia,
46722, Israel
	 
	 	 
	Advent PGGM Gemini LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Jerusalem Venture Partners IV LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV-A LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners
Entrepreneurs Fund IV LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV
(Israel) LP

	 	Jerusalem Technology Park, Building 1, Malha,
Jerusalem 91487, Israel












 



- 19 -


Exhibit II




The Preferred B Shareholders




	 	 	 
	Name	 	Address
	Yigal Jacoby

	 	9 Nordau St., Ra’anana 43200, Israel
	 
	 	 
	Elihav Yosi

	 	16 Rosen St., Ramat Gan 52224, Israel
	 
	 	 
	Elihav Ephraim

	 	4 Hegefen St., Rosh Ha’ayin 48570, Israel
	 
	 	 
	Shlomo Shimshowitz

	 	24 Havatzelet Hasharon St.,
Hertzlia 46641, Israel
	 
	 	 
	Eitan Mossauoff

	 	17 Disnechis St., Tel-Aviv 69353, Israel
	 
	 	 
	Amos Fouzailov

	 	9 Hazait St., Kfar Shmariho 46910, Israel
	 
	 	 
	NJI No. 3 Investment Fund

	 	6 Battery Rd.#42-01, Singapore, 049909
	 
	 	 
	BancBoston Investments Inc.

	 	Victory St., London SWIH OED, England
	 
	 	 
	Leonard Lehmann

	 	2237 Waverley St., Palo Alto, USA
	 
	 	 
	Tamar Technology Investors
(Delaware) LP

	 	50 Ramat Yam St., Hertzlia 46851, Israel
	 
	 	 
	Tamar Technology Investors (Israel)
LP

	 	50 Ramat Yam St., Hertzlia 46851, Israel
	 
	 	 
	Genesis Partners I LP

	 	11 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Genesis Partners (Cayman) LP

	 	11 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Israel II LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Israel II Parallel Fund LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Partner Investors LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Advent PGGM Gemini LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Samro NV

	 	12 Einstein St., Hertzlia 46749, Israel
	 
	 	 
	CBS IMMO II N.V

	 	1/7 Scupstraat, Antwerp, Belgium
	 
	 	 
	Jerusalem Venture Partners IV LP

	 	7 West 22nd St., 7th Floor, New York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV-A LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners
Entrepreneurs Fund IV LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV
(Israel) LP

	 	Jerusalem Technology Park, Building 1, Malha,
Jerusalem 91487, Israel
	 
	 	 
	Tamir Fishman Venture Capital II Ltd.

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Cayman
Islands) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
(U.S) LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Israel) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Peter Grant

	 	60 South 6th St., Minneapolis, USA












 



- 20 -


Exhibit III




The Preferred C Shareholders




	 	 	 
	Name	 	Address
	BancBoston Investments Inc.

	 	Victory St., London SWIH OED, England
	 
	 	 
	Samro NV

	 	12 Einstein St., Hertzlia 46749,
Israel
	 
	 	 
	CBS IMMO II N.V

	 	1/7 Scupstraat, Antwerp, Belgium
	 
	 	 
	Jerusalem Venture Partners IV LP

	 	7 West 22nd St. 7th Floor, New York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV-A LP

	 	7 West 22nd St. 7th Floor, New York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners
Entrepreneurs Fund IV LP

	 	7 West 22nd St. 7th Floor, New York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV
(Israel) LP

	 	Jerusalem Technology Park, Building 1, Malha,
Jerusalem 91487, Israel
	 
	 	 
	Tamir Fishman Venture Capital II Ltd.

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Cayman
Islands) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
(U.S) LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Israel) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	DRW Venture Partners LP

	 	c/o RBC Capital Markets — Global Equity, 60 South
6th St.,
Mail Stop P17, Minneapolis, MN 55402, USA












 



- 21 -


Exhibit IV




The Preferred D Shareholders




	 	 	 
	Name	 	Address
	BancBoston Investments Inc.

	 	Victory St., London SWIH OED, England
	 
	 	 
	Gemini Israel II LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Israel II Parallel Fund LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Gemini Partner Investors LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Advent PGGM Gemini LP

	 	9 Hamenofim St., Hertzlia 46725, Israel
	 
	 	 
	Tamir Fishman Venture Capital II Ltd.

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Cayman
Islands) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
(U.S) LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Israel) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Peter Grant

	 	60 South 6th St., Minneapolis, USA
	 
	 	 
	Partech International Growth Capital
I LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	Partech International Growth Capital
III LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	AXA Growth Capital II LP

	 	Clarendon House 2 Church St. P.O. Box HM
666 Hamilton HM CX, Bermuda
	 
	 	 
	Double Black Diamond II LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	Multivest LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands












 



- 22 -


Exhibit V




The Preferred E Shareholders




	 	 	 
	Name	 	Address
	Tamir Fishman Venture Capital II Ltd.

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Cayman
Islands) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
(U.S) LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II LP

	 	c/o Tamir Fishman Venture Capital II Ltd.
	 
	 	 
	Tamir Fishman Ventures II CEO Funds
LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Tamir Fishman Ventures II (Israel) LP

	 	Tamir Fishman Group, Platinum Tower, 21
Ha’arbaa St., Tel-Aviv 64739, Israel
	 
	 	 
	Partech International Growth Capital
I LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	Partech International Growth Capital
III LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	AXA Growth Capital II LP

	 	Clarendon House 2 Church St. P.O. Box HM 666
Hamilton HM CX, Bermuda
	 
	 	 
	Double Black Diamond II LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	Multivest LLC

	 	Ugland House South Church St.
Georgetown, Grand Cayman, Cayman Islands
	 
	 	 
	Jerusalem Venture Partners IV LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV-A LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners
Entrepreneurs Fund IV LP

	 	7 West 22nd St., 7th Floor, New
York, NY 10010, USA
	 
	 	 
	Jerusalem Venture Partners IV
(Israel) LP

	 	Jerusalem Technology Park, Building 1, Malha,
Jerusalem 91487, Israel
	 
	 	 
	Shlomo Shimshowitz

	 	24 Havatzelet Hasharon St.,
Hertzlia 46641, Israel
	 
	 	 
	Eitan Mossauoff

	 	17 Disnechis St., Tel-Aviv 69353, Israel
	 
	 	 
	Amos Fouzailov

	 	9 Hazait St., Kfar Shmariho 46910, Israel