EXHIBIT 10.8
August 1, 2000
The Persons Listed on Exhibit A Hereto
Re: Shareholders' Agreement, Dated as of March 30, 2000, (as amended to
date), by and among MIND C.T.I. Ltd. (the "Company") and the
"Shareholders" as defined therein (the "Shareholders'
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Agreement")
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Ladies and Gentlemen:
This will confirm that, from and after the closing of the proposed
initial public offering of the ordinary shares of the Company, the undersigned
hereby waive any rights they have under Section 4 of the Shareholders' Agreement
with respect to any sales of ordinary shares by Non-Investor Shareholders, other
than sales by Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx, and their respective Permitted
Transferees. Nothing herein shall affect the rights of any of the undersigned
contained in Section 4 of the Shareholders' Agreement with respect to sales of
ordinary shares by Xxxxxx Xxxxxxxx, Xxxx Xxxxxxxx or their respective Permitted
Transferees. Capitalized words used as defined terms herein and not otherwise
defined shall have the meanings ascribed thereto in the Shareholders' Agreement.
/s/ Xxxxxx Xxxxxxxx
____________________________
Xxxxxx Xxxxxxxx
/s/ Xxxx Xxxxxxxx
____________________________
Xxxx Xxxxxxxx
ADC Teledata Communications Ltd.
/s/ Xxxx Xxxxxxx
By: __________________________
Name: Xxxx Xxxxxxx
Title: Chief Executive Officer
Summit Ventures V, L.P.
By: Summit Partners V, L.P.,
its General Partner
By: Summit Partners, LLC,
its General Partner
/s/ Xxxxx Xxxxx
By: ---------------------------
Member
Summit V Companion Fund, L.P.
By: Summit Partners V, L.P.,
its General Partner
By: Summit Partners, LLC,
its General Partner
/s/ Xxxxx Xxxxx
By: ---------------------------
Member
Summit V Advisors Fund, L.P.
By: Summit Partners, LLC,
its General Partner
/s/ Xxxxx Xxxxx
By: ---------------------------
Member
Summit V Advisors Fund (QP), L.P.
By: Summit Partners, LLC,
its General Partner
/s/ Xxxxx Xxxxx
By: ---------------------------
Member
Summit Investors III, L.P.
/s/ Xxxxx Xxxxx
By: __________________________
Name: Xxxxx Xxxxx
Title: General Partner
Xxxxx Xxxxx & Son Incorporated
/s/ Xxxxxxx Xxxxxx
By: __________________________
Name: Xxxxxxx Xxxxxx
Title: Executive Vice President
Exhibit A
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MIND C.T.I. Ltd.
Summit Ventures V, L.P.
Summit V Companion Fund, L.P.
Summit V Advisors Fund, L.P.
Summit V Advisors Fund (QP), L.P.
Summit Investors III, L.P.
Xxxxx Xxxxx & Son Incorporated
Xxxxxx Xxxxxxxx
Xxxx Xxxxxxxx
ADC Teledata Communications Ltd.
Xxxx Xxxxxx
MIND Israel Ltd.
Xxxxxxxx Xxxxxxxxx
Xxxxxx Xxxxxx
Xxxx Xxx Xxxxx
Xxxx Xxxx
Xxxx Xxxxxxxx
