AMENDMENT NO. 1 TO GROUP AGREEMENT
Exhibit 99.2
AMENDMENT NO. 1 TO GROUP AGREEMENT
This Amendment (this “Amendment”) is made and entered into as of May 11, 2022 to that certain Group Agreement, dated April 19, 2021 (the “Agreement”), by and among Xxxxxxxxxxx Capital Management, LLC, Xxxxxxxxxxx Partners, LP (“Xxxxxxxxxxx Partners”), Xxxxxxxxxxx Partners GP, LLC (“Xxxxxxxxxxx XX”), Xxxxxxxxxxx Special Opportunities Fund II, LP (“Xxxxxxxxxxx SOF II”), Xxxxxxxxxxx Special Opportunities XX XX, LLC, Xxxx Xxxxxxx, QVT Family Office Fund LP, QVT Associates GP LLC, QVT Financial LP, and QVT Financial GP LLC (collectively, the “Existing Members”).
WHEREAS, the Existing Members are parties to the Agreement, pursuant to which the Existing Members formed a group for the purposes of enhancing stockholder value at Allot Ltd. (the “Company”) and taking all other action necessary to achieve the foregoing;
WHEREAS, in connection with the internal transfer of all ordinary shares of the Company beneficially owned directly by Xxxxxxxxxxx Partners to Xxxxxxxxxxx SOF II, Xxxxxxxxxxx Partners and its general partner, Xxxxxxxxxxx XX, no longer beneficially own any securities of the Company; and
WHEREAS, in connection with the foregoing, the Existing Members desire to remove Xxxxxxxxxxx Partners and Xxxxxxxxxxx XX as members of the Group (as defined in the Agreement) and as parties to the Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, each of Xxxxxxxxxxx Partners and Xxxxxxxxxxx XX is removed as a member of the Group and as a party to the Agreement.
2. Each of the remaining parties to the Agreement shall continue to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. This Amendment may be executed in one or more facsimile, portable document format (pdf) or original counterparts, all of which shall be deemed to be originals and all of which together shall constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
XXXXXXXXXXX CAPITAL MANAGEMENT, LLC | |||
By: |
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Member |
XXXXXXXXXXX PARTNERS, LP | |||
By: | Xxxxxxxxxxx Partners GP, LLC, its general partner | ||
By: |
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Member |
XXXXXXXXXXX SPECIAL OPPORTUNITIES FUND II, LP | |||
By: | Xxxxxxxxxxx Special Opportunities XX XX, LLC, its general partner | ||
By: |
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Member |
XXXXXXXXXXX PARTNERS GP, LLC | |||
By: |
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Member |
XXXXXXXXXXX SPECIAL OPPORTUNITIES XX XX, LLC | |||
By: |
/s/ Xxxx Xxxxxxx | ||
Name: | Xxxx Xxxxxxx | ||
Title: | Managing Member | ||
/s/ Xxxx Xxxxxxx | |||
XXXX XXXXXXX |
QVT FAMILY OFFICE FUND LP | |||
By: | QVT Associates GP LLC, its general partner | ||
By: |
/s/ Xxx Xxxx | ||
Name: | Xxx Xxxx | ||
Title: | Managing Member | ||
By: |
/s/ Xxxxx Xx | ||
Name: | Xxxxx Xx | ||
Title: | Managing Member |
QVT ASSOCIATES GP LLC | |||
By: |
/s/ Xxx Xxxx | ||
Name: | Xxx Xxxx | ||
Title: | Managing Member | ||
By: |
/s/ Xxxxx Xx | ||
Name: | Xxxxx Xx | ||
Title: | Managing Member |
QVT FINANCIAL LP | |||
By: | QVT Financial GP LLC, its general partner | ||
By: |
/s/ Xxx Xxxx | ||
Name: | Xxx Xxxx | ||
Title: | Managing Member | ||
By: |
/s/ Xxxxx Xx | ||
Name: | Xxxxx Xx | ||
Title: | Managing Member |
QVT FINANCIAL GP LLC | |||
By: |
/s/ Xxx Xxxx | ||
Name: | Xxx Xxxx | ||
Title: | Managing Member | ||
By: |
/s/ Xxxxx Xx | ||
Name: | Xxxxx Xx | ||
Title: | Managing Member |