AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 4.3

AMENDMENT TO
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

     THIS AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of February 2, 2007, with respect to that certain Amended and Restated Investor Rights Agreement (the “Agreement”) dated as of October 9, 2001, by and among Mellanox Technologies, Ltd., an Israeli company (the “Company”), and the other parties thereto.

     WHEREAS, the Company has filed a registration statement on Form S-1 in connection with the proposed initial public offering of its ordinary shares (the “IPO”);

     WHEREAS, Section 14 of the Agreement provides that, except as otherwise provided therein, any provision of the Agreement may be amended or the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holders of a majority of the Registrable Securities then outstanding, and that any amendment or waiver effected in accordance with Section 14 of the Agreement shall be binding upon each Purchaser, Holder of Registrable Securities at the time outstanding, each future holder of any such securities, the Founders and the Company; and

     WHEREAS, in connection with the proposed IPO, the Company and the undersigned Holders, representing the Holders of a majority of the Registrable Securities currently outstanding, desire to amend the Agreement as set forth herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Holders agree as follows:

     1. Definitions. Capitalized terms used herein but not separately defined herein shall have the meanings ascribed to them in the Agreement.

     2. Amendments.

(a) Section 5.10 of the Agreement is hereby amended to read in its entirety as follows:

     “5.10 Termination of Registration Rights. The rights granted pursuant to Sections 5.1, 5.2 and 5.3 of this Agreement shall terminate as to any Holder upon the earlier of (i) the date five years after the effective date of Company’s initial public offering of its Ordinary Shares and (ii) the date such Holder is able to immediately sell all shares of Registrable Securities held or entitled to be held upon conversion by such Holder under Rule 144 during any 90-day period without regard to Rule 144(k).”

(b) Section 12 of the Agreement is hereby amended to read in its entirety as follows:

     “12. Transfer of Rights.

            (a) The rights granted under Section 5 of this Agreement may be assigned to any transferee or assignee, other than a competitor or potential competitor of the Company (as determined in good faith by the Company’s Board of Directors) in connection with any transfer or assignment of Registrable Securities by the Holder; and

            (b) notwithstanding the foregoing, the rights granted under Section 5 of this Agreement may be assigned to any wholly-owned subsidiary of a Holder in connection with any transfer or assignment of Registrable Securities by such Holder;

     provided that: (i) each such transfer is otherwise effected in accordance with applicable securities laws and the terms of this Agreement; (ii) prior written notice is given to the Company; (iii) such transferee or assignee agrees to be bound by the provisions of this Agreement; and (iv) such transferee acquires at least 50,000 shares of Registrable Securities.”

(c) A new Section 20 is hereby added to the Agreement, which shall read in its entirety as follows:

          “20. Termination of Certain Covenants. Notwithstanding anything to the contrary contained in the Agreement, Sections 6 (Financial Information Rights), 7 (Observers), 8 (Use of Proceeds), 10 (Right of First Refusal), 11 (Confidential Information and Invention Assignment Agreements), 13 (Agreement to Vote) and 19 (Grant of Proxy) of the Agreement shall terminate and be of no further force or effect upon the consummation of the Company’s initial public offering of its Ordinary Shares.”

     3. Merger. Except as expressly amended above, the Agreement shall remain in full force and effect and the provisions thereof are hereby incorporated by reference (including, without limitation, Section 18).

(Signature pages follow)

2

             IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

	COMPANY: MELLANOX TECHNOLOGIES, LTD.
	By:	/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		▇▇▇▇ ▇▇▇▇▇▇▇
		Chief Executive Officer

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		G & ▇ ▇▇▇▇▇▇▇ REVOCABLE FAMILY TRUST
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Trustee

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		US VENTURE PARTNERS VI, LP
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Managing Member
		USVP IV AFFILIATES FUND, LP
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Managing Member
		USVP ENTREPRENEUR PARTNERS VI, LP
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Managing Member
		2180 ASSOCIATES FUND VI, LP
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Managing Member

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		SEQUOIA CAPITAL VIII
		By:		SC VIII Management-A, LLC
				Its General Partner
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Managing Member
		SITP VIII LIQUIDATING TRUST
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:
		SITP VIII (Q) LIQUIDATING TRUST
		By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
		Title:
		CMS PARTNERS LLC
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
		Title: Member Manager

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		SEQUOIA 1997
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Member Manager
		SEQUOIA CAPITAL FRANCHISE FUND
		By:		SCFF Management, LLC,
				a Delaware limited liability company,
				General Partner
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Managing Member
		SEQUOIA CAPITAL FRANCHISE PARTNERS
		By:		SCFF Management, LLC
				A Delaware Limited Liability Company
				General Partner
		By:		/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Managing Member

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		RAZA VENTURE FUND A, LP
		By:		Raza Venture Management LLC As General Partner
		By:		/s/ S. ▇▇▇▇ ▇▇▇▇
		Print Name: S. ▇▇▇▇ ▇▇▇▇
		Title: Managing Member
		RAZA VENTURE FUND B, LP
		By:		Raza Venture Management LLC
				As General Partner
		By:		/s/ S. ▇▇▇▇ ▇▇▇▇
		Print Name: S. ▇▇▇▇ ▇▇▇▇
		Title: Managing Member

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		N&A RAZA REVOCABLE TRUST
		By:		▇▇▇▇▇▇ ▇▇▇▇ Raza and ▇▇▇▇▇▇
				▇▇▇▇▇▇▇ Raza, TTEES, N&A Raza Revocable Trust UAD 03/22/97
		By:		/s/ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇
		Print Name: ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇
		Title: Trustees

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		/s/ ▇. ▇▇▇▇. Raza
		RAZA FAMILY LLC
		By:		S. ▇▇▇▇ ▇▇▇▇, Manager

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇▇ ▇▇▇▇▇ HI-TECH INVESTMENTS LTD.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Authorized Signatory

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		CHINA DEVELOPMENT INDUSTRIAL BANK, INC.
		By:		Saints Capital Belvedere, L.P., a limited partnership, Manager
		By:		Saints Capital Belvedere, LLC, a limited liability company, Its General Partner
		By:		/s/ ▇▇▇▇▇ Quintivan
		Print Name: ▇▇▇▇▇ Quintivan
		Title: Manager
		Address:
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
		(▇▇▇) ▇▇▇-▇▇▇▇ (direct)
		(▇▇▇) ▇▇▇-▇▇▇▇ (fax)

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		BROCADE COMMUNICATIONS SYSTEMS
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇
		Title: Vice President and General Counsel

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		DELL VENTURES LP
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
		Title: Vice President and Treasurer

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		BESSEMER VENTURE INVESTORS III, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager
		BESSEMER VENTURE PARTNERS V, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager
		BESSEC VENTURES V, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		BVE 2001 LLC
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		BVE 2001 (Q) LLC
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager
		BIP 2001, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
		Title: Executive Manager

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Title: Senior Partner

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇▇▇▇▇▇ FAMILY TRUST
		By:		/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
		Title: Trustee

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		GEMINI ISRAEL III, L.P.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇
		Title: Managing Partner; General Partner, CFO
		GEMINI ISRAEL III PARALLEL FUND, L.P.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇
		Title: Managing Partner; General Partner, CFO
		GEMINI ISRAEL OVERFLOW FUND, L.P.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇
		Title: Managing Partner; General Partner, CFO
		GEMINI PARTNER INVESTORS, L.P.
		By:		/s/ ▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇▇▇▇; ▇▇▇▇▇ ▇▇▇▇▇
		Title: Managing Partner; General Partner, CFO

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇▇▇ ▇▇▇▇▇▇ VENTURES III, L.P.
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III L.P.,
			Its General Partner
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:
		▇▇▇▇▇▇ ▇▇▇▇▇▇ VENTURES III (NQP), L.P.
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III L.P.,
			Its General Partner
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		WIV ISRAEL SIDE FUND III
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III L.P.,
			Its General Partner
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:
		WIV ISRAEL SIDE FUND III (GMLT)
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III L.P.,
			Its General Partner
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇▇▇ ▇▇▇▇▇▇ VENTURES III (CEO AND INDUSTRY EXECUTIVES SIDE FUND) LP
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners III L.P.,
			Its General Partner
		By:	▇▇▇▇▇▇ ▇▇▇▇▇▇ Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		INTEL ATLANTIC, INC.
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title: Assistant Treasurer

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.

		HOLDERS:
		▇▇▇▇ AND ▇▇▇▇ ▇▇▇▇▇▇▇ REVOCABLE FAMILY TRUST 10/27/__
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇▇
		Print Name: ▇▇▇▇ ▇▇▇▇▇▇▇
		Title: Trustee

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT OF MELLANOX TECHNOLOGIES, LTD.