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/ Xxxx Xxxxxxx
		Xxxx Xxxxxxx
		Chief Executive Officer

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

		HOLDERS:
		G & X XXXXXXX REVOCABLE FAMILY TRUST
		By:		/s/ Xxxx Xxxxxxx
		Print Name: Xxxx Xxxxxxx
		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/ Xxxxx Xxxxxxxx
		Print Name: Xxxxx Xxxxxxxx
		Title: Managing Member
		USVP IV AFFILIATES FUND, LP
		By:		/s/ Xxxxx Xxxxxxxx
		Print Name: Xxxxx Xxxxxxxx
		Title: Managing Member
		USVP ENTREPRENEUR PARTNERS VI, LP
		By:		/s/ Xxxxx Xxxxxxxx
		Print Name: Xxxxx Xxxxxxxx
		Title: Managing Member
		2180 ASSOCIATES FUND VI, LP
		By:		/s/ Xxxxx Xxxxxxxx
		Print Name: Xxxxx Xxxxxxxx
		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/ Xxxxxxx X. Xxxxxx
		Print Name: Xxxxxxx X. Xxxxxx
		Title: Managing Member
		SITP VIII LIQUIDATING TRUST
		By:		/s/ Xxxxxxx X. Xxxxx
		Print Name: Xxxxxxx X. Xxxxx
		Title:
		SITP VIII (Q) LIQUIDATING TRUST
		By:		/s/ Xxxxxxx X. Xxxxx
		Print Name: Xxxxxxx X. Xxxxx
		Title:
		CMS PARTNERS LLC
		By:		/s/ Xxxxx X. Xxxxxxxxxx
		Print Name: Xxxxx X. Xxxxxxxxxx
		Title: Member Manager

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

		HOLDERS:
		SEQUOIA 1997
		By:		/s/ Xxxxxxx Xxxxxx
		Print Name: Xxxxxxx Xxxxxx
		Title: Member Manager
		SEQUOIA CAPITAL FRANCHISE FUND
		By:		SCFF Management, LLC,
				a Delaware limited liability company,
				General Partner
		By:		/s/ Xxxxxxx Xxxxxx
		Print Name: Xxxxxxx Xxxxxx
		Title: Managing Member
		SEQUOIA CAPITAL FRANCHISE PARTNERS
		By:		SCFF Management, LLC
				A Delaware Limited Liability Company
				General Partner
		By:		/s/ Xxxxxxx Xxxxxx
		Print Name: Xxxxxxx Xxxxxx
		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. Xxxx Xxxx
		Print Name: S. Xxxx Xxxx
		Title: Managing Member
		RAZA VENTURE FUND B, LP
		By:		Raza Venture Management LLC
				As General Partner
		By:		/s/ S. Xxxx Xxxx
		Print Name: S. Xxxx Xxxx
		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:		Xxxxxx Xxxx Raza and Xxxxxx
				Xxxxxxx Raza, TTEES, N&A Raza Revocable Trust UAD 03/22/97
		By:		/s/ X. Xxxx and Xxxxxx X. Xxxx
		Print Name: X. Xxxx and Xxxxxx X. Xxxx
		Title: Trustees

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

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

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

		HOLDERS:
		XXXXX XXXXX HI-TECH INVESTMENTS LTD.
		By:		/s/ Xxxxx Xxxxxxxxx
		Print Name: Xxxxx Xxxxxxxxx
		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/ Xxxxx Quintivan
		Print Name: Xxxxx Quintivan
		Title: Manager
		Address:
		000 Xxxxxxx Xxxxxx, Xxxxx 0000
		Xxx Xxxxxxxxx, XX 00000
		(000) 000-0000 (direct)
		(000) 000-0000 (fax)

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

		HOLDERS:
		BROCADE COMMUNICATIONS SYSTEMS
		By:		/s/ Xxxxx Xxxx
		Print Name: Xxxxx Xxxx
		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/ Xxxxx XxxXxxxxx
		Print Name: Xxxxx XxxXxxxxx
		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. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		Title: Executive Manager
		BESSEMER VENTURE PARTNERS V, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		Title: Executive Manager
		BESSEC VENTURES V, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		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. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		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. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		Title: Executive Manager
		BIP 2001, LP
		By:		Decrv & Co. LLC,
				General Partner/Managing Member
		By:		/s/ J. Xxxxxx Xxxxxxxx
		Print Name: Xxxxxx Xxxxxxxx
		Title: Executive Manager

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

		HOLDERS:
		XXXXXX & XXXXXXX LLP
		By:		/s/ Xxxx X. Xxxxxxxxx
		Print Name: Xxxx X. Xxxxxxxxx
		Title: Senior Partner

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

		HOLDERS:
		XXXXXXXXX FAMILY TRUST
		By:		/s/ Xxxx X. Xxxxxxxxx
		Print Name: Xxxx X. Xxxxxxxxx
		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/ Xxxxx Xxxx and Xxxxx Xxxxx
		Print Name: Xxxxx Xxxx; Xxxxx Xxxxx
		Title: Managing Partner; General Partner, CFO
		GEMINI ISRAEL III PARALLEL FUND, L.P.
		By:		/s/ Xxxxx Xxxx and Xxxxx Xxxxx
		Print Name: Xxxxx Xxxx; Xxxxx Xxxxx
		Title: Managing Partner; General Partner, CFO
		GEMINI ISRAEL OVERFLOW FUND, L.P.
		By:		/s/ Xxxxx Xxxx and Xxxxx Xxxxx
		Print Name: Xxxxx Xxxx; Xxxxx Xxxxx
		Title: Managing Partner; General Partner, CFO
		GEMINI PARTNER INVESTORS, L.P.
		By:		/s/ Xxxxx Xxxx and Xxxxx Xxxxx
		Print Name: Xxxxx Xxxx; Xxxxx Xxxxx
		Title: Managing Partner; General Partner, CFO

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

		HOLDERS:
		XXXXXX XXXXXX VENTURES III, L.P.
		By:	Xxxxxx Xxxxxx Partners III L.P.,
			Its General Partner
		By:	Xxxxxx Xxxxxx Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:
		XXXXXX XXXXXX VENTURES III (NQP), L.P.
		By:	Xxxxxx Xxxxxx Partners III L.P.,
			Its General Partner
		By:	Xxxxxx Xxxxxx 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:	Xxxxxx Xxxxxx Partners III L.P.,
			Its General Partner
		By:	Xxxxxx Xxxxxx Management III LLC,
			Its General Partner
		By:	/s/ [illegible]
		Print Name:
		Title:
		WIV ISRAEL SIDE FUND III (GMLT)
		By:	Xxxxxx Xxxxxx Partners III L.P.,
			Its General Partner
		By:	Xxxxxx Xxxxxx 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:
		XXXXXX XXXXXX VENTURES III (CEO AND INDUSTRY EXECUTIVES SIDE FUND) LP
		By:	Xxxxxx Xxxxxx Partners III L.P.,
			Its General Partner
		By:	Xxxxxx Xxxxxx 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/ Xxxxx X. XxXxxx
		Print Name: Xxxxx X. XxXxxx
		Title: Assistant Treasurer

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

		HOLDERS:
		XXXX AND XXXX XXXXXXX REVOCABLE FAMILY TRUST 10/27/__
		By:		/s/ Xxxx Xxxxxxx
		Print Name: Xxxx Xxxxxxx
		Title: Trustee

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