• Shares ALLOT COMMUNICATIONS LTD. Ordinary Shares, nominal value NIS 0.10 UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2006 • Allot Communications Ltd. • New York
Lehman Brothers Inc. As Representative of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019
Share Purchase AgreementShare Purchase Agreement • October 31st, 2006 • Allot Communications Ltd.
AgreementAgreement • October 31st, 2006 • Allot Communications Ltd.
This Agreement (the “Agreement”) is made and entered into as of September 4, 2002 (the “Effective Date”), by and between Allot Communications Ltd. (“Allot”), having its place of business at 5 Hanagar street, Neve Neeman B Industrial Zone, Hod Hasharon, Israel, and R.H. Electronics Ltd. (“R.H.”), having its place of business at Nazareth-Illit, Har Yona Industrial Zone, Israel; Allot and R.H., collectively, the “Parties”, and each, a “Party”).
Lease Agreement Entered into in Tel Aviv, on the 13th day of the month of February 2006 By and between: Hereinafter, jointly and severally, referred to as the “Landlord” Whose address for the purpose of the Agreement is: Heikin Cohen Rubin & Gilboa...Lease Agreement • October 31st, 2006 • Allot Communications Ltd.
WHEREAS Landlord represents that it is the owner of the parts of the Building, as defined below, in which the Leased Premises (as defined below) are located. Said Building is constructed on Temporary Lot #8, according to TPS (Town Planning Scheme) HR/MK/8 and amendments thereto (hereinafter: “Lot 8”), which is located on Lot 9 Parcel 6574 in Hod Hasharon; and
Escrow AgreementEscrow Agreement • October 31st, 2006 • Allot Communications Ltd.
This ESCROW AGREEMENT (this “Agreement”) is entered into as of January __, 1998, by and among Allot Communications Ltd., an Israeli company (registered no. 51-239477 6) having its main place of business at Derech Hasharon 12, Kfar Saba 44269 ( the “Company”), Yigal Jacoby, ID # 056810005, whose address is 9 Nordeau Street. Raanana (the “Founder”), and Ravillan, Bentzur & Co., Law Offices, of 76 Rothschild Blvd Tel Aviv (the “Escrow Agent”).
Addendum to Escrow AgreementAddendum to Escrow Agreement • October 31st, 2006 • Allot Communications Ltd.
This Addendum to Escrow Agreement (this “Addendum”) is entered into as of October 26, 2006 (the “Effective Date”), by and between Allot Communications Ltd. (the “Company”) and Yigal Jacoby (“Jacoby”, and together with the Company, the “Parties”).
INDEMNIFICATION AND RELEASE AGREEMENTIndemnification and Release Agreement • October 31st, 2006 • Allot Communications Ltd.
It is in the best interest of Allot Communications Ltd. (the “Company”) to retain and attract as directors and/or officers the most capable persons available and such persons are becoming increasingly reluctant to serve in companies unless they are provided with adequate protection through insurance and indemnification in connection with such service.
Mr. Yigal Jacoby 9 Nordan Street Ra’anana Israel Date: November 27th, 2001Allot Communications Ltd. • October 31st, 2006
NON-COMPETITION AGREEMENTNon-Competition Agreement • October 31st, 2006 • Allot Communications Ltd.
This agreement (the “Agreement”) is made by and between, Odem Rotem Holdings Ltd. (“Odem”) and Yigal Jacoby (“Jacoby”) on one side and Allot Communications Ltd. (Company Number 51-239477-6) (the “Company”) on the other side. Odem, Jacoby and the Company shall be hereinafter referred to as the “Parties”.
SECOND AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • October 31st, 2006 • Allot Communications Ltd. • Tel-Aviv
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
