EXHIBIT 10.9
MIND C.T.I. LTD.
Amendment Agreement
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This Amendment Agreement, dated as of July 10, 2000, among MIND C.T.I. Ltd.
(the "Company") and the shareholders named on the signature pages hereof.
W I T N E S S E T H:
WHEREAS, the Company is party to a Shareholders' Agreement, dated as of
March 30, 2000, with the shareholders named therein (the "Shareholders'
Agreement");
WHEREAS, the Company is party to a Registration Rights Agreement, dated as
of March 30, 2000, with the shareholders named therein (the "Registration Rights
Agreement"); and
WHEREAS, in light of the Company's proposed initial public offering of
shares on The Nasdaq Stock Market, the Company and the undersigned desire to
amend the Shareholders' Agreement and the Registration Rights Agreements as set
forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms
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Capitalized terms used but not defined herein shall have the respective
meanings assigned thereto in the Shareholders' Agreement or the Registration
Rights Agreement, as the case may be.
2. Amendment to Shareholders Agreement
-----------------------------------
The first proviso of Section 9 of the Shareholders' Agreement is hereby
amended and replaced in its entirety with the following: "provided, however,
that the provisions of Section 4 hereof shall survive the consummation of a
Qualified Public Offering only with respect to any sales of securities
undertaken by a Non-Investor Shareholder (other than ADC) which are not
consummated utilizing a public market". For the avoidance of doubt, it is
hereby acknowledged that the provisions of Sections 3 and 4(d) of the
Shareholders' Agreement shall terminate upon the consummation of a Qualified
Public Offering.
3. Amendment to Registration Rights Agreement
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Section 15(a) of the Registration Rights Agreement is hereby amended by
deleting the parenthetical clause contained therein and by adding the following
to the end thereof:
Any of the Holders may assign its rights and obligations pursuant to this
Agreement to a transferee of all or any part of its Registrable
Securities, provided that the transferor shall, within fourteen (14) days
after such transfer (or fourteen (14) days after the date hereof, with
respect to transfers that have occurred prior to the date hereof),
furnish the Company with written notice of the name and address of such
transferee and the securities with respect to which such registration
rights are being assigned and the transferee's written agreement to be
bound by this Agreement.
[SIGNATURES BEGIN ON NEXT PAGE]
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IN WITNESS WHEREOF, this Agreement has been executed as of the date and year
first above written.
MIND C.T.I. LTD.
/s/ Monica Eisinger
By: _____________________
Name: Monica Eisinger
Title: President
/s/ Monica Eisinger
________________________
Monica Eisinger
/s/ Lior Salansky
________________________
Lior Salansky
ADC TELEDATA
COMMUNICATIONS LTD.
/s/ Ilan Melamed
By: ______________________
Name: Ilan Melamed
Title: Chief Executive Officer
/s/ Zeev Braude
_________________________
Zeev Braude
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MIND ISRAEL LTD.
/s/ Monica Eisinger
By: _____________________
Name: Monica Eisinger
Title: President
/s/ Avshalon Radzinsky
________________________
Avshalon Radzinsky
/s/ Rafael Newman
________________________
Rafael Newman
/s/ Izik Ben Zaken
________________________
Izik Ben Zaken
/s/ Idit Maor
________________________
Idit Maor
/s/ Shai Wesberg
________________________
Shai Wesberg
SUMMIT VENTURES V, L.P.
By: Summit Partners V, L.P.,
its General Partner
By: Summit Partners, LLC,
its General Partner
/s/ Kevin Mohan
By: ____________________
Member
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SUMMIT COMPANION FUND, L.P.
By: Summit Partners V, L.P.,
its General Partner
By: Summit Partners, LLC,
its General Partner
/s/ Kevin Mohan
By: ______________________
Member
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SUMMIT V ADVISORS FUND, L.P.
By: Summit Partners, LLC
its General Partner
/s/ Kevin Mohan
By: ______________________
Member
SUMMIT V ADVISORS FUND (QP), L.P.
By: Summit Partners, LLC,
its General Partner
/s/ Kevin Mohan
By: ______________________
Member
SUMMIT INVESTORS III, L.P.
/s/ Kevin Mohan
By: ______________________
General Partner
OSCAR GRUSS & SON INCORPORATED
/s/ Michael Shaoul
By: ______________________
Name: Michael Shaoul
Title: Executive Vice President
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