UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16

OR 15d-16 UNDER THE SECURITIES EXCHANGE ACTOF 1934

For the month of June 2025

Commission file number: 001-33129

Allot Ltd.

(Translation of registrant’s name into English)

22 Hanagar Street

Neve Ne’eman Industrial Zone B

Hod-Hasharon 45240

Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annualreports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

EXPLANATORY NOTE

Offering and Underwriting Agreement

On June 24, 2025, Allot Ltd. (the “Company”) entered intoan underwriting agreement (the “Underwriting Agreement”) with TD Securities (USA) LLC and William Blair & Company, L.L.C.,as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the issuanceand sale by the Company of 5,000,000 ordinary shares, par value NIS 0.10 per share (the “Ordinary Shares”), at a price tothe public of $8.00 per Ordinary Share, for gross proceeds, before deducting underwriting discount and commissions and offering expenses,of $40.0 million (the “Offering”).

Pursuant to the Underwriting Agreement, the Companygranted the Underwriters a 30-day option to purchase up to an additional 750,000 Ordinary Shares.

All Ordinary Shares sold in the Offering wereoffered by the Company and are listed for trading on the Nasdaq Global Select Market. The Offering closed on June 26, 2025.

The Underwriting Agreement contains customaryrepresentations, warranties and agreements by the Company, customary conditions to closing, indemnification and contribution obligationsof the Company and the Underwriters including for certain liabilities under the Securities Act of 1933, as amended, and other obligationsof the parties, and termination provisions.

The foregoing description is not complete anddoes not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entiretyby reference to the Underwriting Agreement that is filed as Exhibit 1.1 to this Report on Form 6-K (the “Report”) and is incorporatedby reference herein. 

The Offering was made pursuant to the Company’sregistration statement on Form F-3 (File No. 333-286174), which was filed with the U.S. Securities and Exchange Commission (the “SEC”)on March 27, 2025 and declared effective on April 3, 2025 (the “Registration Statement”), a prospectus, dated April 3, 2025included as part of the Registration Statement, a preliminary prospectus supplement, dated June 24, 2025 and filed with the SEC on June24, 2025, and a final prospectus supplement, dated June 24, 2025 and filed with the SEC on June 25, 2025.

The attached opinion of Goldfarb Gross Seligman & Co. regarding certain Israeli law matters relating to the Offering, including the validity of the Ordinary Shares sold in the Offering,is hereby incorporated by reference into the Registration Statement.

Lynrock Note

On June 24, 2025, the Company entered into anamendment (the “Amendment”) to its existing senior unsecured convertible promissory note with a face value of $40.0 millionissued by the Company to Lynrock Lake Master Fund LP, a major shareholder of the Company (“Lynrock”), on February 18, 2022(as amended, the “Lynrock Note”). Pursuant to the Amendment, which was conditional upon the closing of the Offering, $31.41million of the outstanding principal amount under the Note was to be repaid and cancelled in exchange for consideration consisting of$31.41 million in cash from the net proceeds of the Offering, and the remaining $8.59 million principal amount outstanding under the LynrockNote was to be converted into Ordinary Shares at a conversion rate per $1,000 principal amount equal to $1,164.14 divided by the lowerof (x) $9.296 and (y) the public offering price, concurrent with the closing of the Offering.

On June 26, 2025, concurrent with the closing of theOffering, the Company repaid $31.41 million of principal under the Lynrock Note from the proceeds of the Offering and is converting theremaining $8.59 million of principal under the Lynrock Note into 1,249,995 Ordinary Shares, reflecting a conversion rate per $1,000 principalamount equal to $1,164.14 divided by the public offering price. As a result of the repayment and conversion and following the completionof the Offering, the Lynrock Note will be cancelled and, upon delivery of the Ordinary Shares, Lynrock will own approximately 21.8% ofthe outstanding Ordinary Shares.

The foregoing description is not complete anddoes not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entiretyby reference to the Amendment that is filed as Exhibit 10.1 to this Report and is incorporated by reference herein.

The information contained herein, including theUnderwriting Agreement attached hereto as Exhibit 1.1 and the Amendment attached hereto as Exhibit 10.1, is hereby incorporated by referenceinto (i) the Registration Statement and (ii) the Company’s Registration Statements on Form F-3 (File No. 333-264202 filed with theSEC on April 8, 2022 and Form S-8 (File Nos. 333-140701, 333-149237, 333-159306, 333-165144, 333-172492, 333-180770, 333-187406, 333-194833,333-203028, 333-210420, 333-216893, 333-223838, 333-230391, 333-237405, 333-254298, 333-263767, 333-270903, 333-278607 and 333-285268)filed with the SEC on February 14, 2007, February 14, 2008, May 18, 2009, March 2, 2010, February 28, 2011, April 17, 2012, March 21,2013, March 27, 2014, March 26, 2015, March 28, 2016, March 23, 2017, March 22, 2018, March 19, 2019, March 26, 2020, March 15, 2021,March 22, 2022, March 28, 2023, April 10, 2024 and February 26, 2025, respectively.

Press Releases

On June 24, 2025, the Company issued a press releaseannouncing the launch of the Offering, which is attached hereto as Exhibit 99.1.

On June 24, 2025, the Company issued a press releaseannouncing the pricing of the Offering, which is attached hereto as Exhibit 99.2.

SIGNATURE

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 26, 2025

EXHIBIT INDEX

4

Exhibit 1.1

5,000,000

ALLOT LTD.

Ordinary Shares

UNDERWRITING AGREEMENT

June 24, 2025

TD Securities(USA) LLC

WilliamBlair & Company, L.L.C.

As Representatives of the several Underwriters

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

c/o William Blair & Company, L.L.C.

150 N. Riverside Plaza

Chicago, Illinois 60606

Dear Sirs and Madams:

1. Introductory.Allot Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to sell,pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the“Underwriters,” or, each, an “Underwriter”), an aggregate of 5,000,000 of theCompany’s ordinary shares, par value NIS 0.10 per share (the “Ordinary Shares”). The aggregate of5,000,000 Ordinary Shares so proposed to be sold is hereinafter referred to as the “Firm Shares”. TheCompany also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional750,000 Ordinary Shares (the “Optional Shares”). The Firm Shares and the Optional Shares are hereinaftercollectively referred to as the “Shares”. TD Securities (USA) LLC and William Blair & Company, L.L.C.are acting as representatives of the several Underwriters and in such capacity are hereinafter referred to as the“Representatives.”

2. Representationsand Warranties of the Company. The Company represents and warrants to the several Underwriters, as of the date hereof and asof each Closing Date (as defined below), and agrees with the several Underwriters, that:

(a) ShelfRegistration Statement. A registration statement of the Company on Form F-3 (File No. 333-286174) (including all amendmentsthereto, the “Initial Registration Statement”) in respect of the Shares has been filed with the Securitiesand Exchange Commission (the “Commission”) pursuant to Rule 415 under the Securities Act of 1933, asamended (the “Securities Act”). The Company meets the requirements for use of Form F-3 under theSecurities Act, and the rules and regulations of the Commission thereunder (the “Rules and Regulations”).The Initial Registration Statement and any post-effective amendment thereto, each in the form heretofore delivered to you, and,excluding exhibits thereto, to you for each of the other Underwriters, have been declared effective by the Commission in such formand meet the requirements of the Securities Act, and the Rules and Regulations. The proposed offering of the Shares may be madepursuant to General Instruction I.B.1 of Form F-3. Other than (i) the Initial Registration Statement, (ii) a registration statement,if any, increasing the size of the offering filed pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations (a“Rule 462(b) Registration Statement”), (iii) any Preliminary Prospectus (as defined below), (iv) theProspectus (as defined below) contemplated by this Agreement to be filed pursuant to Rule 424(b) of the Rules and Regulations inaccordance with Section 4(a) hereof and (v) any Issuer Free Writing Prospectus (as defined below), no other document with respect tothe offer or sale of the Shares has heretofore been filed with the Commission. No stop order suspending the effectiveness of theInitial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement has been issued andno proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or threatened by the Commission(any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant to Rule 424 of theRules and Regulations is hereinafter called a “Preliminary Prospectus”). The Initial RegistrationStatement including all exhibits thereto and including the information contained in the Prospectus filed with the Commissionpursuant to Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430B under the Securities Act to be part of theInitial Registration Statement at the time it became effective is hereinafter collectively called the “RegistrationStatement.” If the Company has filed a Rule 462(b) Registration Statement, then any reference herein to the term“Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. The base prospectusincluded in the Initial Registration Statement at the time of effectiveness thereof (the “BaseProspectus”), as supplemented by the final prospectus supplement relating to the offer and sale of the Shares, in theform filed pursuant to and within the time limits described in Rule 424(b) under the Rules and Regulations, including any documentincorporated by reference therein, is hereinafter called the “Prospectus.”

Any reference herein to the RegistrationStatement, Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein.Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include anydocuments filed after the date of such Preliminary Prospectus or the Prospectus under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), and incorporated by reference in such Preliminary Prospectus or Prospectus, as the casemay be. Any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of theCompany filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the date of this Agreement that is incorporated by referencein the Registration Statement.

(b) GeneralDisclosure Package. As of the Applicable Time (as defined below) and as of the Closing Date or the Option Closing Date (as definedbelow), as the case may be, neither (i) the General Use Free Writing Prospectus(es) (as defined below) issued at or prior to the ApplicableTime, the Pricing Prospectus (as defined below) and the information included on Schedule C hereto, all considered together (collectively,the “General Disclosure Package”), nor (ii) any individual Limited Use Free Writing Prospectus (as defined below),nor (iii) the bona fide electronic roadshow (as defined in Rule 433(h)(5) of the Rules and Regulations), when considered together withthe General Disclosure Package, included or will include any untrue statement of a material fact or omitted or will omit to state a materialfact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;provided, however, that the Company makes no representations or warranties as to information contained in or omitted from the PricingProspectus or any Issuer Free Writing Prospectus (as defined below), in reliance upon, and in conformity with, written information furnishedto the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which information theparties hereto agree is limited to the Underwriters’ Information (as defined in Section 19). As used in this paragraph (b) and elsewherein this Agreement:

“Applicable Time”means 7:00 P.M., New York time, on the date of this Agreement or such other time as agreed to by the Company and the Representatives.

“Pricing Prospectus”means the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time, including any document incorporated byreference therein and any prospectus supplement deemed to be a part thereof.

“Issuer Free WritingProspectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the Rules and Regulationsrelating to the Shares in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retainedin the Company’s records pursuant to Rule 433(g) of the Rules and Regulations.

“General Use FreeWriting Prospectus” means any Issuer Free Writing Prospectus that is identified on Schedule B to this Agreement.

“Limited Use FreeWriting Prospectuses” means any Issuer Free Writing Prospectus that is not a General Use Free Writing Prospectus.

(c) NoStop Orders; No Material Misstatements. No order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free WritingProspectus or the Prospectus relating to the proposed offering of the Shares has been issued by the Commission, and no proceeding forthat purpose or pursuant to Section 8A of the Securities Act has been instituted or threatened by the Commission, and each PreliminaryProspectus, at the time of filing thereof, conformed in all material respects to the requirements of the Securities Act and the Rulesand Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated thereinor necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided,however, that the Company makes no representations or warranties as to information contained in or omitted from any Preliminary Prospectus,in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf ofany Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’ Information.

(d) Registration Statementand Prospectus Contents. At the respective times, the Registration Statement and any amendments thereto became or become effectiveas to the Underwriters and at each Closing Date, the Registration Statement and any amendments thereto conformed and will conform inall material respects to the requirements of the Securities Act and the Rules and Regulations and did not and will not contain any untruestatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinnot misleading; and the Prospectus and any amendments or supplements thereto, at the time the Prospectus or any amendment or supplementthereto was issued and at each Closing Date, conformed and will conform in all material respects to the requirements of the SecuritiesAct and the Rules and Regulations and did not and will not contain an untrue statement of a material fact or omit to state a materialfact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided,however, that the foregoing representations and warranties in this paragraph (d) shall not apply to information contained in oromitted from the Registration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformitywith, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusiontherein, which information the parties hereto agree is limited to the Underwriters’ Information.

(e) IssuerFree Writing Prospectus. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completionof the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representatives as describedin Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the informationcontained in the Registration Statement, Pricing Prospectus or the Prospectus, including any document incorporated by reference thereinand any prospectus supplement deemed to be a part thereof that has not been superseded or modified, or included or would include an untruestatement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order tomake the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however,that the foregoing representations and warranties in this paragraph (e) shall not apply to information contained in or omitted from theRegistration Statement or the Prospectus, or any amendment or supplement thereto, in reliance upon, and in conformity with, written informationfurnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein, which informationthe parties hereto agree is limited to the Underwriters’ Information.

(f) DocumentsIncorporated by Reference. The documents incorporated by reference in the Prospectus, when they became effective or were filed withthe Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act,as applicable, and the rules and regulations of the Commission thereunder and none of such documents contained any untrue statement ofa material fact or omitted to state any material fact required to be stated therein, or necessary to make the statements therein, in thelight of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by referencein the Prospectus, when such documents are filed with the Commission will conform in all material respects to the requirements of theSecurities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain anyuntrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statementstherein, in the light of the circumstances under which they were made, not misleading.

(g) ForeignPrivate Issuer. The Company is a “foreign private issuer” within the meaning of Rule 405 of the Rules and Regulations.

(h) Distributionof Offering Materials. The Company has not, directly or indirectly, distributed and will not distribute any offering material in connectionwith the offering and sale of the Shares other than any Preliminary Prospectus, the Prospectus and other materials, if any, permittedunder the Securities Act. The Company will file with the Commission all Issuer Free Writing Prospectuses (other than a “road show”as described in Rule 433(d)(8) of the Rules and Regulations) in the time and manner required under Rules 163(b)(2) and 433(d) of the Rulesand Regulations.

(i) Notan Ineligible Issuer. At the time of filing the Initial Registration Statement, any Rule 462(b) Registration Statement and any post-effectiveamendments thereto, and at the date hereof, the Company was not, and the Company currently is not, an “ineligible issuer,”as defined in Rule 405 of the Rules and Regulations.

(j) Organizationand Good Standing. The Company and each of its subsidiaries (as defined in Section 16) have been duly organized and are validly existingas corporations or other legal entities in good standing (to the extent such concept exists) under the laws of their respective jurisdictionsof organization. The Company and each of its subsidiaries are duly qualified to do business and are in good standing as foreign corporationsor other legal entities in each jurisdiction in which their respective ownership or lease of property or the conduct of their respectivebusinesses requires such qualification and have all power and authority (corporate or other) necessary to own or hold their respectiveproperties and to conduct the businesses in which they are engaged, except where the failure to so qualify or have such power or authoritywould not (i) have, singularly or in the aggregate, a material adverse effect on the business, properties, management, financial position,shareholders’ equity, results of operations or prospects of the Company and its subsidiaries taken as a whole, or (ii) impair inany material respect the ability of the Company to perform its obligations under this Agreement or to consummate any transactions contemplatedby this Agreement, the General Disclosure Package or the Prospectus (any such effect as described in clauses (i) or (ii), a “MaterialAdverse Effect”). The Company is not currently designated as a “breaching company” (within the meaning of theIsraeli Companies Law, 5759-1999, as amended (the “Companies Law”)) by the Registrar of the Companies of theState of Israel, and, to the Company’s Knowledge, there is no basis for such designation. The memorandum of association, articlesof association, certificate of incorporation and by-laws (and other applicable organizational documents) of the Company and each of itssubsidiaries comply with the requirements of applicable law in its jurisdiction of incorporation and are in full force and effect. TheCompany does not own or control, directly or indirectly, any corporation, association or other entity other than (A) the subsidiarieslisted on Exhibit 8.1 to the Company’s Annual Report on Form 20-F incorporated by reference in the Registration Statement,and (B) certain other subsidiaries which, considered in the aggregate as a single subsidiary, do not constitutea “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X.

(k) UnderwritingAgreement. This Agreement has been duly authorized (including, to the extent applicable, under Chapter 5 of Part VI of the CompaniesLaw), executed and delivered by the Company.

(l) TheShares. The Shares to be issued and sold by the Company to the Underwriters hereunder have been duly and validly authorized and, whenissued and delivered against payment therefor as provided herein, will be duly and validly issued, fully paid and non-assessable and willconform to the descriptions thereof in the Registration Statement, the General Disclosure Package and the Prospectus; and the issuanceof the Shares is not subject to any preemptive or similar rights.

(m) Capitalization.The authorized, issued and outstanding Ordinary Shares of the Company are as set forth or incorporated by reference in the RegistrationStatement, the General Disclosure Package and the Prospectus in the column titled “Actual” under the caption “Capitalization”(except for subsequent issuances, if any, (A) pursuant to this Agreement, (B) pursuant to reservations, agreements or employee benefitor equity incentive plans referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (C) pursuantto the exercise of convertible securities or options referred to in the Registration Statement, the General Disclosure Package and theProspectus). The outstanding Ordinary Shares of the Company have been duly authorized and validly issued and are fully paid and non-assessable,and conform in all material respects to the description thereof contained in the Prospectus and were issued in compliance with the CompaniesLaw, the Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”), and U.S. securities laws, as applicable,and were not issued in violation of any preemptive right, resale right, right of first refusal or similar right. Except as described inthe Prospectus, there are no outstanding convertible debt securities, options, warrants or other rights to purchase or exchange any securitiesfor any share capital or other equity interest in the Company or any of its “significant subsidiaries” within the meaningof Rule 1-02(w) of Regulation S-X. All of the Company’s convertible debt securities, options, warrants and other rights to purchaseor exchange any securities for any share capital or other equity interest in the Company have been duly authorized and validly issued,conform in all material respects to the description thereof contained in the Prospectus and were issued in compliance with applicablelaw.

(n) Capitalizationof Subsidiaries. All of the outstanding share capital of each subsidiary of the Company has been duly authorized and validly issued,is fully paid and nonassessable and, except to the extent set forth in the General Disclosure Package or the Prospectus, is owned by theCompany directly or indirectly through one or more wholly-owned subsidiaries, free and clear of any claim, lien, encumbrance, securityinterest, restriction upon voting or transfer or any other claim of any third party.

(o) ShareOptions. Except as described in the Registration Statement, in the General Disclosure Package and in the Prospectus, there are nooptions, warrants, agreements, contracts or other rights in existence to purchase or acquire from the Company or any subsidiary of theCompany, any Ordinary Shares of the Company or any shares of any subsidiary of the Company. The description of the Company’s shareoption, warrants, share bonus and other share plans or arrangements (the “Company Share Plans”), and the options,warrants and other equity awards or rights to acquire Ordinary Shares (together, the “Options”) or other rightsgranted thereunder, set forth in the General Disclosure Package and the Prospectus accurately and fairly presents the information requiredto be shown with respect to such plans, arrangements, options, warrants and rights. Each (A) grant of an Option was duly authorized nolater than the date on which the grant of such Option was by its terms to be effective by all necessary corporate action, including, asapplicable, approval by the board of directors of the Company (and/or a duly constituted and authorized committee thereof) and any requiredshareholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was dulyexecuted and delivered by each party thereto, (B) grant of an Option was made in accordance with the terms of the applicable Company SharePlan, and all applicable laws and regulatory rules or requirements, including all applicable United States federal securities laws, theIsraeli Securities Law and the rules of the Tel Aviv Stock Exchange (the “TASE”) and any other exchange on whichCompany securities are traded, (C) each Option purported to be issued under Section 102 of the Israeli Income Tax Ordinance (New Version),5721-1961 qualifies for treatment under that section and for treatment under either the capital gains track or the employment income track,as was indicated with respect to each such Option at the date that such Option was granted.

(p) NoConflicts. The execution, delivery and performance of this Agreement by the Company, the issue and sale of the Shares by the Companyand the consummation of the transactions contemplated hereby, including, without limitation, the proposed repayment in full and cancellationof the senior secured convertible promissory note face value $40.0 million of the Company held by Lynrock Lake L.P. (as amended, the “LynrockNote”) in exchange for consideration consisting of $31.41 million in cash from the net proceeds of the offering and OrdinaryShares of the Company to be issued based on the conversion rate set forth in the Lynrock Note, in a transaction exempt from registrationunder the Securities Act closing concurrently with the offering to which this Underwriting Agreement relates, all as described under thecaption “Use of Proceeds” in the Preliminary Prospectus and General Disclosure Package, have been duly authorized by all necessarycorporate action, including, to the extent applicable, under Chapter 5 of Part VI of the Companies Law, and will not (with or withoutnotice or lapse of time or both) (i) conflict with or result in a breach or violation of any of the terms or provisions of, constitutea default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, encumbrance,security interest, claim or charge upon any property or assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage,deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by whichthe Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries issubject, (ii) result in any violation of the provisions of the memorandum of association, articles of association, charter or by-laws(or analogous governing instruments, as applicable) of (A) the Company or (B) any of its subsidiaries or (iii) result in the violationof any law, statute, rule, regulation, judgment, order or decree of any court or governmental or regulatory agency or body, domestic orforeign (including Israel), having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets, including,without limitation, any instrument of approval granted by the Israel Innovation Authority, to which the Company or any of its subsidiariesis a party or by which it or any of them may be bound or to which any of the properties or assets of the Company or any of its subsidiariesis subject except, in the case of clauses (i), (ii)(B) and (iii) above, for any such conflict, breach, violation or default that wouldnot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. A “Debt Repayment TriggeringEvent” means any event or condition that gives, or with the giving of notice or lapse of time would give the holder of anynote, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase,redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries.

(q) NoConsents Required. Except for (A) the registration of the Shares under the Securities Act and applicable state securities laws, (B)such consents, approvals, authorizations, orders and registrations or qualifications as may be required by the Financial Industry RegulatoryAuthority (“FINRA”), the Nasdaq Global Select Market and the TASE in connection with the purchase and distributionof the Shares by the Underwriters and the listing of the Shares on the Nasdaq Global Select Market and the TASE, and (C) filings withthe Israel Innovation Authority, no consent, approval, authorization or order of, or filing, qualification or registration (each an “Authorization”)with, any court, governmental or regulatory agency or body, foreign (including Israeli) or domestic, which has not been made, obtainedor taken and is not in full force and effect, is required to be obtained by the Company for the execution, delivery and performance ofthis Agreement, the issuance and sale of the Shares or the consummation by the Company of the transactions contemplated hereby; and noevent has occurred that allows or results in, or after notice or lapse of time or both would allow or result in, revocation, suspension,termination or invalidation of any such Authorization or any other impairment of the rights of the holder or maker of any such Authorization.

(r) IndependentAuditors. Kost Forer Gabbay & Kasierer, a member of EY Global, who have certified certain financial statements and related schedulesof the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Packageand the Prospectus, and have audited the Company’s internal control over financial reporting and management’s assessment thereof,is an independent registered public accounting firm with respect to the Company and its subsidiaries within the meaning of Article 2-01of Regulation S-X and the Public Company Accounting Oversight Board (United States) (the “PCAOB”).

(s) FinancialStatements. The financial statements, together with the related notes, included or incorporated by reference in the General DisclosurePackage, the Prospectus and in the Registration Statement fairly present the financial position and the results of operations and changesin financial position of the Company and its consolidated subsidiaries at the respective dates or for the respective periods therein specified.Such statements and related notes have been prepared in accordance with the generally accepted accounting principles in the United States(“GAAP”) applied on a consistent basis throughout the periods involved except as may be set forth in the relatednotes included or incorporated by reference in the General Disclosure Package. The financial statements, together with the related notes,included or incorporated by reference in the General Disclosure Package and the Prospectus comply in all material respects with RegulationS-X. No other financial statements or supporting schedules or exhibits are required by Regulation S-X to be described, included or incorporatedby reference in the Registration Statement, the General Disclosure Package or the Prospectus. There is no pro forma or as adjusted financialinformation which is required to be included in the Registration Statement, the General Disclosure Package, and the Prospectus or a documentincorporated by reference therein in accordance with Regulation S-X which has not been included or incorporated as so required. The summaryand selected financial data included in the General Disclosure Package, the Prospectus and the Registration Statement fairly present theinformation shown therein as at the respective dates and for the respective periods specified and are derived from the consolidated financialstatements set forth or incorporated by reference in the Registration Statement, the Pricing Prospectus and the Prospectus and other financialinformation. All information contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAPfinancial measures” (as defined in Regulation G) complies with Regulation G and Item 10 of Regulations S-K, to the extent applicable.

(t) eXtensibleBusiness Reporting Language. The interactive data in eXtensible Business Reporting Language included or incorporated by referencein the Registration Statement fairly presents the information called for in all material respects and has been prepared in accordancewith the Commission’s rules and guidelines applicable thereto.

(u) NoMaterial Adverse Change. Neither the Company nor any of its subsidiaries has sustained, since the date of the latest audited financialstatements included or incorporated by reference in the General Disclosure Package, (i) any material loss or interference with its businessfrom fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or action, order or decreeof any court or governmental or regulatory authority, otherwise than as set forth in the General Disclosure Package; or (ii) any changein the share capital (other than the issuance of Ordinary Shares upon exercise of share options and warrants or vesting of restrictedshare units described as outstanding in, and the grant of options and awards under existing equity incentive plans described in, the RegistrationStatement, the General Disclosure Package and the Prospectus) or long-term debt of the Company or any of its subsidiaries, or any dividendor distribution of any kind declared, set aside for payment, paid or made by the Company on any class of share capital, or any materialadverse changes, or any development involving a prospective material adverse change, in or affecting the business, properties, assets,general affairs, management, financial position, prospects, shareholders’ equity or results of operations of the Company and itssubsidiaries taken as a whole, otherwise than as set forth or contemplated in the General Disclosure Package.

(v) LegalProceedings. Except as set forth in the General Disclosure Package, there is no legal or governmental proceeding pending to whichthe Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of its subsidiaries is thesubject that is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or a documentincorporated by reference therein and is not described therein, or which, singularly or in the aggregate, if determined adversely to theCompany or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect; and no such proceedings are threatenedor, to the Company’s Knowledge after reasonable investigation and due diligence inquiry (“Knowledge”),contemplated by governmental or regulatory authorities or threatened by others.

(w) NoViolation or Default. Neither the Company nor any of its subsidiaries is (i) in violation of its memorandum of association, articlesof association, charter or by-laws (or analogous governing instrument, as applicable), (ii) in default, and no event has occurred which,with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or conditioncontained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a party orby which it is bound or to which any of its property or assets is subject or (iii) in violation in any respect of any law, ordinance,governmental rule, regulation or court order, decree or judgment to which it or its property or assets may be subject except, in the caseof clauses (i) (solely with respect to the Company’s subsidiaries), (ii) and (iii) above, for any such violation or default thatwould not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(x) Licensesor Permits. The Company and each of its subsidiaries holds, and is operating in compliance in all material respects with, all franchises,grants, licenses, certificates, authorizations and permits issued by, and have made all declarations and filings with, the appropriatelocal, state, federal or foreign (including Israeli) governmental or regulatory agencies or bodies that are necessary for the ownershipor lease of their respective properties or the conduct of their respective businesses as described in the General Disclosure Package andthe Prospectus (collectively, the “Governmental Permits”) except where any failures to possess or make the samewould not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company and its subsidiariesare in compliance with all such Governmental Permits; all such Governmental Permits are valid and in full force and effect, except wherethe validity or failure to be in full force and effect would not, singularly or in the aggregate, reasonably be expected to have a MaterialAdverse Effect. Neither the Company nor any of its subsidiaries has received notification of any revocation, modification, suspension,termination or invalidation (or proceedings related thereto) of any Governmental Permit and the Company has no reason to believe thatany such Governmental Permit will not be renewed.

(y) InvestmentCompany Act. Neither the Company nor any of its subsidiaries is or, after giving effect to the offering of the Shares and the applicationof the proceeds thereof as described in the General Disclosure Package and the Prospectus, will be, an “investment company”within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder.

(z) NoStabilization. Neither the Company nor, to the Company’s Knowledge, any of its officers, directors or affiliates has taken orwill take, directly or indirectly, any action designed or intended to stabilize or manipulate the price of any security of the Company,or which caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulationof the price of any security of the Company. Neither the Company nor any of its subsidiaries have engaged, and neither the Company norany of its subsidiaries will engage, in any form of solicitation, advertising or other action constituting an offer or a sale to the publicunder the Israeli Securities Law and the regulations promulgated thereunder in connection with the transactions contemplated hereby, whichwould require the publication of a prospectus in the State of Israel under the laws of the State of Israel.

(aa) IntellectualProperty. Except as would not, singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect, theCompany and its subsidiaries own or possess the valid right to use all (i) valid and enforceable patents, patent applications,trademarks, trademark registrations, service marks, service mark registrations, Internet domain name registrations, copyrights,copyright registrations, licenses, trade secret rights (“Intellectual Property Rights”) and (ii)inventions, software, works of authorships, trademarks, service marks, trade names, databases, formulae, know how, Internet domainnames and other intellectual property (including trade secrets and other unpatented and/or unpatentable proprietary confidentialinformation, systems, or procedures) (collectively, “Intellectual Property Assets”) used in or otherwisenecessary to conduct their respective businesses as currently conducted, and as proposed to be conducted and described in theGeneral Disclosure Package and the Prospectus. The Company and its subsidiaries have not received any opinion from their legalcounsel concluding that any activities of their respective businesses infringe, misappropriate, or otherwise violate, valid andenforceable Intellectual Property Rights of any other person, and have not received written notice of any challenge, which is totheir Knowledge still pending, by any other person to the rights of the Company and its subsidiaries with respect to anyIntellectual Property Rights or Intellectual Property Assets owned or used by the Company or its subsidiaries. Except as would not,singularly or in the aggregate, reasonably be expected to have a Material Adverse Effect, (A) the Company and itssubsidiaries’ respective businesses as now conducted do not give rise to any infringement of, any misappropriation of, orother violation of, any valid and enforceable Intellectual Property Rights of any other person, (B) all licenses for the use of theIntellectual Property Rights described in the General Disclosure Package and the Prospectus are valid, binding upon, and enforceableby or against the parties thereto in accordance with its terms, and (C) the Company and each of its subsidiaries has complied with,and is not in breach nor has received any asserted or threatened claim of breach of any Intellectual Property license, and theCompany has no knowledge of any breach or anticipated breach by any other person to any Intellectual Property license. No claim hasbeen made against the Company or any of its subsidiaries alleging the infringement by the Company or any of its subsidiaries of anypatent, trademark, service mark, trade name, copyright, trade secret, license in or other intellectual property right or franchiseright of any person. The Company and each of its subsidiaries has taken all reasonable steps to protect, maintain and safeguard itsIntellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements. The consummationof the transactions contemplated by this Agreement will not result in the loss or impairment of or payment of any additional amountswith respect to, nor require the consent of any other person in respect of, the Company’s or any of its subsidiaries’right to own, use, or hold for use any of the Intellectual Property Rights as owned, used or held for use in the conduct of thebusiness as currently conducted. With respect to the use of the software in the Company’s or any of its subsidiaries’business as it is currently conducted, neither the Company nor any of its subsidiaries have experienced any material defects in suchsoftware including any material error or omission in the processing of any transactions other than defects which have beencorrected. Except as would not reasonably be expected to have a Material Adverse Effect, (A) no government funding, facilities orresources of a university, college, other educational institution or research center was used in the development of any IntellectualProperty Rights or Intellectual Property Assets, and no governmental agency or body (including the Israel Innovation Authority),university, college, other educational institution or research center has any claim, option or right in or to any IntellectualProperty Rights or Intellectual Property Assets, and (B) the Company and its subsidiaries have taken commercially reasonable stepsto maintain the confidentiality of all trade secrets and other confidential information owned, used or held for use by the Companyor any of its subsidiaries. Except as would not reasonably be expected to have a Material Adverse Effect, the Company and itssubsidiaries, with respect to all software (including source code) and other materials that are distributed under a“free,” “open source,” or similar licensing model (including the GNU General Public License, GNU LesserGeneral Public License, GNU Affero General Public License, New BSD License, Apache License, Apache 2.0 License, MIT License, CommonPublic License and other licenses approved as Open Source licenses under the Open Source Definition of the Open Source Initiative)(“Open Source Materials”) are in compliance with all license terms applicable to such Open SourceMaterials. To the Knowledge of the Company, except as would not reasonably be expected to have a Material Adverse Effect, neitherthe Company nor any of its subsidiaries has used or distributed any Open Source Materials (or any software that links to Open SourceMaterials) in a manner that requires or has required (A) the Company or any of its subsidiaries to permit reverse engineering of anyproducts or services of the Company or any of its subsidiaries, or any software code or other technology owned (or purported to beowned) by the Company or any of its subsidiaries, or (B) any products or services of the Company or any of its subsidiaries, or anysoftware code or other technology owned (or purported to be owned) by the Company or any of its subsidiaries, to be (I) disclosed ordistributed in source code form or (II) redistributed at no charge or minimal charge.

(bb) PrivacyLaws. The Company and its subsidiaries are, and at all prior times were, in material compliance with all applicable data privacyand security laws and regulations, including, without limitation, the Health Insurance Portability and Accountability Act(“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (the“HITECH Act”) (42 U.S.C. Section 17921 et seq.), the Israeli Privacy Protection Law, 5741-1981, theIsraeli Privacy Protection Regulations (Data Security), 5777-2017, and the European Union General Data Protection Regulation(“GDPR”) (EU 2016/679) (collectively, the “Privacy Laws”). To ensure compliancewith the Privacy Laws, the Company and its subsidiaries have in place, comply with, and take appropriate steps reasonably designedto ensure compliance in all material respects with their policies and procedures relating to data privacy and security and thecollection, storage, use, disclosure, handling and analysis of Personal Data (the “Policies”).“Personal Data” means (i) a natural persons’ name, street address, telephone number, email address,photograph, social security or similar number, bank information, or customer or account number; (ii) any information which wouldqualify as “personally identifying information” under the Federal Trade Commission Act, as amended; (iii) ProtectedHealth Information as defined by HIPAA; (iv) “personal data” as defined by GDPR; and (v) any other piece of informationthat allows the identification of such natural person, or his or her family, or permits the collection or analysis of any datarelated to an identified person’s health or sexual orientation. None of such disclosures made or contained in any of thePolicies have been inaccurate, misleading, deceptive or in violation of any Privacy Laws or Policies in any material respect. Theexecution, delivery and performance of this Agreement or any other agreement referred to in this Agreement will not result in abreach of any Privacy Laws or Policies. Neither the Company nor any of its subsidiaries (i) has received notice of any actual orpotential liability under or relating to, or actual or potential violation of, any of the Privacy Laws, and has no knowledge of anyevent or condition that would reasonably be expected to result in any such notice; (ii) is currently conducting or paying for, inwhole or in part, any investigation, remediation or other corrective action pursuant to any Privacy Law; or (iii) is a party to anyorder, decree, or agreement that imposed any obligation or liability under any Privacy Law.

(cc) ITSystems. (i) (x) There has been no security breach or attack or other compromise of or relating to any of the Company’sand its subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data oftheir respective customers, employees, suppliers, vendors and any third party data maintained by or on behalf of them), equipment ortechnology (“IT Systems and Data”), and (y) the Company and its subsidiaries have not been notified of,and have no knowledge of any event or condition that would reasonably be expected to result in any security breach, attack orcompromise to their IT Systems and Data, and (ii) the Company and its subsidiaries have implemented backup and disaster recoverytechnology consistent with industry standards and practice.

(dd) Titleto Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in and (in the case ofreal property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which arematerial to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens,encumbrances, security interests, claims and defects that (i) do not, singularly or in the aggregate, materially affect the value ofsuch property and do not materially interfere with the use made and proposed to be made of such property by the Company or any ofits subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material AdverseEffect.

(ee) NoLabor Dispute. There is (A) no significant unfair labor practice complaint pending against the Company, or any of itssubsidiaries, nor to the Company’s Knowledge, threatened against it or any of its subsidiaries, before the National LaborRelations Board, any state or local labor relation board or any foreign (including Israeli) labor relations board, and nosignificant grievance or significant arbitration proceeding arising out of or under any collective bargaining agreement is sopending against the Company or any of its subsidiaries, or, to the Company’s Knowledge, threatened against it or any of itssubsidiaries and (B) no labor disturbance by or dispute with, employees of the Company or any of its subsidiaries exists or, to theCompany’s Knowledge, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbanceby the employees of any of its or its subsidiaries’ principal suppliers, manufacturers, customers or contractors, that wouldreasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect. The Company is not aware that any keyemployee or significant group of employees of the Company or any of its subsidiaries plans to terminate employment with the Companyor any such subsidiary. All obligations of the Company to provide statutory severance pay to all its currently engaged employees inIsrael (“Israeli Employees”) are in accordance with Section 14 of the Israeli Severance Pay Law, 5723-1963(the “Severance Pay Law”) and are fully funded or, if not required to be funded, are fully accrued on theCompany’s financial statements, and all such Israeli Employees have been subject to the provisions of Section 14 of theSeverance Pay Law with respect to their entire salary, as defined under the Severance Pay Law, from the date of commencement oftheir employment with the Company, and the Company has been in compliance with the requirements for a Section 14 arrangement withrespect to severance pay with respect to 100% of such salary for which severance pay may be due under the Severance Pay Law; and allamounts that the Company is required by contract or applicable law either (A) to deduct from Israeli Employees’ salariesand/or to transfer to such Israeli Employees’ pension or provident, life insurance, incapacity insurance, advance study fundor other similar funds or insurance or (B) to withhold from its Israeli Employees’ salaries and benefits (including any otherincome in cash or in kind) and to pay to any Israeli governmental authority as required by applicable Israeli tax law andregulations, have, in each case, been duly deducted, transferred, withheld and paid, and the Company has no outstanding obligationto make any such deduction, transfer, withholding or payment.

(ff) Compliancewith ERISA. No “prohibited transaction” (as defined in Section 406 of the Employee Retirement Income Security Act of1974, as amended, including the regulations and published interpretations thereunder (“ERISA”), or Section4975 of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)) or“accumulated funding deficiency” (as defined in Section 302 of ERISA) or any of the events set forth in Section 4043(b)of ERISA (other than events with respect to which the thirty (30)-day notice requirement under Section 4043 of ERISA has beenwaived) has occurred or would reasonably be expected to occur with respect to any employee benefit plan of the Company or any of itssubsidiaries which would, singularly or in the aggregate, have a Material Adverse Effect. Each employee benefit plan of the Companyor any of its subsidiaries is in compliance in all material respects with applicable law, including ERISA and the Code. The Companyand its subsidiaries have not incurred and could not reasonably be expected to incur liability under Title IV of ERISA with respectto the termination of, or withdrawal from, any pension plan (as defined in ERISA). Each pension plan for which the Company or any ofits subsidiaries would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified, andnothing has occurred, whether by action or by failure to act, which could, singularly or in the aggregate, cause the loss of suchqualification.

(gg) EnvironmentalLaws and Hazardous Materials. Except as would not, singularly or in the aggregate, reasonably be expected to have a MaterialAdverse Effect, (A) there has been no storage, generation, transportation, handling, treatment, disposal, discharge, emission, orother release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of itssubsidiaries (or, to the Company’s Knowledge, any other entity for whose acts or omissions the Company or any of itssubsidiaries is or may otherwise be liable) upon any of the property now or previously owned or leased by the Company or any of itssubsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree orpermit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decreeor permit, give rise to any liability; and (B) there has been no disposal, discharge, emission or other release of any kind ontosuch property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances withrespect to which the Company or any of its subsidiaries has Knowledge.

(hh) Taxes.The Company and its subsidiaries each (i) have timely filed all necessary federal, state, local and foreign (including Israeli) taxreturns, and all such returns were true, complete and correct, (ii) have paid all federal, state, local and foreign (includingIsraeli) taxes, for which it is liable, including, without limitation, all sales and use taxes and all taxes which the Company orany of its subsidiaries is obligated to withhold from amounts owing to employees, creditors and third parties, and (iii) do not haveany tax deficiency or claims outstanding or assessed or, to its Knowledge, proposed against any of them, except those, in each ofthe cases described in clauses (i), (ii) and (iii) above, that would not, singularly or in the aggregate, have a Material AdverseEffect. The Company and each of its subsidiaries is and have at all times been resident for tax purposes in their jurisdiction ofincorporation and are not and have not been treated as resident in any other jurisdiction for any tax purpose (including any doubletaxation arrangement) and neither the Company nor any of its subsidiaries has received any written claim from any governmental orregulatory authority that the Company or any of its subsidiaries is or may be subject to tax or required to file a tax return in ajurisdiction where it does not file tax returns.

(ii) Insurance. The Company andeach of its subsidiaries carry, or are covered by, insurance in such amounts and covering such risks as is customary for the conduct oftheir respective businesses and the value of their respective properties. Neither the Company nor any of its subsidiaries has any reasonto believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coveragefrom similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Neither theCompany nor any of its subsidiaries has received written notice from any insurer, agent of such insurer or the broker of the Company orany of its subsidiaries that any material capital improvements or any other material expenditures (other than premium payments) are requiredor necessary to be made in order to continue such insurance.

(jj) AccountingControls. The Company and each of its subsidiaries maintains a system of “internal control over financial reporting”(as such term is defined in Rule 13a-15(f) of the General Rules and Regulations under the Exchange Act (the “ExchangeAct Rules”)) that complies with the requirements of the Exchange Act and has been designed by their respectiveprincipal executive and principal financial officers, or under their supervision, to provide reasonable assurances that (i)transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recordedas necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii)access to assets is permitted only in accordance with management’s general or specific authorization; (iv) the recordedaccountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect toany differences and (v) interactive data in eXtensible Business Reporting Language included or incorporated by reference in theRegistration Statement fairly presents the Commission’s rules and guidelines applicable thereto. The Company’s internalcontrol over financial reporting is effective. Except as described in the General Disclosure Package, since the end of theCompany’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal controlover financial reporting (whether or not remediated) and (B) no change in the Company’s internal control over financialreporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control overfinancial reporting.

(kk) DisclosureControls. The Company and its subsidiaries maintain disclosure controls and procedures (as such is defined in Rule 13a-15(e) ofthe Exchange Act Rules) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have beendesigned to ensure that information required to be disclosed by the Company and its subsidiaries in reports that they file or submitunder the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’srules and forms, including controls and procedures designed to ensure that such information is accumulated and communicated to theCompany’s management as appropriate to allow timely decisions regarding disclosures. The Company and its subsidiaries haveconducted evaluations of the effectiveness of their disclosure controls as required by Rule 13a-15 of the Exchange Act.

(ll) MinuteBooks. The minute books of the Company have been made available to the Underwriters and counsel for the Underwriters, and such books(i) contain a complete summary of all meetings and actions of the board of directors (including each board committee) and shareholdersof the Company (or analogous governing bodies and interest holders, as applicable) since the time of its respective incorporation or organizationthrough the date of the latest meeting and action, and (ii) accurately in all material respects reflect all transactions referred to insuch minutes.

(mm) NoUndisclosed Relationships. No relationship, direct or indirect, exists between or among the Company or any of its subsidiaries onthe one hand, and the directors, officers, shareholders (or analogous interest holders), customers or suppliers of the Company or anyof its affiliates on the other hand, which is required to be described in the General Disclosure Package and the Prospectus or a documentincorporated by reference therein and which is not so described.

(nn) NoRegistration Rights. No person or entity has the right to require registration of Ordinary Shares or other securities of the Companyor any of its subsidiaries because of the filing or effectiveness of the Registration Statement or the offering to which this Agreementrelates, except for persons and entities who have expressly waived such right in writing or who have been given timely and proper writtennotice and have failed to exercise such right within the time or times required under the terms and conditions of such right. Except asdescribed in the General Disclosure Package, there are no persons with registration rights or similar rights to have any securities registeredby the Company or any of its subsidiaries under the Securities Act.

(oo) MarginRules. The application of the proceeds received by the Company from the issuance, sale and delivery of the Shares as described inthe General Disclosure Package and the Prospectus will not violate Regulation T, U or X of the Board of Governors of the Federal Reservesystem or any other regulation of such Board of Governors.

(pp) NoBroker’s Fees. Neither the Company nor any of its subsidiaries is a party to any contract, agreement or understanding with anyperson (other than this Agreement) that would give rise to a valid claim against the Company or any of its subsidiaries or the Underwritersfor a brokerage commission, finder’s fee or like payment in connection with the offering and sale of the Shares or any transactioncontemplated by this Agreement, the Registration Statement, the General Disclosure Package or the Prospectus.

(qq) NoRestrictions on Subsidiaries. Except as described in the General Disclosure Package and the Prospectus, no subsidiary of the Companyis currently prohibited, directly or indirectly, under any agreement or other instrument to which it is a party or is subject, from payingany dividends to the Company, from making any other distribution on such subsidiary’s share capital, from repaying to the Companyany loans or advances to such subsidiary from the Company or from transferring any of such subsidiary’s properties or assets tothe Company or any other subsidiary of the Company.

(rr) StampTaxes. No transaction, documentary, stamp, registration, issuance or transfer taxes or similar taxes, fees, fines, charges or duties(including interest, penalties and additions to tax thereto) (“Stamp Taxes”) are payable by or on behalf ofthe Underwriters in the State of Israel or any political subdivision or taxing authority thereof in connection with (i) the authorization,issuance, sale and delivery of the Shares by the Company; (ii) the sale and delivery by the Underwriters of the Shares to purchasers thereof;or (iii) the execution, delivery and performance of, and the consummation of the transactions contemplated by, this Agreement or any otherdocument to be furnished hereunder.

(ss) PFIC.Based on the Company’s most recent audited financial statements and relevant market data, the Company has determined that it isnot a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1296 of the United States InternalRevenue Code of 1966, and the Company is presently not likely to become a PFIC.

(tt) Forward-LookingStatements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the ExchangeAct) contained in either the General Disclosure Package or the Prospectus has been made or reaffirmed without a reasonable basis or hasbeen disclosed other than in good faith.

(uu) Listing.The Company is subject to and in compliance in all material respects with the reporting requirements of Section 13 or Section 15(d) ofthe Exchange Act. The Ordinary Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act and are listed on the NasdaqGlobal Select Market and the  TASE (each, an “Exchange” and collectively, the “Exchanges”),and the Company has taken no action designed to, or reasonably likely to have the effect of, terminating the registration of the OrdinaryShares under the Exchange Act or delisting the Ordinary Shares from either Exchange, nor has the Company received any notification thatthe Commission, FINRA, the Israel Securities Authority or the TASE is contemplating terminating such registration or listings. The Companyis in compliance with the applicable listing requirements of the Exchanges.

(vv) Sarbanes-OxleyAct. There is and has been no failure on the part of the Company or, to the Company’s Knowledge, any of the Company’sofficers or directors, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulationspromulgated in connection therewith, including Section 402 related to loans and Sections 302 and 906 related to certifications.

(ww) NoUnlawful Payments. Neither the Company nor any of its subsidiaries nor, to the Company’s Knowledge, any directory, officer,employee, agent, affiliate or other person acting on behalf of the Company or any subsidiary, has (i) used any corporate funds for unlawfulcontributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any direct or indirect unlawfulpayment to foreign (including Israeli) or domestic government officials or employees, political parties or campaigns, political partyofficials, or candidates for political office from corporate funds, (iii) violated or is in violation of any provision of the U.S. ForeignCorrupt Practices Act of 1977, as amended, or any applicable anti-corruption laws, rules, or regulation of any other jurisdiction in whichthe Company or any subsidiary is organized or conducts business, or (iv) made any other unlawful bribe, rebate, payoff, influence payment,kickback, or other unlawful payment to any person.

(xx) Statisticaland Market Data. The statistical and market related data included in the Registration Statement, the General Disclosure Package andthe Prospectus are based on or derived from sources that the Company believes to be reliable and accurate, and such data agree with thesources from which they are derived.

(yy) Compliancewith Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in the pastfive (5) years in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the U.S.Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Interceptand Obstruct Terrorism Act of 2001 (USA PATRIOT Act), the Israeli Prohibition on Money Laundering Law, 5760-2000, the Israeli Prohibitionon Money Laundering Order, 5761-2001, the Israeli Counter-Terrorism Law, 5776-2016, and any other applicable anti-money laundering lawsor regulations of jurisdictions where the Company and its subsidiaries are organized or conduct business (collectively, the “Anti-MoneyLaundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body orany arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the Knowledgeof the Company, threatened.

(zz) Compliance with Sanctions.

(aaa) NoAssociated Persons; FINRA Matters. Neither the Company nor any of its affiliates (within the meaning of FINRA Rule 5121(f)(1)) directlyor indirectly controls, is controlled by, or is under common control with, or is an associated person (within the meaning of Article I,Section 1(ee) of the By-laws of FINRA) of, any member firm of FINRA. The Company qualifies as an “experienced issuer” (withinthe meaning of FINRA Conduct Rule 5110(j)(6)) for purposes of the exemption from filing under FINRA Conduct Rule 5110(h)(1)(C).

(bbb) CertificationRegarding Beneficial Owners. The Company has delivered to the Representatives a properly completed and executed Certification RegardingBeneficial Owners of Legal Entity Customers (to the extent requested by the Representatives), and, if required, copies of identifyingdocumentation.

(ccc) NoAcquisitions or Dispositions. There are no contracts, letters of intent, term sheets, agreement, arrangements or understandings withrespect to the direct or indirect acquisition or disposition by the Company or any of its subsidiaries of material interests in realor personal property.

(ddd) Exportand Import Laws. Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, ofthe Company and the subsidiaries, and, to the Company’s Knowledge, each of their affiliates and any director, officer, agent oremployee of, or other person acting on behalf of, the Company has acted at all times in the past five (5) years in compliance with applicableExport and Import Laws (as defined below) and there are no claims, complaints, charges, investigations or proceedings pending or expectedor, to the knowledge of the Company, threatened between the Company or any of the subsidiaries and any governmental authority under anyExport or Import Laws. The term “Export and Import Laws” means the Arms Export Control Act, the InternationalTraffic in Arms Regulations, the Export Control Reform Act, the Export Administration Regulations, and all other import, customs, andexport control laws and regulations of the United States Government, and all similar laws and regulations of any governmental authority(including Israeli) with jurisdiction over the Company and its subsidiaries.

(eee) OutboundInvestment Security Program. Neither the Company nor any of its subsidiaries is a “covered foreign person”, as that termis defined in 31 C.F.R. § 850.209. Neither the Company nor any of its subsidiaries currently engages, or has plans to engage, directlyor indirectly, in a “covered activity”, as that term is defined in in 31 C.F.R. § 850.208 (“Covered Activity”).The Company does not have any joint ventures that engages in or plans to engage in any Covered Activity. The Company also does not, directlyor indirectly, hold a board seat on, have a voting or equity interest in, or have any contractual power to direct or cause the directionof the management or policies of any person or persons that engages or plans to engage in any Covered Activity.

(fff) Immunity.Neither the Company nor any of its subsidiaries or assets has any immunity from the jurisdiction of any court or from any legal process(whether through service or notice, attachment prior to judgement, attachment in aid of execution or otherwise) under the laws of theState of Israel.

(ggg) ValidChoice of Law; Enforceability. The choice of laws of the State of New York as the governing law of this Agreement is a valid choiceof law under the laws of the State of Israel and will be honored by the courts of Israel. The Company has the power to submit, and pursuantto Section 18 of this Agreement, has legally, validly, effectively and irrevocably submitted to the personal jurisdiction of the Federaland state courts in the Borough of Manhattan in The City of New York (each, a “New York Court”) and has validlyand irrevocably waived any objection to the laying of venue of any suit, action or proceeding brought in such court. Any final judgmentfor a fixed or readily calculable sum of money rendered by a New York Court having jurisdiction under its own domestic laws and recognizedby the Israeli courts as having jurisdiction to give such final judgment in respect of any suit, action or proceeding against the Companybased upon this Agreement and any instruments or agreements entered into for the consummation of the transactions contemplated hereinwould be declared enforceable against the Company in the Israeli courts. The Company is not aware of any reason why the enforcement inIsrael of such a New York Court judgment would be, as of the date hereof, contrary to the public policy of the State of Israel. The Companyhas the power to designate, appoint and authorize, and pursuant to Section 18 of this Agreement, has legally, validly, effectively andirrevocably designated, appointed and authorized an agent for service of process in any action arising out of or relating to this Agreement,and service of process effected on such authorized agent will be effective to confer valid personal jurisdiction over the Company.

(hhh) Dividends.Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, no approvals are currently requiredby any governmental authority in the State of Israel in order for the Company to pay dividends or other distributions declared by theCompany to the holders of Shares. Under current laws and regulations of the State of Israel and any political subdivision thereof, anyamount payable with respect to the Shares upon liquidation of the Company or upon redemption thereof and dividends and other distributionsdeclared and payable on the share capital of the Company may be paid by the Company in United States dollars or euros and freely transferredout of the State of Israel and without the necessity of obtaining any governmental authorization in the State of Israel or any politicalsubdivision thereof or therein.

(iii) Effectof Certificates. Any certificate signed by or on behalf of the Company and delivered to the Representatives or to counsel for theUnderwriters shall be deemed to be a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

(jjj) Grantsand Incentives. Neither the Company nor any of its subsidiaries (i) has received and/or applied for any material grants, incentives,benefits (including tax benefits) or subsidies from any governmental body, agency or authority, including without limitation, the IsraelInnovation Authority, nor has any outstanding obligations towards such governmental body, agency or authority in each case, except asdisclosed in the Registration Statement, the General Disclosure Package and the Prospectus, nor (ii) is in violation of any condition,requirement or undertaking with respect to (A) any funding, benefits or incentives granted to the Company or any of its subsidiaries underthe Law for Encouragement of Industrial Research, Development and Technological Innovation, 5744-1984 and the regulations, rules and circularspromulgated thereunder, including any instrument of approval or tax ruling granted to any of them in connection therewith, or (B) anygrants, benefits, reduced tax rates or incentives provided to or claimed by the Company or any of its subsidiaries under the Lawfor Encouragement of Capital Investments, 5719-1959 (the “Investment Law”) except, in each case, such violationthat would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any of its subsidiaries has receivedany written notice denying, revoking or adversely modifying any “approved enterprise,” “benefited enterprise,”“preferred enterprise,” “preferred technological enterprise,” “special preferred technological enterprise,”or “industrial company” status with respect to any of them or their facilities or operations or any tax benefits claimed orreceived by the Company or any of its subsidiaries (including, in all such cases, notice of proceedings or investigations related thereto).All information supplied by the Company or any of its subsidiaries with respect to the applications or notifications relating to suchstatus, funding, grants, benefits (including tax benefits), incentives or subsidies, was true, correct and complete in all material respectswhen supplied to the appropriate authorities.

(kkk) IndustrialCompany. The Company qualified as an “Industrial Company” within the definition of the Law for the Encouragement of Industry(Taxes), 5729-1969 in each of the last five years; and absent a change in such law, the Company intends to continue to so qualify for2025.

3.Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained,but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and the Underwritersagree, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth opposite the names of theUnderwriters in Schedule A hereto.

The purchase price per shareto be paid by the Underwriters to the Company for the Shares will be $7.56 per share (the “Purchase Price”).

The Company will deliver theFirm Shares to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository TrustCompany or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names andin such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New Yorktime, on the second (2^nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price thereforby wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company. Timeshall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligationsof each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on June 26, 2025,in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “ClosingDate”. The Closing Date and the location of delivery of, and the form of payment for, the Firm Shares may be varied by agreementbetween the Company and the Representatives.

The Company, in the eventthe Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of thecertificates through the facilities of The Depository Trust Company, shall make certificates for the Firm Shares available to the Representativesfor examination on behalf of the Underwriters in New York, New York at least one (1) full business day prior to the Closing Date.

The Underwriters may purchaseall or less than all of the Optional Shares. The price per share to be paid for the Optional Shares shall be the Purchase Price. The Companyagrees to sell to the Underwriters the number of Optional Shares specified in the written notice delivered by the Representatives to theCompany described below and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. The option granted herebymay be exercised as to all or any part of the Optional Shares at any time, and from time to time, provided however, that noticeof such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Shares shall besold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the OptionalShares or any portion thereof may be surrendered and terminated at any time upon notice by Representatives to the Company.

The option granted herebyshall be exercised by written notice being given to the Company by the Representatives setting forth the number of Optional Shares tobe purchased by the Underwriters and the date and time for delivery of and payment for the Optional Shares. Each date and time for deliveryof and payment for the Optional Shares (which may be the Closing Date, but not earlier) is herein called the “Option ClosingDate” and shall in no event be earlier than one (1) business days nor later than five (5) business days after written noticeis given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.”

The Company will deliver theOptional Shares to the Representatives for the respective accounts of the several Underwriters through the facilities of The DepositoryTrust Company or, at the election of the Representatives, in the form of definitive certificates, issued in such names and in such denominationsas the Representatives may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2^nd)full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal(same day) funds to an account at a bank acceptable to the Representatives payable to the order of the Company, all at the offices ofDLA Piper LLP (US). Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a furthercondition of the obligations of each Underwriter hereunder. The Company, in the event the Representatives elect to have the Underwriterstake delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The DepositoryTrust Company, shall make the certificates for the Optional Shares available to the Representatives for examination on behalf of the Underwritersin New York, New York not later than 10:00 A.M., New York Time, at least one (1) full business day prior to the Option Closing Date. TheOption Closing Date and the location of delivery of, and the form of payment for, the Optional Shares may be varied by agreement betweenthe Company and the Representatives.

The several Underwriters proposeto offer the Shares for sale upon the terms and conditions set forth in the Prospectus. The Company acknowledges and agrees that the Underwritersmay offer and sell Shares to or through any affiliate of an Underwriter.

4.Further Agreements Of The Company. The Company agrees with the several Underwriters:

(a) RequiredFilings; Amendments or Supplements; Notice to the Representative. To prepare a Rule 462(b) Registration Statement, if necessary,in a form approved by the Representatives and file such Rule 462(b) Registration Statement with the Commission by 10:00 P.M., New Yorktime, on the date hereof, and the Company shall at the time of filing either pay to the Commission the filing fee for such Rule 462(b)Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Rules and Regulations;to prepare the Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectivenessof the Registration Statement in reliance on Rule 430B of the Rules and Regulations and to file such Prospectus pursuant to Rule 424(b)of the Rules and Regulations not later than the second business (2^nd) day following the execution and delivery of this Agreementor, if applicable, such earlier time as may be required by the Securities Act; to notify the Representatives immediately of the Company’sintention to file or prepare any supplement or amendment to the Registration Statement or to the Prospectus and to make no amendmentor supplement to the Registration Statement, the General Disclosure Package or to the Prospectus to which the Representatives shall reasonablyobject by notice to the Company after a reasonable period to review; to advise the Representatives, promptly after it receives noticethereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the GeneralDisclosure Package or the Prospectus or any amended Prospectus or any Issuer Free Writing Prospectus has been filed and to furnish theUnderwriters with copies thereof; to file promptly all material required to be filed by the Company with the Commission pursuant to Rules433(d) or 163(b)(2) of the Rules and Regulations, as the case may be; to file promptly all reports required to be filed by the Companywith the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and forso long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) is requiredin connection with the offering or sale of the Shares; to advise the Representatives, promptly after it receives notice thereof, of theissuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any IssuerFree Writing Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction,of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementingof the Registration Statement, the General Disclosure Package or the Prospectus or for additional information; and, in the event of theissuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectusor the Prospectus or suspending any such qualification, and promptly to use its best efforts to obtain the withdrawal of such order.

(b) PermittedFree Writing Prospectus. The Company represents and agrees that, unless it obtains the prior written consent of the Representativesnot to be unreasonably withheld, conditioned or delayed, it has not made and will not, other than the final term sheet prepared and filedpursuant to Section 4(e) hereof, make any offer relating to the Shares that would constitute a “free writing prospectus”as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, a“Permitted Free Writing Prospectus”); provided that the prior written consent of the Representativeshereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto. TheCompany represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free WritingProspectus, comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus,including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action thatwould result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulationsa free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required tofile thereunder.

(c) OngoingCompliance. If at any time prior to the date when a prospectus relating to the Shares is required to be delivered (or in lieu thereof,the notice referred to in Rule 173(a) under the Securities Act) any event occurs or condition exists as a result of which the Prospectusas then amended or supplemented would include any untrue statement of a material fact, or omit to state any material fact necessary tomake the statements therein, in light of the circumstances under which they were made when the Prospectus is delivered (or in lieu thereof,the notice referred to in Rule 173(a) of the Rules and Regulations), not misleading, or if it is necessary at any time to amend or supplementthe Registration Statement or the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectusto comply with the Securities Act or the Exchange Act, that the Company will promptly notify the Representatives thereof and upon theirrequest will prepare an appropriate amendment or supplement or upon their request make an appropriate filing pursuant to Section 13or 14 of the Exchange Act in form and substance satisfactory to the Representatives which will correct such statement or omission or effectsuch compliance and will use its reasonable best efforts to have any amendment to the Registration Statement declared effective as soonas possible. The Company will furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representativesmay from time to time reasonably request of such amendment or supplement. In case any Underwriter is required to deliver a prospectus(or in lieu thereof, the notice referred to in Rule 173(a) of the Rules and Regulations) relating to the Shares, the Company upon therequest of the Representatives will prepare promptly an amended or supplemented Prospectus as may be necessary to permit compliance withthe requirements of Section 10(a)(3) of the Securities Act and deliver to such Underwriter as many copies as such Underwriter may requestof such amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act.

(d) Amendmentto General Disclosure Package. If the General Disclosure Package is being used to solicit offers to buy the Shares at a time whenthe Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Companyor in the reasonable opinion of the Representatives, it becomes necessary to amend or supplement the General Disclosure Package in orderto make the statements therein, in the light of the circumstances then prevailing, not misleading, or to make the statements therein notconflict with the information contained or incorporated by reference in the Registration Statement then on file and not superseded ormodified, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Companypromptly will either (i) prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriateamendment or supplement to the General Disclosure Package or (ii) prepare and file with the Commission an appropriate filing under theExchange Act which shall be incorporated by reference in the General Disclosure Package so that the General Disclosure Package as so amendedor supplemented will not, in the light of the circumstances then prevailing, be misleading or conflict with the Registration Statementthen on file, or so that the General Disclosure Package will comply with law.

(e) Amendmentto Issuer Free Writing Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occursan event or development as a result of which such Issuer Free Writing Prospectus conflicted or will conflict with the information containedin the Registration Statement, Pricing Prospectus or Prospectus, including any document incorporated by reference therein and any prospectussupplement deemed to be a part thereof and not superseded or modified or included or would include an untrue statement of a material factor omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein,in the light of the circumstances prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptlynotify the Representatives so that any use of the Issuer Free Writing Prospectus may cease until it is amended or supplemented and haspromptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correctsuch conflict, untrue statement or omission. The foregoing sentence does not apply to statements in or omissions from any Issuer FreeWriting Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representativesby or on behalf of any Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriters’Information.

(f) Deliveryof Registration Statement. To the extent not available on the Commission’s Electronic Data Gathering, Analysis and Retrievalsystem or any successor system (“EDGAR”), upon the request of the Representatives, to furnish promptly to theRepresentatives and to counsel for the Underwriters a signed copy of the Registration Statement as originally filed with the Commission,and of each amendment thereto filed with the Commission, including all consents and exhibits filed therewith.

(g) Deliveryof Copies. Upon request of the Representatives, to the extent not available on EDGAR, to deliver promptly to the Representativesin New York City such number of the following documents as the Representatives shall reasonably request: (i) conformed copies of theRegistration Statement as originally filed with the Commission (in each case excluding exhibits), (ii) each Preliminary Prospectus, (iii)any Issuer Free Writing Prospectus, (iv) the Prospectus (the delivery of the documents referred to in clauses (i), (ii), (iii) and (iv)of this paragraph (g) to be made not later than 10:00 A.M., New York time, on the business day following the execution and delivery ofthis Agreement), (v) conformed copies of any amendment to the Registration Statement (excluding exhibits), (vi) any amendment or supplementto the General Disclosure Package or the Prospectus (the delivery of the documents referred to in clauses (v) and (vi) of this paragraph(g) to be made not later than 10:00 A.M., New York City time, on the business day following the date of such amendment or supplement),and (vii) any document incorporated by reference in the General Disclosure Package or the Prospectus (excluding exhibits thereto) (thedelivery of the documents referred to in clause (vi) of this paragraph (g) to be made not later than 10:00 A.M., New York City time,on the business day following the date of such document).

(h) EarningsStatement. To make generally available to its shareholders as soon as practicable, but in any event not later than sixteen (16) monthsafter the effective date of the Registration Statement (as defined in Rule 158(c) of the Rules and Regulations), an earnings statementof the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act (including, at theoption of the Company, Rule 158).

(i) BlueSky Compliance. To take promptly from time to time such actions as the Representatives may reasonably request to qualify the Sharesfor offering and sale under the securities or Blue Sky laws of such jurisdictions (domestic or foreign) as the Representatives may reasonablydesignate and to continue such qualifications in effect, and to comply with such laws, for so long as required to permit the offer andsale of Shares in such jurisdictions; provided that the Company and its subsidiaries shall not be obligated to (i) qualify as foreigncorporations in any jurisdiction in which they are not so qualified, (ii) file a general consent to service of process in any jurisdictionor (iii) subject itself to taxation in any such jurisdiction if it is not otherwise so subject.

(j) Reports.Upon request, during the period of five (5) years from the date hereof, to deliver to each of the Underwriters, (i) as soon as they areavailable, copies of all reports or other communications (financial or other) furnished to shareholders, and (ii) as soon as they areavailable, copies of any reports and financial statements furnished or filed with the Commission or any national securities exchange onwhich the Shares are listed. However, so long as the Company is subject to the reporting requirements of either Section 13 or Section15(d) of the Exchange Act and is timely filing reports EDGAR, it is not required to furnish such reports or statements to the Underwriters.

(k) Lock-Up.During the period commencing on and including the date hereof and ending on and including the 75th day following the date of this Agreement,(the “Lock-Up Period”) the Company will not, without the prior written consent of the Representatives (whichconsent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell (including, without limitation,any short sale), assign, transfer, pledge, contract to sell, establish an open “put equivalent position” within the meaningof Rule 16a-1(h) under the Exchange Act, or otherwise dispose of, or announce the offering of, or submit or file any registration statementunder the Securities Act in respect of, any Ordinary Shares, options, rights or warrants to acquire Ordinary Shares or securities exchangeableor exercisable for or convertible into Ordinary Shares (other than is contemplated by this Agreement with respect to the Shares) or publiclyannounce any intention to do any of the foregoing; provided, however, that the Company may (i) issue Ordinary Shares and optionsto purchase Ordinary Shares, Ordinary Shares underlying options granted and other securities, each pursuant to any director or employeeshare option plan, share ownership plan or dividend reinvestment plan of the Company in effect on the date hereof and described in theGeneral Disclosure Package; (ii) issue Ordinary Shares pursuant to the conversion of securities or the exercise of warrants, which securitiesor warrants are outstanding on the date hereof and described in the General Disclosure Package (including the issuances of Ordinary Sharesupon the amendment or conversion of the Lynrock Note, as described in the General Disclosure Package); (iii) adopt a new equity incentiveplan, and file a registration statement on Form S-8 under the Securities Act to register the offer and sale of securities to be issuedpursuant to such new equity incentive plan, and issue securities pursuant to such new equity incentive plan (including, without limitation,the issuance of Ordinary Shares upon the exercise of options or other securities issued pursuant to such new equity incentive plan). TheCompany will cause each person and entity listed in Schedule D to furnish to the Representatives, prior to the Closing Date, a“lock-up” agreement, substantially in the form of Exhibit I hereto. In addition, the Company will direct the transferagent to place stop transfer restrictions upon any such securities of the Company that are bound by such “lock-up” agreements.

(l) Deliveryof SEC Correspondence. To supply the Underwriters with copies of all correspondence to and from, and all documents issued to and by,the Commission in connection with the registration of the Shares under the Securities Act or any of the Registration Statement, any PreliminaryProspectus or the Prospectus, or any amendment or supplement thereto or document incorporated by reference therein.

(m) StampTaxes. Without duplication of any amounts that may be paid by the Company under Section 4 hereof, the Company will indemnify and holdharmless the Underwriters and/or their affiliates against any Stamp Taxes imposed by the State of Israel or any other jurisdiction inconnection with (A) the authorization, issuance, sale and delivery of the Shares by the Company; (B) the sale and delivery by the Underwritersand/or their affiliates of the Shares to purchasers thereof; or (C) the execution, delivery and performance of, and the consummation ofthe transactions contemplated by, this Agreement or any other document to be furnished hereunder.

(n) PaymentsFree of Taxes. All payments made or to be made, or deemed to be made, by or on behalf of the Company under this Agreement to an Underwriteror its affiliates, directors, officers, managers, members, employees, representatives and agents and each person, if any, who controlssuch Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Payee”)shall be made exclusive of, free and clear of and without withholding or deduction for or on account of any present or future taxes, duties,assessments or governmental charges of whatever nature imposed or levied by or on behalf of the State of Israel or any other jurisdictionin which the Company is organized or incorporated, engaged in business for tax purposes or is otherwise resident for tax purposes or hasa permanent establishment, any jurisdiction from or through which a payment is made by or on behalf of the Company, or any political subdivision,authority or agency in or of any of the foregoing having power to tax, unless the Company is or becomes required by law to withhold ordeduct such taxes, duties, assessments or governmental charges. In such event, the Company will pay such additional amounts as will result,after all such withholdings or deductions (including, for the avoidance of doubt, from any additional amounts), in the receipt by eachPayee of the amounts that would otherwise have been received had no such deduction or withholding been required or made, provided, thatthe Company shall not be liable to pay any such additional amounts to the extent that such taxes, duties, assessments, governmental charges,withholding or deduction was imposed on such Payee solely as a result of such Payee being a tax resident of, being organized or incorporatedin, or having a permanent establishment in, such jurisdiction imposing such taxes, duties, assessments, governmental charges, withholdingor deduction or as a result of any present or former connection (other than any connection arising as a result of the execution and deliveryof, or performance of, its obligations under this Agreement or receipt of any payments or enforcement of rights hereunder) between thePayee and such jurisdiction imposing such taxes, duties, assessments, governmental charges, withholding or deduction. Upon request, theCompany shall provide to the Representatives evidence of any amounts withheld or deducted pursuant to the terms of this Section and shallalso provide to the Representatives any tax receipt or other documentation issued by the appropriate governmental authorities with respectto the payment of such amounts to such governmental authorities. If requested by the Company, the relevant Underwriter shall reasonablycooperate with the Company, by providing reasonably required information for the Company that the relevant Underwriter is legally entitledto provide and the provision of which does not cause a material prejudice to such Underwriter’s legal or commercial position, tothe extent necessary, for the Company to obtain an exemption certificate from withholding or deduction in connection with the paymentsunder this Agreement. All sums payable or deemed payable by the Company under this Agreement shall be considered exclusive of value addedtax, sales tax or similar taxes, which taxes shall be borne, paid, collected and remitted by the Company, if and as applicable.

(o) PressReleases. Prior to the Closing Date, not to issue any press release or other communication directly or indirectly or hold any pressconference with respect to the Company, its condition, financial or otherwise, or earnings, business affairs or business prospects (exceptfor routine oral marketing communications in the ordinary course of business and consistent with the past practices of the Company andof which the Representatives are notified), without the prior consent of the Representatives, unless in the judgment of the Company andits counsel, and after notification to the Representatives, such press release or communication is required by law.

(p) Compliancewith Regulation M. Until the Underwriters shall have notified the Company of the completion of the resale of the Shares, that theCompany will not, and will use its reasonable best efforts to cause its affiliated purchasers (as defined in Regulation M under the ExchangeAct) not to, either alone or with one or more other persons, bid for or purchase, for any account in which it or any of its affiliatedpurchasers has a beneficial interest, any Shares, or attempt to induce any person to purchase any Shares; and not to, and to use its reasonablebest efforts to cause its affiliated purchasers not to, make bids or purchase for the purpose of creating actual, or apparent, activetrading in or of raising the price of the Shares.

(q) Registrarand Transfer Agent. To maintain, at its expense, a registrar and transfer agent for the Shares.

(r) Useof Proceeds. To apply the net proceeds from the sale of the Shares as set forth in the Registration Statement, the General DisclosurePackage and the Prospectus under the heading “Use of Proceeds,” and except as disclosed in the General Disclosure Package,the Company does not intend to use any of the proceeds from the sale of the Shares hereunder to repay any outstanding debt owed to anyaffiliate of any Underwriter.

(s) ExchangeListing. To use its reasonable best efforts to list for quotation the Shares on the Nasdaq Global Select Market and the TASE.

(t) Performanceof Covenants and Satisfaction of Conditions. To use its reasonable best efforts to do and perform all things required to be done orperformed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of theFirm Shares and the Optional Shares.

5. Paymentof Expenses. The Company agrees to pay, or reimburseif paid by any Underwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated: (a) thecosts incident to the authorization, issuance, sale, preparation and delivery of the Shares and any taxes payable in that connection;(b) the costs incident to the registration of the Shares under the Securities Act; (c) the costs incident to the preparation, printingand distribution of the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus, theGeneral Disclosure Package, the Prospectus, any amendments, supplements and exhibits thereto or any document incorporated by referencetherein and the costs of printing, reproducing and distributing, this Agreement and any closing documents by mail, telex or other meansof communications; (d) the fees and expenses (including related fees and expenses of counsel for the Underwriters) incurred in connectionwith securing any required review by FINRA of the terms of the sale of the Shares and any filings made with FINRA, up to an aggregateof $20,000; (e) any applicable listing or other fees; (f) the fees and expenses (including related fees and expenses of counsel to theUnderwriters) of qualifying the Shares under the securities laws of the several jurisdictions as provided in Section 4(i) and of preparing,printing and distributing wrappers, Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and printing share certificates;(h) all fees and expenses of the registrar and transfer agent of the Shares; (i) transaction related expenses incurred by the Underwritersup to an aggregate of $30,000 (exclusive of the fees and expenses provided for in clause (d) above); (j) the costs and expenses of theCompany relating to investor presentations on any “road show” undertaken in connection with the marketing of the offeringof the Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expensesassociated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the roadshow presentations with the prior approval of the Company, travel and lodging expenses of the officers of the Company and such consultants,including the cost of any aircraft chartered in connection with the road show, and (k) all other costs and expenses incident to the offeringof the Shares or the performance of the obligations of the Company under this Agreement (including, without limitation, the fees and expensesof the Company’s counsel and the Company’s independent accountants; provided that, except to the extent otherwise providedin this Section 5 and in Sections 9 and 10, the Underwriters shall pay their own costs and expenses, including the fees and expenses oftheir counsel not contemplated herein, and the expenses of advertising any offering of the Shares made by the Underwriters.

6. Conditionsof Underwriters’ Obligations. The respective obligations of the several Underwriters hereunder are subject to the accuracy,when made and as of the Applicable Time and on such Closing Date, of the representations and warranties of the Company contained herein,to the accuracy of the statements of the Company made in any certificates delivered to the Representatives or to counsel for the Underwriters,to the performance by the Company of its obligations hereunder, and to each of the following additional terms and conditions:

(a) RegistrationCompliance; No Stop Orders. The Registration Statement has become effective under the Securities Act, and no stop order suspendingthe effectiveness of the Registration Statement or any part thereof, preventing or suspending the use of any Preliminary Prospectus,the Prospectus or any Permitted Free Writing Prospectus or any part thereof shall have been issued and no proceedings for that purposeor pursuant to Section 8A under the Securities Act shall have been initiated or threatened by the Commission, and all requests for additionalinformation on the part of the Commission (to be included or incorporated by reference in the Registration Statement or the Prospectusor otherwise) shall have been complied with to the reasonable satisfaction of the Representatives; any Rule 462(b) Registration Statement,each Issuer Free Writing Prospectus and the Prospectus shall have been filed with the Commission within the applicable time period prescribedfor such filing by, and in compliance with, the Rules and Regulations and in accordance with Section 4(a), and any Rule 462(b) RegistrationStatement, shall have become effective immediately upon its filing with the Commission; and FINRA shall have raised no unresolved objectionto the fairness and reasonableness of the terms of this Agreement or the transactions contemplated hereby.

(a) NoMaterial Misstatements. None of the Underwriters shall have discovered and disclosed to the Company on or prior to such Closing Datethat the Registration Statement or any amendment or supplement thereto contains an untrue statement of a fact which, in the opinion ofcounsel for the Underwriters, is material or omits to state any fact which, in the opinion of such counsel, is material and is requiredto be stated therein or is necessary to make the statements therein not misleading, or that the General Disclosure Package, any IssuerFree Writing Prospectus or the Prospectus or any amendment or supplement thereto contains an untrue statement of fact which, in the opinionof such counsel, is material or omits to state any fact which, in the opinion of such counsel, is material and is necessary in order tomake the statements, in the light of the circumstances in which they were made, not misleading.

(b) CorporateProceedings. All corporate proceedings incident to the authorization, form and validity of each of this Agreement, the Shares, theRegistration Statement, the General Disclosure Package, each Issuer Free Writing Prospectus and the Prospectus and the transactions contemplatedhereby shall be reasonably satisfactory in all material respects to counsel for the Underwriters, and the Company shall have furnishedto such counsel all documents and information that they may reasonably request to enable them to pass upon such matters.

(c) Opinionand 10b-5 Statement of U.S. Counsel for the Company. Paul Hastings LLP, US counsel for the Company, shall have furnished to the Representativessuch counsel’s written opinion and 10b-5 Statement, as counsel to the Company, addressed to the Underwriters and dated such ClosingDate, in form and substance reasonably satisfactory to the Representatives.

(d) Opinionof Israeli Counsel for the Company. Goldfarb Gross Seligman & Co., Israeli counsel for the Company, shall have furnishedto the Representatives such counsel’s written opinion, as counsel to the Company, addressed to the Underwriters and dated such ClosingDate, in form and substance reasonably satisfactory to the Representatives.

(e) Opinionand 10b-5 Statement of Counsel for the Underwriters. The Representatives shall have received from DLA Piper LLP (US), U.S. counselfor the Underwriters, such opinion or opinions and 10b-5 Statement, dated such Closing Date, with respect to such matters as the Underwritersmay reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to passupon such matters.

(f) ComfortLetter. At the time of the execution of this Agreement, the Representatives shall have received from Kost Forer Gabbay & Kasierer,a member of EY Global, a letter, addressed to the Underwriters, executed and dated such date, in form and substance satisfactory to theRepresentatives (i) confirming that they are an independent registered accounting firm with respect to the Company and its subsidiarieswithin the meaning of the Securities Act and the Rules and Regulations and PCAOB and (ii) stating the conclusions and findings of suchfirm, of the type ordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financialstatements and certain financial information contained or incorporated by reference in the Registration Statement, the General DisclosurePackage and the Prospectus.

(g) BringDown Comfort. On the effective date of any post-effective amendment to the Registration Statement and on such Closing Date, theRepresentatives shall have received a letter (the “bring-down letter”) from Kost Forer Gabbay &Kasierer, a member of EY Global, addressed to the Underwriters and dated such Closing Date confirming, as of the date of thebring-down letter (or, with respect to matters involving changes or developments since the respective dates as of which specifiedfinancial information is given in the General Disclosure Package and the Prospectus, as the case may be, as of a date not more thanthree (3) business days prior to the date of the bring-down letter), the conclusions and findings of such firm, of the typeordinarily included in accountants’ “comfort letters” to underwriters, with respect to the financial informationand other matters covered by its letter delivered to the Representatives concurrently with the execution of this Agreement pursuantto paragraph (i) of this Section 6.

(h) Officer’sCertificate. The Company shall have furnished to the Representatives a certificate, dated such Closing Date, of its Chairman of theBoard or Chief Executive Officer and its Chief Financial Officer stating in their respective capacities as officers of the Company onbehalf of the Company that (i) no stop order suspending the effectiveness of the Registration Statement (including, for avoidance of doubt,any Rule 462(b) Registration Statement), or any post-effective amendment thereto, shall be in effect and no proceedings for such purposeshall have been instituted or, to their knowledge, threatened by the Commission, (ii) for the period from and including the date of thisAgreement through and including such Closing Date, there has not occurred any Material Adverse Effect, (iii) to their knowledge, afterreasonable investigation, as of such Closing Date, the representations and warranties of the Company in this Agreement are true and correctand the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at orprior to such Closing Date, and (iv) there has not been, subsequent to the date of the most recent audited financial statements includedor incorporated by reference in the General Disclosure Package, any Material Adverse Effect in the financial position or results of operationsof the Company, or any change or development that, singularly or in the aggregate, would reasonably be expected to involve a MaterialAdverse Effect, except as set forth in the General Disclosure Package and the Prospectus.

(i) NoMaterial Adverse Effect. Since the date of the latest audited financial statements included in the General Disclosure Package orincorporated by reference in the General Disclosure Package as of the date hereof, (i) neither the Company nor any of itssubsidiaries shall have sustained any loss or interference with its business from fire, explosion, flood or other calamity, whetheror not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forthin the General Disclosure Package, and (ii) there shall not have been any change in the share capital or long-term debt of theCompany or any of its subsidiaries, or any change, or any development involving a prospective change, in or affecting the business,general affairs, management, financial position, shareholders’ equity or results of operations of the Company and itssubsidiaries, otherwise than as set forth in the General Disclosure Package, the effect of which, in any such case described inclause (i) or (ii) of this paragraph (l), is, in the judgment of the Representatives, so material and adverse as to make itimpracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in theGeneral Disclosure Package.

(j) NoLegal Impediment to Issuance. No action shall have been taken and no law, statute, rule, regulation or order shall have been enacted,adopted or issued by any governmental or regulatory agency or body which would prevent the issuance or sale of the Shares; and no injunction,restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued which wouldprevent the issuance or sale of the Shares or materially and adversely affect or potentially materially and adversely affect the businessor operations of the Company.

(k) NoDowngrade. Subsequent to the execution and delivery of this Agreement (i) no downgrading shall have occurred in the Company’scorporate credit rating or the rating accorded the Company’s debt securities by any “nationally recognized statistical ratingorganization,” as that term is defined by the Commission for purposes of Rule 436(g)(2) of the Rules and Regulations and (ii) nosuch organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implicationsof a possible upgrading), the Company’s corporate credit rating or the rating of any of the Company’s debt securities.

(l) MarketConditions. Subsequent to the execution and delivery of this Agreement there shall not have occurred any of the following: (i) tradingin any of the Company’s securities shall have been suspended or materially limited by the Commission or an Exchange, or tradingin securities generally on the New York Stock Exchange, Nasdaq Global Select Market, Nasdaq Global Market, Nasdaq Capital Market, theNYSE MKT LLC, the TASE, or in the over-the-counter market, or trading in any securities of the Company on any exchange or in the over-the-countermarket, shall have been suspended or materially limited, or minimum or maximum prices or maximum range for prices shall have been establishedon any such exchange or such market by the Commission, by such exchange or market or by any other regulatory body or governmental authorityhaving jurisdiction, (ii) a banking moratorium shall have been declared by Federal, state or Israeli authorities or a material disruptionhas occurred in commercial banking or securities settlement or clearance services in the United States or Israel, (iii) the United Statesshall have become engaged in hostilities, or the subject of an act of terrorism, or there shall have been an outbreak of or escalationin hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United Statesor (iv) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effectof international conditions on the financial markets in the United States shall be such) as to make it, in the judgment of the Representatives,impracticable or inadvisable to proceed with the sale or delivery of the Shares on the terms and in the manner contemplated in the GeneralDisclosure Package and the Prospectus.

(m) ExchangeListing. Prior to the first Closing Date, the Company shall have submitted a Notification: Listing of Additional Shares with the NasdaqStock Market. In addition, prior to the first Closing Date, the Shares shall have been approved in principle for listing on the TASE bythe TASE, subject only to official notice of issuance, and the Underwriters or their counsel shall have received, on or prior to suchdate, a copy of such approval in principle of the TASE for the listing for trade of the Shares, which approval (or a final approval issuedby the TASE for the listing of the such Shares) shall be in full force and effect on each Closing Date.

(n) GoodStanding. The Representatives shall have received on and as of such Closing Date satisfactory evidence of the good standing of theCompany and its subsidiaries in their respective jurisdictions of organization and their good standing as foreign entities in such otherjurisdictions as the Representatives may reasonably request, in each case in writing or any standard form of telecommunication from theappropriate governmental authorities of such jurisdictions.

(o) LockUp Agreements. The Representatives shall have received the written agreements, substantially in the form of Exhibit Ihereto, of the officers, directors, shareholders, optionholders and warrantholders of the Company listed in Schedule D to thisAgreement.

(p) Secretary’sCertificate. The Company shall have furnished to the Representatives a Secretary’s Certificate of the Company, in form and substancereasonably satisfactory to counsel for the Underwriters and customary for the type of offering contemplated by this Agreement.

(q) AdditionalDocuments. On or prior to such Closing Date, the Company shall have furnished to the Representatives such further certificates anddocuments as the Representatives may reasonably request.

All opinions, letters, evidenceand certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only ifthey are in form and substance reasonably satisfactory to counsel for the Underwriters.

7. Indemnificationand Contribution.

(a) Indemnificationof Underwriters by the Company. The Company shall indemnify and hold harmless:

each Underwriter, its affiliates, directors,officers, managers, members, employees, representatives and agents and each person, if any, who controls any Underwriter within the meaningof Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Underwriter Indemnified Parties,”and each an “Underwriter Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever(or any action, investigation or proceeding in respect thereof), joint or several, to which such Underwriter Indemnified Party may becomesubject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceedingarises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of theRules and Regulations, the Registration Statement, the Prospectus, or in any amendment or supplement thereto or document incorporatedby reference therein or in any materials or information provided to investors by, or with the approval of, the Company in connection withthe marketing of the offering of the Shares, including any roadshow or investor presentations made to investors by the Company (whetherin person or electronically) (“Marketing Materials”) or (B) the omission or alleged omission to state in anyPreliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuantto Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto ordocument incorporated by reference therein, or in any Marketing Materials, a material fact required to be stated therein or necessaryto make the statements therein not misleading, and shall reimburse each Underwriter Indemnified Party promptly upon demand for any legalfees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend,or defending against, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim,damage, expense, liability, action, investigation or proceeding, as such fees and expenses are incurred; provided, however,that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, expense or liability arises outof or is based upon an untrue statement or alleged untrue statement in, or omission or alleged omission from any Preliminary Prospectus,the Registration Statement or the Prospectus, or any such amendment or supplement thereto, any Issuer Free Writing Prospectus or any MarketingMaterials made in reliance upon and in conformity with written information furnished to the Company through the Representatives by oron behalf of any Underwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’Information.

Each indemnity agreement in this Section7(a) is not exclusive and is in addition to each other indemnity agreement in this Section 7(a) and each other liability which the Companymight have under this Agreement or otherwise, and shall not limit any rights or remedies which may otherwise be available under this Agreement,at law or in equity to any Underwriter Indemnified Party.

(b) Indemnificationof Company by the Underwriters. Each Underwriter, severally and not jointly, shall indemnify and hold harmless the Company and itsdirectors, its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning ofSection 15 of the Securities Act or Section 20 of the Exchange Act (collectively the “Company Indemnified Parties”and each a “Company Indemnified Party”) against any loss, claim, damage, expense or liability whatsoever (orany action, investigation or proceeding in respect thereof), joint or several, to which such Company Indemnified Party may become subject,under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arisesout of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Prospectus,any Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) of theRules and Regulations, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, or (ii) the omission oralleged omission to state in any Preliminary Prospectus, any Issuer Free Writing Prospectus, any “issuer information” filedor required to be filed pursuant to Rule 433(d) of the Rules and Regulations, the Registration Statement or the Prospectus, or in anyamendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading,but in each case only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made inreliance upon and in conformity with written information furnished to the Company through the Representatives by or on behalf of thatUnderwriter specifically for use therein, which information the parties hereto agree is limited to the Underwriters’ Information,and shall reimburse the Company Indemnified Parties for any legal or other expenses reasonably incurred by such party in connection withinvestigating or preparing to defend or defending against or appearing as third party witness in connection with any such loss, claim,damage, liability, action, investigation or proceeding, as such fees and expenses are incurred. This indemnity agreement is not exclusiveand will be in addition to any liability which the Underwriters might otherwise have and shall not limit any rights or remedies whichmay otherwise be available under this Agreement, at law or in equity to the Company Indemnified Parties.

(c)       Promptlyafter receipt by an indemnified party under this Section 7 of notice of the commencement of any action, the indemnified party shall, ifa claim in respect thereof is to be made against an indemnifying party under this Section 7, notify such indemnifying party in writingof the commencement of that action; provided, however, that the failure to notify the indemnifying party shall not relieve it fromany liability which it may have under this Section 7 except to the extent it has been materially prejudiced by such failure; and, provided,further, that the failure to notify an indemnifying party shall not relieve it from any liability which it may have to an indemnifiedparty otherwise than under this Section 7. If any such action shall be brought against an indemnified party, and it shall notify the indemnifyingparty thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it wishes, jointly with any othersimilarly notified indemnifying party, to assume the defense of such action with counsel reasonably satisfactory to the indemnified party(which counsel shall not, except with the written consent of the indemnified party, be counsel to the indemnifying party). After noticefrom the indemnifying party to the indemnified party of its election to assume the defense of such action, except as provided herein,the indemnifying party shall not be liable to the indemnified party under Section 7 for any legal or other expenses subsequently incurredby the indemnified party in connection with the defense of such action other than reasonable costs of investigation; provided, however,that any indemnified party shall have the right to employ separate counsel in any such action and to participate in the defense of suchaction but the fees and expenses of such counsel (other than reasonable costs of investigation) shall be at the expense of such indemnifiedparty unless (i) the employment thereof has been specifically authorized in writing by the Company in the case of a claim for indemnificationunder Section 7(a) or the Representatives in the case of a claim for indemnification under Section 7(b), (ii) such indemnified party shallhave been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional tothose available to the indemnifying party, or (iii) the indemnifying party has failed to assume the defense of such action and employcounsel reasonably satisfactory to the indemnified party within a reasonable period of time after notice of the commencement of the actionor the indemnifying party does not diligently defend the action after assumption of the defense, in which case, if such indemnified partynotifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, the indemnifyingparty shall not have the right to assume the defense of (or, in the case of a failure to diligently defend the action after assumptionof the defense, to continue to defend) such action on behalf of such indemnified party and the indemnifying party shall be responsiblefor legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action; provided,however, that, the indemnifying party shall not, in connection with any one such action or separate but substantially similar orrelated actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable feesand expenses of more than one separate firm of attorneys at any time for all such indemnified parties (in addition to any local counsel),which firm shall be designated in writing by the Representatives if the indemnified parties under this Section 7 consist of any UnderwriterIndemnified Party or by the Company if the indemnified parties under this Section 7 consist of any Company Indemnified Parties. Subjectto this Section 7(c), the amount payable by an indemnifying party under Section 7 shall include, but not be limited to, (x) reasonablelegal fees and expenses of counsel to the indemnified party and any other expenses in investigating, or preparing to defend or defendingagainst, or appearing as a third party witness in respect of, or otherwise incurred in connection with, any action, investigation, proceedingor claim, and (y) all amounts paid in settlement of any of the foregoing. No indemnifying party shall, without the prior written consentof the indemnified parties, settle or compromise or consent to the entry of judgment with respect to any pending or threatened actionor any claim whatsoever, in respect of which indemnification or contribution could be sought under this Section 7 (whether or not theindemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditionalrelease of each indemnified party in form and substance reasonably satisfactory to such indemnified party from all liability arising outof such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or onbehalf of any indemnified party. Subject to the provisions of the following sentence, no indemnifying party shall be liable for settlementof any pending or threatened action or any claim whatsoever that is effected without its written consent, but if settled with its writtenconsent or if there be a judgment for the plaintiff in any such matter, the indemnifying party agrees to indemnify and hold harmless anyindemnified party from and against any loss or liability by reason of such settlement or judgment. In addition, if at any time an indemnifiedparty shall have requested that an indemnifying party reimburse the indemnified party for fees and expenses of counsel, such indemnifyingparty agrees that it shall be liable for any settlement of the nature contemplated by Section 7(a) effected without its written consentif (i) such settlement is entered into more than forty-five (45) days after receipt by such indemnifying party of the request for reimbursement,(ii) such indemnifying party shall have received notice of the terms of such settlement at least thirty (30) days prior to such settlementbeing entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such requestprior to the date of such settlement.

(d) Ifthe indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party underSection 7(a) or 7(b), then each indemnifying party shall, in lieu of indemnifying such indemnified party, contribute to the amountpaid, payable or otherwise incurred by such indemnified party as a result of such loss, claim, damage, expense or liability (or anyaction, investigation or proceeding in respect thereof), as incurred, (i) in such proportion as shall be appropriate to reflect therelative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Shares, or (ii)if the allocation provided by clause (i) of this Section 7(d) is not permitted by applicable law, in such proportion as isappropriate to reflect not only the relative benefits referred to in clause (i) of this Section 7(d) but also the relative fault ofthe Company on the one hand and the Underwriters on the other with respect to the statements, omissions, acts or failures to actwhich resulted in such loss, claim, damage, expense or liability (or any action, investigation or proceeding in respect thereof) aswell as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and theUnderwriters on the other with respect to such offering shall be deemed to be in the same proportion as the total net proceeds fromthe offering of the Shares purchased under this Agreement (before deducting expenses) received by the Company bear to the totalunderwriting discounts and commissions received by the Underwriters with respect to the Shares purchased under this Agreement, ineach case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company on the one hand and theUnderwriters on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement ofa material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on theone hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information andopportunity to correct or prevent such untrue statement, omission, act or failure to act; provided that the parties heretoagree that the written information furnished to the Company through the Representatives by or on behalf of the Underwriters for usein the Preliminary Prospectus, the Registration Statement or the Prospectus, or in any amendment or supplement thereto, consistssolely of the Underwriters’ Information.

(e) TheCompany and the Underwriters agree that it would not be just and equitable if contributions pursuant to Section 7(d) above were to bedetermined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referredto Section 7(d) above. The amount paid or payable by an indemnified party as a result of the loss, claim, damage, expense, liability,action, investigation or proceeding referred to in Section 7(d) above shall be deemed to include, subject to the limitations set forthabove, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating, preparing to defendor defending against or appearing as a third party witness in respect of, or otherwise incurred in connection with, any such loss, claim,damage, expense, liability, action, investigation or proceeding. Notwithstanding the provisions of this Section 7, no Underwriters shallbe required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by suchUnderwriter with respect to the offering of the Shares exceeds the amount of any damages which the Underwriter has otherwise paid or becomeliable to pay by reason of any untrue or alleged untrue statement, omission or alleged omission, act or alleged act or failure to actor alleged failure to act. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act)shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligationsto contribute as provided in this Section 7 are several in proportion to their respective underwriting obligations and not joint.

8. Termination.The obligations of the Underwriters hereunder may be terminated by the Representatives, in their absolute discretion by notice given tothe Company prior to delivery of and payment for the Firm Shares if, prior to that time, any of the events described in Sections 6(i),6(k) or 6(l) have occurred or if the Underwriters shall decline to purchase the Shares for any reason permitted under this Agreement.

9. Reimbursementof Underwriters’ Expenses. Notwithstanding anything to the contrary in this Agreement, if (a) this Agreement shall havebeen terminated pursuant to Section 8 or 10, (b) the Company shall fail to tender the Shares for delivery to the Underwriters for anyreason not permitted under this Agreement, (c) the Underwriters shall decline to purchase the Shares for any reason permitted under thisAgreement or (d) the sale of the Shares is not consummated because any condition to the obligations of the Underwriters set forth hereinis not satisfied or because of the refusal, inability or failure on the part of the Company to perform any agreement herein or to satisfyany condition or to comply with the provisions hereof, then in addition to the payment of amounts in accordance with Section 5, the Companyshall reimburse the Underwriters for the fees and expenses of Underwriters’ counsel and for such other out-of-pocket expenses asshall have been reasonably incurred by them in connection with this Agreement and the proposed purchase of the Shares, including, withoutlimitation, travel and lodging expenses of the Underwriters, and upon demand the Company shall pay the full amount thereof to the Representatives;provided that if this Agreement is terminated pursuant to Section 10 by reason of the default of one or more Underwriters, theCompany shall not be obligated to reimburse any defaulting Underwriter on account of expenses to the extent incurred by such defaultingUnderwriter, provided further that the foregoing shall not limit any reimbursement obligation of the Company to any non-defaultingUnderwriter under this Section 9.

10. Substitutionof Underwriters. If any Underwriter or Underwriters shall default in its or their obligations to purchase Shares hereunderon any Closing Date and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed to purchasedoes not exceed ten percent (10%) of the total number of Shares to be purchased by all Underwriters on such Closing Date, the other Underwritersshall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Shares which such defaulting Underwriteror Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters shall so default and the aggregatenumber of Shares with respect to which such default or defaults occur is more than ten percent (10%) of the total number of Shares tobe purchased by all Underwriters on such Closing Date and arrangements satisfactory to the Representatives and the Company for the purchaseof such Shares by other persons are not made within forty-eight (48) hours after such default, this Agreement shall terminate.

If the remaining Underwritersor substituted Underwriters are required hereby or agree to take up all or part of the Shares of a defaulting Underwriter or Underwriterson such Closing Date as provided in this Section 10, (i) the Company shall have the right to postpone such Closing Date for a periodof not more than five (5) full business days in order that the Company may effect whatever changes may thereby be made necessary in theRegistration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees promptly to file any amendmentsto the Registration Statement or supplements to the Prospectus which may thereby be made necessary, and (ii) the respective numbers ofshares to be purchased by the remaining Underwriters or substituted Underwriters shall be taken as the basis of their underwriting obligationfor all purposes of this Agreement. Nothing herein contained shall relieve any defaulting Underwriter of its liability to the Companyor the other Underwriters for damages occasioned by its default hereunder. Any termination of this Agreement pursuant to this Section10 shall be without liability on the part of any non-defaulting Underwriter or the Company, except that the representations, warranties,covenants, indemnities, agreements and other statements set forth in Section 2, the obligations with respect to expenses to be paid orreimbursed pursuant to Sections 5 and 9 and the provisions of Section 7 and Sections 11 through 22, inclusive, shall not terminate andshall remain in full force and effect.

11. Absenceof Fiduciary Relationship. The Company acknowledges and agrees that:

(a) eachUnderwriter’s responsibility to the Company is solely contractual in nature, the Representatives have been retained solely to actas underwriters in connection with the sale of the Shares and no fiduciary, advisory or agency relationship between the Company and theRepresentatives has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether any ofthe Underwriters has advised or is advising the Company on other matters;

(b) theprice of the Shares set forth in this Agreement was established by the Company following discussions and arms-length negotiations withthe Representatives, and the Company is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditionsof the transactions contemplated by this Agreement;

(c) ithas been advised that the Representatives and their affiliates are engaged in a broad range of transactions which may involve intereststhat differ from those of the Company and that the Representatives have no obligation to disclose such interests and transactions to theCompany by virtue of any fiduciary, advisory or agency relationship; and

(d) itwaives, to the fullest extent permitted by law, any claims it may have against the Underwriters for breach of fiduciary duty or allegedbreach of fiduciary duty and agrees that the Underwriters shall have no liability (whether direct or indirect) to the Company in respectof such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including shareholders,employees or creditors of the Company.

12. Successors;Persons Entitled to Benefit of Agreement. This Agreement shall inure to the benefit of and be binding upon the several Underwriters,the Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construedto give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under orin respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intendedto be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations,warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the UnderwriterIndemnified Parties, and the indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It isunderstood that each Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriters do not owethe Company, or any other party, any fiduciary duty as a result of this Agreement. No purchaser of any of the Shares from any Underwritershall be deemed to be a successor or assign by reason merely of such purchase.

13. Survivalof Indemnities, Representations, Warranties, etc. The respective indemnities, covenants, agreements, representations,warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by them respectively,pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter,the Company or any person controlling any of them and shall survive delivery of and payment for the Shares. Notwithstanding any terminationof this Agreement, including without limitation any termination pursuant to Section 8 or Section 10, the indemnities, covenants, agreements,representations, warranties and other statements forth in Sections 2, 5, 7 and 9 and Sections 11 through 22, inclusive, of this Agreementshall not terminate and shall remain in full force and effect at all times.

14. Recognition of the U.S. Special ResolutionRegimes

(a) Inthe event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transferfrom such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extentas the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, weregoverned by the laws of the United States or a state of the United States.

(b) Inthe event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding undera U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted tobe exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreementwere governed by the laws of the United States or a state of the United States.

15. Notices.All statements, requests, notices and agreements hereunder shall be in writing, and:

if to the Underwriters, shall be deliveredor sent by mail, telex, facsimile transmission or email to (i) TD Securities (USA) LLC, 1 Vanderbilt Avenue, New York, New York 10017,Attention: Head of Equity Capital Markets, with a copy to CIBLegal@tdsecurities.com; and(ii) William Blair & Company, L.L.C., 150 North Riverside Plaza, Chicago, IL 60606, Attention: General Counsel, Facsimile: (312) 551-4646;and

if tothe Company shall be delivered or sent by mail, telex or email to Allot Ltd., 22 Hangar Street, Neve Ne’eman Industrial Zone B,Hod-Hasharon 45240, Israel, Attention: Rael Kolevsohn, Vice President of Legal Affairs, General Counsel, Company Secretary, Phone: [***],email: [***];

provided, however, that any notice toan Underwriter pursuant to Section 7 shall be delivered or sent by mail, or facsimile transmission to such Underwriter at its addressset forth in its acceptance telex to the Representatives, which address will be supplied to any other party hereto by the Representativesupon request. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.

16. Definitionof Certain Terms. For purposes of this Agreement, (a) “affiliate” has the meaning set forth in Rule405 under the Securities Act, (b) “business day” means any day on which the New York Stock Exchange, Inc. isopen for trading, (c) “subsidiary” has the meaning set forth in Rule 405 of the Rules and Regulations;(d) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpretedin accordance with, 12 U.S.C. § 1841(k), (e) “Covered Entity” means any of the following: (i) a “coveredentity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank”as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” asthat term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b), (f) “Default Right”has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, asapplicable, (g) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and theregulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulationspromulgated thereunder.

17. JudgementCurrency. The obligations of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstandingany judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by suchUnderwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordancewith normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased areless than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any suchjudgment, to indemnify such Underwriter against such loss.

18. Governing Law, Jurisdiction,Waiver of Jury Trial, Agent For Service. This Agreement shall be governed by and construed in accordance with the laws of theState of New York, including without limitation Section 5-1401 of the New York General Obligations. The Company irrevocably (a) submitsto the exclusive jurisdiction of the Federal and state courts in the Borough of Manhattan in The City of New York for the purpose of anysuit, action or other proceeding arising out of this Agreement or the transactions contemplated by this Agreement, the Registration Statementand any Preliminary Prospectus or the Prospectus, (b) agrees that all claims in respect of any such suit, action or proceeding may beheard and determined by any such court, (c) waives to the fullest extent permitted by applicable law, any immunity from the jurisdictionof any such court or from any legal process, (d) agrees not to commence any such suit, action or proceeding other than in such courts,and (e) waives, to the fullest extent permitted by applicable law, any claim that any such suit, action or proceeding is brought in aninconvenient forum. Each of the parties to this Agreement hereby waives any right to trial by jury in any suit or proceeding arisingout of or relating to this Agreement. The Company irrevocably appoints Allot Communications, Inc., with offices at 1500 District Avenue,Burlington, MA 01803 (and its successors) as its authorized agent in the Borough of Manhattan in The City of New York upon whichprocess may be served in any such suit or proceeding, and agrees that service of process upon such agent, and written notice of said serviceto the Company by the person serving the same to the address provided in Section 15, shall be deemed in every respect effective serviceof process upon the Company.

19. Underwriters’Information. The parties hereto acknowledge and agree that, for all purposes of this Agreement, the Underwriters’Information consists solely of the following information in the Prospectus: the statements concerning the Underwriters contained in thesecond sentence of the eighth paragraph, the ninth paragraph and the first sentence of the tenth paragraph under the heading “Underwriting.”

20. Authorityof the Representatives. In connection with this Agreement, the Representatives will act for and on behalf of the several Underwriters,and any action taken under this Agreement by the Representatives will be binding on all the Underwriters.

21. PartialUnenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shallnot affect the validity or enforceability of any other section, paragraph, clause or provision hereof. If any section, paragraph, clauseor provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minorchanges (and only such minor changes) as are necessary to make it valid and enforceable.

22. General.This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneousoral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminineand neuter genders and the singular and the plural include one another. The section headings in this Agreement are for the convenienceof the parties only and will not affect the construction or interpretation of this Agreement. This Agreement may be amended or modified,and the observance of any term of this Agreement may be waived, only by a writing signed by the Company and the Representatives.

23. Counterparts.This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signaturesthereto and hereto were upon the same instrument. This Agreement may be delivered via facsimile, electronic mail (including pdf or anyelectronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com or www.echosign.com) or other transmissionmethod and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

If the foregoing is in accordancewith your understanding please indicate your acceptance of this Agreement by signing in the space provided for that purpose below.

SCHEDULE A

SCHEDULE B

General Use Free Writing Prospectuses

None.

SCHEDULE C

Pricing Information

Firm Shares to be Sold: 5,000,000 Ordinary Shares

Public Offering Price: $8.00 per share

Underwriting Discounts and Commissions: 5.5%

Estimated Net Proceeds to the Company (after underwritingdiscounts and commissions, but before transaction expenses): $37,800,000

SCHEDULE D

[Lock-Up Parties]

Exhibit I

Form of Lock-Up Agreement

June    , 2025

TD Securities(USA) LLC

WilliamBlair & Company, L.L.C.

As Representatives of the several Underwriters

c/o TD Securities (USA) LLC

1 Vanderbilt Avenue

New York, New York 10017

c/o William Blair & Company, L.L.C.

150 N. Riverside Plaza

Chicago, Illinois 60606

Dear Sirs and Madams:

This letter agreement (“Agreement”)is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) between AllotLtd., a company organized under the laws of the State of Israel (the “Company”), and TD Securities (USA) LLC (“TD Cowen”)and William Blair & Company, L.L.C. (“William Blair”), as representatives (the “Representatives”) of a groupof underwriters (collectively, the “Underwriters”), to be named therein, relating to the proposed public offering of ordinaryshares, par value NIS 0.10 per share (the “Ordinary Shares”) of the Company (the “Offering”).

In order to induce the Underwriters to enter intothe Underwriting Agreement, and in light of the benefits that the Offering will confer upon the undersigned in his, her or its capacityas a securityholder and/or an officer, director or employee of the Company, and for good and valuable consideration, the receipt and sufficiencyof which are hereby acknowledged, the undersigned agrees with each Underwriter that, during the period beginning on the date hereof throughand including the date that is the 75^th day after the date of the Underwriting Agreement (the “Lock-Up Period”),the undersigned will not, and will not cause or direct any of its affiliates to, without the prior written consent of TD Cowen and WilliamBlair, directly or indirectly, (i) offer, sell, assign, transfer, pledge, contract to sell, lend or otherwise dispose of, or announcethe intention to otherwise dispose of, any Ordinary Shares (including, without limitation, Ordinary Shares which may be deemed to be beneficiallyowned by the undersigned in accordance with the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended(the “Exchange Act”) as the same may be amended or supplemented from time to time (such shares, the “Beneficially OwnedShares”)) or securities convertible into or exercisable or exchangeable for Ordinary Shares, (ii) enter into, or announce the intentionto enter into, any swap, hedge or similar agreement or arrangement (including, without limitation, the purchase or sale of, or entry into,any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described ordefined) that transfers, is designed to transfer or reasonably could be expected to transfer (whether by the undersigned or someone otherthan the undersigned) in whole or in part, directly or indirectly, the economic risk of ownership of the Beneficially Owned Shares orsecurities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersignedor with respect to which the undersigned has or hereafter acquires the power of disposition (the “Prohibited Activity”), or(iii) engage in, or announce the intention to engage in, any short selling of the Ordinary Shares or securities convertible into or exercisableor exchangeable for Ordinary Shares. The undersigned represents and warrants that the undersigned is not, and has not caused or directedany of its affiliates to be or become, currently a party to any agreement or arrangement that is designed to or which reasonably couldbe expected to lead to or result in any Prohibited Activity during the Lock-Up Period.

If the undersigned is not a natural person, theundersigned represents and warrants that no single natural person, entity or “group” (within the meaning of Section 13(d)(3)of the Exchange Act, other than a natural person, entity or “group” (as described above) that has executed an Agreement insubstantially the same form as this Agreement, beneficially owns, directly or indirectly, 50% or more of the common equity interests,or 50% or more of the voting power, in the undersigned.

The restrictions set forth in the preceding paragraphsshall not apply to:

(1) ifthe undersigned is a natural person, any transfers made by the undersigned (a) as a bona fide gift to any member of the immediatefamily (as defined below) of the undersigned or to a trust the beneficiaries of which are exclusively the undersigned or members of theundersigned’s immediate family, (b) by will or intestate succession upon the death of the undersigned or (c) as a bonafide gift to a charity or educational institution;

(2) ifthe undersigned is a corporation, partnership, limited liability company or other business entity, any transfers to any stockholder, partneror member of, or owner of a similar equity interest in, the undersigned, as the case may be, if, in any such case, such transfer is notfor value;

(3) ifthe undersigned is a corporation, partnership, limited liability company or other business entity, any transfer made by the undersigned(a) in connection with the sale or other bona fide transfer in a single transaction of all or substantially all of the undersigned’scapital stock, partnership interests, membership interests or other similar equity interests, as the case may be, or all or substantiallyall of the undersigned’s assets, in any such case not undertaken for the purpose of avoiding the restrictions imposed by this Agreementor (b) to another corporation, partnership, limited liability company or other business entity so long as the transferee is an affiliate(as defined below) of the undersigned and such transfer is not for value;

(4) transactionsby operation of law, such as pursuant to a qualified domestic order, divorce settlement, divorce decree or separation agreement or pursuantto any court order or the order of any other governmental authority or agency having jurisdiction over the undersigned;

(5) transfersto the Company from an employee of the Company upon death, disability or termination of employment (with or without cause) or resignation,in each case, of such employee or to the Company from an employee pursuant to any contractual arrangement existing on the date hereofthat provides the Company with a right to purchase Ordinary Shares or other securities convertible into or exercisable or exchangeablefor Ordinary Shares;

(6) transfersto a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (1) through (5) above;

(7) transfersto the Company, in connection with any reclassification, exchange or conversion of Ordinary Shares, provided, that any such Ordinary Sharesreceived upon such reclassification, exchange or conversion shall be subject to the terms of this Agreement;

(8) transactionsrelating to Ordinary Shares or other securities convertible into or exercisable or exchangeable for Ordinary Shares acquired in the Offeringor in open market transactions after completion of the Offering, provided that no such transaction is required to be, or is, publiclyannounced (whether on Form 4, Form 5 or otherwise) during the Lock-Up Period;

(9) theentry, by the undersigned, at any time on or after the date of the Underwriting Agreement, of any trading plan providing for the saleof Ordinary Shares by the undersigned, which trading plan meets the requirements of Rule 10b5-1(c) (a “10b5-1 Plan”) underthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), provided, however, that such plan does not provide for,or permit, the sale of any Ordinary Shares during the Lock-up Period and, except as required by applicable securities laws, no publicannouncement or filing is voluntarily made or required regarding such plan during the Lock-Up Period;

(10) anytransactions made for the purpose of satisfying any tax withholding obligations (including estimated taxes) pursuant to the Company’sequity incentive plans or arrangements disclosed in the Prospectus (as defined in the Underwriting Agreement); and

(11) transferspursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board ofDirectors of the Company and made to all holders of the Company’s share capital involving a Change of Control of the Company (forpurposes hereof, “Change of Control” shall mean the transfer (whether by tender offer, merger, consolidation or other similartransaction), in one transaction or a series of related transactions, to a person or group of affiliated persons, of share capital if,after such transfer, such person or group of affiliated persons would hold at least a majority of the outstanding voting securities ofthe Company (or the surviving entity)); provided that in the event that such transaction is not completed, the undersigned’s BeneficiallyOwned Shares shall remain subject to the provisions of this Agreement; and

(12) transactionswith the Company involving the amendment or repayment of any convertible debt security outstanding on the date hereof;

provided, however, that in the case of any transactiondescribed in clause (12) above, it being understood that any Ordinary Shares issued by the Company in connection with such amendment orrepayment will be subject to the restrictions of this Agreement; and, provided further, that in the case of any transfer described inclause (1), (2), (3), (4) or (6) above, it shall be a condition to the transfer that (A) the transferee executes and deliversto TD Cowen and William Blair, acting on behalf of the Underwriters, not later than one business day prior to such transfer, a writtenagreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in theagreement executed by such transferee shall expressly refer only to the immediate family of the undersigned and not to the immediate familyof the transferee) and otherwise satisfactory in form and substance to TD Cowen and William Blair, and (B) in the case of any transferdescribed in clause (1), (2), (3), (4) or (10) above, no public announcement or filing is voluntarily made regarding such transfer duringthe Lock-Up Period and if the undersigned is required to make a filing under Section 16(a) or Section 13 of the Exchange Act, reportinga reduction in beneficial ownership of Ordinary Shares or Beneficially Owned Shares or any securities convertible into or exercisableor exchangeable for Ordinary Shares or Beneficially Owned Shares during the Lock-Up Period, the undersigned shall include a statementin such filing to the effect that, (i) in the case of any transfer pursuant to clause (1) above, such transfer is being made as agift or by will or intestate succession, (ii) in the case of any transfer pursuant to clause (2) above, such transfer is being madeto a stockholder, partner or member of, or owner of a similar equity interest in, the undersigned and is not a transfer for value, (iii)in the case of any transfer pursuant to clause (3) above, such transfer is being made either (a) in connection with the sale or otherbona fide transfer in a single transaction of all or substantially all of the undersigned’s capital stock, partnership interests,membership interests or other similar equity interests, as the case may be, or all or substantially all of the undersigned’s assetsor (b) to another corporation, partnership, limited liability company or other business entity that is an affiliate of the undersignedand such transfer is not for value, (iv) in the case of any transfer pursuant to clause (4) above, such transaction is made by operationof law, and (v) in the case of any transfer pursuant to clause (10) above, such transfer is being made to satisfy tax withholding obligations.For purposes of this paragraph, “immediate family” shall mean a spouse, child, grandchild or other lineal descendant (includingby adoption), father, mother, brother or sister of the undersigned; and “affiliate” shall have the meaning set forth in Rule405 under the Securities Act of 1933, as amended (the “Securities Act”).

In the event of a release from lockup restrictionssimilar to those set forth herein is granted to any person pursuant to a similar agreement entered into in connection with the Offering,the same percentage of the undersigned’s Ordinary Shares (the “Pro-rata Release”) shall be immediately and fully releasedon the same terms from any remaining lockup restrictions set forth herein. In the event that the undersigned is released from any of itsobligations under this Agreement or, by virtue of this Agreement, becomes entitled to offer, pledge, sell, contract to sell, or otherwisedispose of any of the undersigned’s Ordinary Shares prior to the termination of this Agreement, the Representatives shall use theircommercially reasonably efforts to provide notification of such to the undersigned within two (2) business days thereof, provided thatthe failure to provide such notice shall not give rise to any claim or liability against the Representatives or the Underwriters. Forpurposes of determining record or beneficial ownership of a stockholder, all securities held by investment funds affiliated with suchstockholder shall be aggregated.

For avoidance of doubt, nothing in this Agreementprohibits the undersigned from converting any convertible debt security into Ordinary Shares or exercising any options or warrants topurchase Ordinary Shares (which exercises may be effected on a cashless basis to the extent the instruments representing such optionsor warrants permit exercises on a cashless basis), it being understood that any Ordinary Shares issued upon such conversions or exerciseswill be subject to the restrictions of this Agreement and provided, however, that no public announcement or filing is voluntarily maderegarding such conversion or exercise during the Lock-Up Period without the consent of the Representatives and provided that if the undersignedis required to make a filing under Section 16(a) or Section 13 of the Exchange Act reporting a reduction in beneficial ownership of suchconvertible debt securities, options or warrants during the Lock-Up Period, the undersigned shall include a statement in such filing tothe effect that the disposition relates to the conversion of a convertible debt security or exercise of an option or warrant, as applicable,and that the Ordinary Shares received upon conversion or exercise are subject to the restrictions of this Agreement.

In order to enable this covenant to be enforced,the undersigned hereby consents to the placing of legends or stop transfer instructions with the Company’s transfer agent with respectto any Ordinary Shares or securities convertible into or exercisable or exchangeable for Ordinary Shares.

The undersigned further agrees that it will not,during the Lock-Up Period, make any demand or request for or exercise any right with respect to the registration under the SecuritiesAct, of any Ordinary Shares or other Beneficially Owned Shares or any securities convertible into or exercisable or exchangeable for OrdinaryShares or other Beneficially Owned Shares.

The undersigned hereby represents and warrantsthat the undersigned has full power and authority to enter into this Agreement and that this Agreement has been duly authorized (if theundersigned is not a natural person), executed and delivered by the undersigned and is a valid and binding agreement of the undersigned.This Agreement and all authority herein conferred are irrevocable and shall survive the death or incapacity of the undersigned (if a naturalperson) and shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

The undersigned acknowledges and agrees that theUnderwriters have not provided any recommendation or investment advice nor have the Underwriters solicited any action from the undersignedwith respect to the Offering of Ordinary Shares and the undersigned has consulted their own legal, accounting, financial, regulatory andtax advisors to the extent deemed appropriate. The undersigned further acknowledges and agrees that, although the Representatives maybe required or choose to provide certain Regulation Best Interest and Form CRS disclosures to you in connection with the Offering, theRepresentatives and the other Underwriters are not making a recommendation to you to enter into this Agreement and nothing set forth insuch disclosures is intended to suggest that the Representatives or any Underwriter is making such a recommendation.

This Agreement shall be governed by and construedin accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state.

This Agreement may be delivered via facsimile,electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com orwww.echosign.com) or other transmission method and any copy so delivered shall be deemed to have been duly and validly delivered and bevalid and effective for all purposes.

If (i) the Company notifies TD Cowen and WilliamBlair in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed by June 30, 2025or (iii) the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated forany reason prior to payment for and delivery of any Ordinary Shares to be sold thereunder, then this Agreement shall immediately be terminatedand the undersigned shall automatically be released from all of his, her or its obligations under this Agreement. The undersigned acknowledgesand agrees that whether or not any public offering of Ordinary Shares actually occurs depends on a number of factors, including marketconditions.

[Signature page follows]

Exhibit 5.1

June 25, 2025

Allot Ltd.

22 Hanagar Street
Neve Ne’eman Industrial Zone B
Hod-Hasharon 4501317, Israel

Ladies and Gentlemen:

We have acted as Israeli counsel to AllotLtd., an Israeli company (the “Company”), in connection with a Prospectus Supplement (the “Prospectus Supplement”)filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the “Securities Act”), dated June 24, 2025,to the Registration Statement on Form F-3 (File No. 333-286174) (the “Registration Statement”) filed by the Company with theSecurities and Exchange Commission under the Securities Act, relating to the offering for sale of an aggregate of 5,750,000 Ordinary Shares,NIS 0.10 par value per share, of the Company (the “Shares”), at a purchase price of $8.00 per Share, which includes up to750,000 Shares subject to an underwriters’ option to purchase additional shares. The Shares are to be sold pursuant to an underwritingagreement by and between the Company and TD Securities (USA) LLC and William Blair & Company, L.L.C., as representatives of the severalunderwriters named in Schedule A to the Underwriting Agreement, dated June 24, 2025 (the “Underwriting Agreement”).

This opinion letter is furnished to youat your request to enable you to fulfill the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In connection herewith, we have examined andrelied without investigation as to matters of fact upon (i) the Registration Statement and the exhibits thereto, (ii) the ProspectusSupplement, (iii) the Underwriting Agreement, and (iv) such certificates and statements of public officials and officers and representativesof the Company, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records,certificates and instruments, as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We haveassumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticityof documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.

Based upon the foregoing, in reliance thereonand subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that the Shareshave been duly authorized and, when issued and paid for in accordance with the terms and conditions of the Underwriting Agreement, willbe validly issued, fully paid and non-assessable.

We are members of the Israel Bar and we expressno opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

We hereby consent to the filing of this opinionon Form 6-K, the incorporation thereof by reference in the Registration Statement and to the reference to our firm appearing under thecaption “Legal Matters” in the Prospectus Supplement. This consent is not to be construed as an admission that we are a partywhose consent is required to be filed as part of the Registration Statement under the provisions of the Securities Act.

Exhibit 10.1

AMENDMENT TO CONVERTIBLE PROMISSORY NOTE

THIS AMENDMENT TO CONVERTIBLEPROMISSORY NOTE (this “Amendment”) is made as of this June 24, 2025 by and between Allot Ltd., an Israeli company(the “Company”), and Lynrock Lake Master Fund LP, a Cayman Islands Exempted Limited Partnership (“Lynrock”and, together with the Company, the “Parties”).

RECITALS

WHEREAS, the Companyand Lynrock entered into a Securities Purchase Agreement (this “Agreement”) dated as of February 14, 2022 pursuantto which the Company issued to Lynrock a convertible promissory note (the “Note”) of face value $40.0 milliondated February 17, 2022; and

WHEREAS, the Partieshave entered into this Amendment to the Note in order to facilitate the potential repayment of the Note under the terms and conditionsset forth herein.

NOW THEREFORE, in considerationof the terms, conditions and covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of whichis hereby acknowledged, the parties, intending to be legally bound hereby, promise and agree as follows.

AGREEMENT

1. Interpretation.Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note. The foregoing recitalsare incorporated by this reference and made a part of this Amendment. Unless otherwise provided herein, all section references hereinare to the corresponding sections in this Amendment.

2. Treatmentof the Note upon the Closing of a Qualified Offering. In the event of the closing of a Qualified Offering on or before June 30, 2025,the following transactions shall be effected:

(i) Repaymentof $31.41 Million of Principal Amount. Concurrent with the closing of a Qualified Offering, the Company shall remit to the Holderthe amount of $31.41 million by wire transfer in immediately available funds in accordance with Article XIV of the Note which paymentis in full and complete satisfaction of the repayment of $31.41 million of the outstanding Principal Amount, leaving $8.59 million ofthe Principal Amount outstanding (the “Balance Amount”). The Holder hereby agrees to such prepayment.

(ii) Conversionof $8.59 Million of Principal Amount. Notwithstanding Article V of the Note, concurrent with the closing of a Qualified Offering,the Balance Amount shall be converted automatically (the “Conversion”) without any action by Lynrock into OrdinaryShares at a Conversion Rate per $1,000 principal amount equal to $1,164.14 divided by the lower of (x) $9.296 and (y) the price per OrdinaryShare paid by the public in the Qualified Offering.

For the purpose of this Amendment,a “Qualified Offering” means a firm commitment underwritten public offering raising net proceeds to the Companyfrom the sale of its Ordinary Shares of at least $30.0 million, after deducting underwriting discounts and commissions, but before deductionof offering expenses.

For the avoidance of doubt,Section 5.1(g) of the Note shall not apply to the Conversion and the Ordinary Shares issuable upon the Conversion shall constitute “ConversionShares” for purposes of the Purchase Agreement and “Registrable Securities” for purposes of the Registration RightsAgreement.

The Company shall deliver tothe Holder all repayment proceeds and Ordinary Shares due upon conversion in full without making any deductions for tax or other costsincurred by the Company in connection with the prepayment or conversion of the Note.

3. Termination.This Amendment shall be null and void if a Qualified Offering has not closed on or prior to June 30, 2025 (the “TerminationDate”). The Note shall remain in full force and effect prior to the closing of a Qualified Offering and after the TerminationDate absent a Qualified Offering.

4. Counterparts,Email and .pdf. This Amendment (a) may be executed in two or more counterparts, each of which shall constitute an original but allof which when taken together shall constitute one contract, and (b) may, upon execution, be delivered by facsimile, electronic mail (includingpdf) or as any electronic signature complying with the U.S. federal ESIGN Act of 2000 or the New York Electronic Signature and RecordsAct or any other similar state laws based on the Uniform Electronic Transactions Act or other transmission method, and any counterpartso delivered shall be deemed to have been duly and validly delivered, and electronic signatures or the keeping of records in electronicform shall be valid and effective for all purposes to the fullest extent permitted by applicable law.

5. FurtherAssurances. Each Party shall execute and deliver such additional documents and take such further action as may be necessary or desirableto effectuate the provisions and purposes of this Amendment.

6. NoThird Party Beneficiaries. No person other than the Parties are intended to be a beneficiary hereof and no person other than the Partiesshall be authorized to rely upon or enforce the contents of this Amendment.

7. Successorsand Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties and each of their respective successorsand assigns.

8. GoverningLaw. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. The termsof Article XV of the Note are incorporated herein by reference.

9. Expenses.All expenses incurred by the Parties in connection with the negotiation, execution and delivery of this Amendment will be borne solelyand entirely by the Party incurring such expenses; it being however agreed between the Parties that the Company will pay or cause to bepaid the duly documented out-of-pocket fees, disbursements and expenses of Lynrock’s outside legal counsel and tax advisor actuallyincurred in connection with the Amendment; provided that such fees, disbursements and expenses shall not exceed $75,000.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, each ofthe undersigned has executed this Amendment as of the date first above written.

Signature Page to Amendment to Convertible Promissory Note

Exhibit 99.1

Allot Announces Launch of Underwritten
Public Offering of Ordinary Shares

Hod-HaSharon, Israel, June 24, 2025 –Allot Ltd. (Nasdaq: ALLT; TASE: ALLT) (“Allot” or the “Company”), a leading global provider of innovative networkintelligence and security solutions for service providers and enterprises worldwide, announced today a proposed public offering of itsordinary shares. All of the ordinary shares in the proposed public offering will be sold by the Company.

The Company expects to use the net proceeds ofthe public offering to repay $31.41 million of principal outstanding under the senior unsecured convertible promissory note with a facevalue of $40.0 million issued by the Company to its largest shareholder, Lynrock Lake Master Fund LP (“Lynrock”), on February18, 2022 (as amended, the “Lynrock Note”), and the balance for general corporate purposes.

In connection with the offering, Lynrock has agreedto convert the remaining $8.59 million of principal outstanding under the Lynrock Note into ordinary shares. Lynrock will enter into acustomary lock up agreement with the underwriters with respect to its ordinary shares, including those to be issued upon conversion ofthe Lynrock Note, for a period of 75 days following the date of the final prospectus supplement. The Company will have no outstandingindebtedness for borrowed money following the repayment and conversion of the Lynrock Note.

In addition, the Company expects to grant theunderwriters of the public offering a 30-day option to purchase from the Company up to an additional 15% of the ordinary shares sold inthe public offering at the public offering price, less underwriting discounts and commissions.

TD Cowen and William Blair are acting as the jointbook-running managers, and Needham & Company is acting as lead manager, with respect to the public offering of the ordinary shares.

The public offering is being made pursuant toan effective shelf registration statement on Form F-3 previously filed by the Company with the U.S. Securities and Exchange Commission(the “SEC”) and declared effective on April 3, 2025. The public offering of ordinary shares is being made only by means ofa prospectus supplement and accompanying prospectus. Before you invest, you should read the prospectus in that registration statementand other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Copies of theprospectus supplement and accompanying prospectus relating to the public offering may be obtained free of charge at the SEC’s websiteat www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from: TD Securities(USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by email at TD.ECM_Prospectus@tdsecurities.com or by telephone at (855) 495-9846;and William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephoneat (800) 621-0687, or by email at prospectus@williamblair.com.

This press release shall not constitute an offerto sell or the solicitation of an offer to buy the securities described above, nor shall there be any offer, solicitation or sale of suchsecurities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such state or jurisdiction. Any offer, solicitation or sale of such securities will be made in accordancewith the registration requirements of the Securities Act of 1933, as amended.

About Allot 

Allot Ltd. (Nasdaq: ALLT, TASE: ALLT) is a leadingglobal provider of innovative network intelligence and security solutions for service providers and enterprises worldwide.

Forward-Looking Statements

This press release contains forward-looking statements,including statements regarding the size and timing of the public offering, the granting of an option by the Company to the underwritersto purchase additional ordinary shares from the Company, the proposed use of proceeds of the public offering, and the repayment and conversionof the Lynrock Note. These statements are not historical facts but rather are based on Allot’s current expectations and projectionsregarding its business, operations and other factors relating thereto. Words such as “expect,” “intend,” “believe,”“may,” “will,” “should,” and other words and terms of similar meaning (including their negative counterpartsor other various or comparable terminology) are used to identify these forward-looking statements. These statements are only predictionsand as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actualresults may differ materially from those in the forward-looking statements as a result of a number of factors, including those set forthin the “Risk Factors” section of the registration statement and the prospectus supplement for the public offering and theCompany’s other filings with the SEC. Any such forward-looking statements are made pursuant to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and speak only as of thedate of this press release. Allot undertakes no duty to update any forward-looking statements made herein.

Contacts:

Exhibit 99.2

Allot Announces Pricing of Underwritten
Public Offering of Ordinary Shares

Hod-HaSharon, Israel, June 24, 2025 –Allot Ltd. (Nasdaq: ALLT; TASE: ALLT) (“Allot” or the “Company”), a leading global provider of innovative networkintelligence and security solutions for service providers and enterprises worldwide, announced today the pricing of a public offeringof 5,000,000 ordinary shares at a price to the public of $8.00 per share. In addition, the Company granted the underwriters of the publicoffering a 30-day option to purchase from the Company up to an additional 750,000 ordinary shares at the public offering price, less underwritingdiscounts and commissions. All of the ordinary shares in the public offering will be sold by the Company. The offering is expected toclose on June 26, 2025, subject to customary closing conditions.

The gross proceeds from the offering, before deductingunderwriting discounts and commissions and estimated offering expenses, are expected to be $40.0 million, assuming no exercise of theunderwriters’ option. The Company expects to use the net proceeds to repay $31.41 million of principal outstanding under the seniorunsecured convertible promissory note with a face value of $40.0 million issued by the Company to its largest shareholder, Lynrock LakeMaster Fund LP (“Lynrock”), on February 18, 2022 (as amended, the “Lynrock Note”), and the balance for generalcorporate purposes.

In connection with the offering, Lynrock has agreedto convert the remaining $8.59 million of principal outstanding under the Lynrock Note into 1,249,995 ordinary shares. Lynrock has enteredinto a customary lock up agreement with the underwriters with respect to its ordinary shares, including those to be issued upon conversionof the Lynrock Note, for a period of 75 days following the date of the final prospectus supplement. The Company will have no outstandingindebtedness for borrowed money following the repayment and conversion of the Lynrock Note.

TD Cowen and William Blair are acting as the jointbook-running managers, Needham & Company is acting as lead manager and Northland Capital Markets is acting as co-manager, with respectto the public offering of the ordinary shares.

The public offering is being made pursuant toan effective shelf registration statement on Form F-3 previously filed by the Company with the U.S. Securities and Exchange Commission(the “SEC”) and declared effective on April 3, 2025. A preliminary prospectus supplement relating to the public offering hasalso been, and a prospectus supplement relating to the public offering will be, filed with the SEC. The public offering of ordinary sharesis being made only by means of a prospectus supplement and accompanying prospectus. Before you invest, you should read the prospectusin that registration statement, the preliminary prospectus supplement filed on June 24, 2025, the prospectus supplement once available,and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. Copies of theprospectus supplement and accompanying prospectus relating to the public offering may be obtained free of charge at the SEC’s websiteat www.sec.gov. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from: TD Securities(USA) LLC, 1 Vanderbilt Avenue, New York, NY 10017, by email at TD.ECM_Prospectus@tdsecurities.com or by telephone at (855) 495-9846;and William Blair & Company, L.L.C., Attention: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephoneat (800) 621-0687, or by email at prospectus@williamblair.com.

This press release shall not constitute an offerto sell or the solicitation of an offer to buy the securities described above, nor shall there be any offer, solicitation or sale of suchsecurities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualificationunder the securities laws of any such state or jurisdiction. Any offer, solicitation or sale of such securities will be made in accordancewith the registration requirements of the Securities Act of 1933, as amended.

About Allot 

Allot Ltd. (Nasdaq: ALLT, TASE: ALLT) is a leadingglobal provider of innovative network intelligence and security solutions for service providers and enterprises worldwide.

Forward-Looking Statements

This press release contains forward-looking statements,including statements regarding the size and timing of the public offering, the granting of an option by the Company to the underwritersto purchase additional ordinary shares from the Company, the proposed use of proceeds of the public offering, and the repayment and conversionof the Lynrock Note. These statements are not historical facts but rather are based on Allot’s current expectations and projectionsregarding its business, operations and other factors relating thereto. Words such as “expect,” “intend,” “believe,”“may,” “will,” “should,” and other words and terms of similar meaning (including their negative counterpartsor other various or comparable terminology) are used to identify these forward-looking statements. These statements are only predictionsand as such are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Actualresults may differ materially from those in the forward-looking statements as a result of a number of factors, including those set forthin the “Risk Factors” section of the registration statement and the prospectus supplement for the public offering and theCompany’s other filings with the SEC. Any such forward-looking statements are made pursuant to the safe harbor provisions of Section27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and speak only as of thedate of this press release. Allot undertakes no duty to update any forward-looking statements made herein.

Contacts: