Exhibit 99.2
AMENDMENT NO. 1 TO GROUP AGREEMENT
This Amendment (this “Amendment”) is made and entered into as of May 11, 2022 to that certain Group Agreement, dated April 19, 2021 (the “Agreement”), by and among Outerbridge Capital Management, LLC, Outerbridge Partners, LP (“Outerbridge Partners”), Outerbridge Partners GP, LLC (“Outerbridge GP”), Outerbridge Special Opportunities Fund II, LP (“Outerbridge SOF II”), Outerbridge Special Opportunities GP II, LLC, Rory Wallace, QVT Family Office Fund LP, QVT Associates GP LLC, QVT Financial LP, and QVT Financial GP LLC (collectively, the “Existing Members”).
WHEREAS, the Existing Members are parties to the Agreement, pursuant to which the Existing Members formed a group for the purposes of enhancing stockholder value at Allot Ltd. (the “Company”) and taking all other action necessary to achieve the foregoing;
WHEREAS, in connection with the internal transfer of all ordinary shares of the Company beneficially owned directly by Outerbridge Partners to Outerbridge SOF II, Outerbridge Partners and its general partner, Outerbridge GP, no longer beneficially own any securities of the Company; and
WHEREAS, in connection with the foregoing, the Existing Members desire to remove Outerbridge Partners and Outerbridge GP as members of the Group (as defined in the Agreement) and as parties to the Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements of the parties herein contained, the parties hereby agree as follows:
1. Effective immediately, each of Outerbridge Partners and Outerbridge GP is removed as a member of the Group and as a party to the Agreement.
2. Each of the remaining parties to the Agreement shall continue to be bound by the terms of the Agreement, the terms of which are incorporated herein and made a part hereof.
3. This Amendment may be executed in one or more facsimile, portable document format (pdf) or original counterparts, all of which shall be deemed to be originals and all of which together shall constitute one and the same agreement.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
| OUTERBRIDGE CAPITAL MANAGEMENT, LLC | |||
| By: | /s/ Rory Wallace | ||
| Name: | Rory Wallace | ||
| Title: | Managing Member | ||
| OUTERBRIDGE PARTNERS, LP | |||
| By: | Outerbridge Partners GP, LLC, its general partner | ||
| By: | /s/ Rory Wallace | ||
| Name: | Rory Wallace | ||
| Title: | Managing Member | ||
| OUTERBRIDGE SPECIAL OPPORTUNITIES FUND II, LP | |||
| By: | Outerbridge Special Opportunities GP II, LLC, its general partner | ||
| By: | /s/ Rory Wallace | ||
| Name: | Rory Wallace | ||
| Title: | Managing Member | ||
| OUTERBRIDGE PARTNERS GP, LLC | |||
| By: | /s/ Rory Wallace | ||
| Name: | Rory Wallace | ||
| Title: | Managing Member | ||
| OUTERBRIDGE SPECIAL OPPORTUNITIES GP II, LLC | |||
| By: | /s/ Rory Wallace | ||
| Name: | Rory Wallace | ||
| Title: | Managing Member | ||
/s/ Rory Wallace | |||
| RORY WALLACE | |||
| QVT FAMILY OFFICE FUND LP | |||
| By: | QVT Associates GP LLC, its general partner | ||
| By: | /s/ Dan Gold | ||
| Name: | Dan Gold | ||
| Title: | Managing Member | ||
| By: | /s/ Tracy Fu | ||
| Name: | Tracy Fu | ||
| Title: | Managing Member | ||
| QVT ASSOCIATES GP LLC | |||
| By: | /s/ Dan Gold | ||
| Name: | Dan Gold | ||
| Title: | Managing Member | ||
| By: | /s/ Tracy Fu | ||
| Name: | Tracy Fu | ||
| Title: | Managing Member | ||
| QVT FINANCIAL LP | |||
| By: | QVT Financial GP LLC, its general partner | ||
| By: | /s/ Dan Gold | ||
| Name: | Dan Gold | ||
| Title: | Managing Member | ||
| By: | /s/ Tracy Fu | ||
| Name: | Tracy Fu | ||
| Title: | Managing Member | ||
| QVT FINANCIAL GP LLC | |||
| By: | /s/ Dan Gold | ||
| Name: | Dan Gold | ||
| Title: | Managing Member | ||
| By: | /s/ Tracy Fu | ||
| Name: | Tracy Fu | ||
| Title: | Managing Member | ||
