EXHIBIT 10.9 MIND C.T.I. LTD. Amendment Agreement ------------------- This Amendment Agreement, dated as of July 10, 2000, among MIND C.T.I. Ltd. (the "Company") and the shareholders named on the signature pages hereof. W I T N E S S E T H: WHEREAS, the Company is party to a Shareholders' Agreement, dated as of March 30, 2000, with the shareholders named therein (the "Shareholders' Agreement"); WHEREAS, the Company is party to a Registration Rights Agreement, dated as of March 30, 2000, with the shareholders named therein (the "Registration Rights Agreement"); and WHEREAS, in light of the Company's proposed initial public offering of shares on The Nasdaq Stock Market, the Company and the undersigned desire to amend the Shareholders' Agreement and the Registration Rights Agreements as set forth herein. NOW, THEREFORE, the parties hereto hereby agree as follows: 1. Defined Terms ------------- Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Shareholders' Agreement or the Registration Rights Agreement, as the case may be. 2. Amendment to Shareholders Agreement ----------------------------------- The first proviso of Section 9 of the Shareholders' Agreement is hereby amended and replaced in its entirety with the following: "provided, however, that the provisions of Section 4 hereof shall survive the consummation of a Qualified Public Offering only with respect to any sales of securities undertaken by a Non-Investor Shareholder (other than ADC) which are not consummated utilizing a public market". For the avoidance of doubt, it is hereby acknowledged that the provisions of Sections 3 and 4(d) of the Shareholders' Agreement shall terminate upon the consummation of a Qualified Public Offering. 3. Amendment to Registration Rights Agreement ------------------------------------------ Section 15(a) of the Registration Rights Agreement is hereby amended by deleting the parenthetical clause contained therein and by adding the following to the end thereof: Any of the Holders may assign its rights and obligations pursuant to this Agreement to a transferee of all or any part of its Registrable Securities, provided that the transferor shall, within fourteen (14) days after such transfer (or fourteen (14) days after the date hereof, with respect to transfers that have occurred prior to the date hereof), furnish the Company with written notice of the name and address of such transferee and the securities with respect to which such registration rights are being assigned and the transferee's written agreement to be bound by this Agreement. [SIGNATURES BEGIN ON NEXT PAGE] 2 IN WITNESS WHEREOF, this Agreement has been executed as of the date and year first above written. MIND C.T.I. LTD. /s/ Monica Eisinger By: _____________________ Name: Monica Eisinger Title: President /s/ Monica Eisinger ________________________ Monica Eisinger /s/ Lior Salansky ________________________ Lior Salansky ADC TELEDATA COMMUNICATIONS LTD. /s/ Ilan Melamed By: ______________________ Name: Ilan Melamed Title: Chief Executive Officer /s/ Zeev Braude _________________________ Zeev Braude 3 MIND ISRAEL LTD. /s/ Monica Eisinger By: _____________________ Name: Monica Eisinger Title: President /s/ Avshalon Radzinsky ________________________ Avshalon Radzinsky /s/ Rafael Newman ________________________ Rafael Newman /s/ Izik Ben Zaken ________________________ Izik Ben Zaken /s/ Idit Maor ________________________ Idit Maor /s/ Shai Wesberg ________________________ Shai Wesberg SUMMIT VENTURES V, L.P. By: Summit Partners V, L.P., its General Partner By: Summit Partners, LLC, its General Partner /s/ Kevin Mohan By: ____________________ Member 4 SUMMIT COMPANION FUND, L.P. By: Summit Partners V, L.P., its General Partner By: Summit Partners, LLC, its General Partner /s/ Kevin Mohan By: ______________________ Member 5 SUMMIT V ADVISORS FUND, L.P. By: Summit Partners, LLC its General Partner /s/ Kevin Mohan By: ______________________ Member SUMMIT V ADVISORS FUND (QP), L.P. By: Summit Partners, LLC, its General Partner /s/ Kevin Mohan By: ______________________ Member SUMMIT INVESTORS III, L.P. /s/ Kevin Mohan By: ______________________ General Partner OSCAR GRUSS & SON INCORPORATED /s/ Michael Shaoul By: ______________________ Name: Michael Shaoul Title: Executive Vice President 6