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EXHIBIT 10.8
August 1, 2000
The Persons Listed on Exhibit A Hereto
Re: Shareholders' Agreement, Dated as of March 30, 2000, (as amended to
date), by and among MIND C.T.I. Ltd. (the "Company") and the
"Shareholders" as defined therein (the "Shareholders'
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Agreement")
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Ladies and Gentlemen:
This will confirm that, from and after the closing of the proposed
initial public offering of the ordinary shares of the Company, the undersigned
hereby waive any rights they have under Section 4 of the Shareholders' Agreement
with respect to any sales of ordinary shares by Non-Investor Shareholders, other
than sales by Monica Eisinger, Lior Salansky, and their respective Permitted
Transferees. Nothing herein shall affect the rights of any of the undersigned
contained in Section 4 of the Shareholders' Agreement with respect to sales of
ordinary shares by Monica Eisinger, Lior Salansky or their respective Permitted
Transferees. Capitalized words used as defined terms herein and not otherwise
defined shall have the meanings ascribed thereto in the Shareholders' Agreement.
/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
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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
Summit V 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
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
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Summit Investors III, L.P.
/s/ Kevin Mohan
By: __________________________
Name: Kevin Mohan
Title: General Partner
Oscar Gruss & Son Incorporated
/s/ Michael Shaoul
By: __________________________
Name: Michael Shaoul
Title: Executive Vice President
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Exhibit A
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MIND C.T.I. Ltd.
Summit Ventures V, L.P.
Summit V Companion Fund, L.P.
Summit V Advisors Fund, L.P.
Summit V Advisors Fund (QP), L.P.
Summit Investors III, L.P.
Oscar Gruss & Son Incorporated
Monica Eisinger
Lior Salansky
ADC Teledata Communications Ltd.
Zeev Braude
MIND Israel Ltd.
Avshalom Radzinsky
Rafael Newman
Izik Ben Zaken
Idit Maor
Shai Weisberg
