1.

To approve an amendment to the Company’s Articles of Association, effective immediately upon the approval of this Proposal 1, to provide for the elimination of the different classes of members of the Board of Directors of the Company (the “Board”), so that after completion of their current term, the term of each director who is elected or reelected at or after the Annual Meeting (other than Outside Directors (as defined in the Israel Companies Law, 5759-1999, as amended (the “Israel Companies Law”)), shall be one year.

2.

To reelect Nadav Zohar as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of shareholders), and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

3.

To reelect Cynthia L. Paul as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of shareholders), and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

4.

To reelect Steven Levy as an Outside Director of the Company, to serve for a term of three years commencing as of the Annual Meeting, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

5.

To approve the existing compensation policy for officers and directors of the Company (the “Compensation Policy”), as required by the Israel Companies Law, to apply for the years 2026-2028.

6.

To approve an amendment to the indemnification provisions of the Company’s Articles of Association.

7.

To approve an amended and restated indemnification agreement to be entered into with each of our directors.

8.

To approve an amended and restated indemnification agreement to be entered into with our Chief Executive Officer.

9.

To approve the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.

10.

To report on the business of the Company for the fiscal year ended December 31, 2024, including a review of the fiscal 2024 financial statements.

11.

To act upon any other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

A:	The Annual Meeting will be held on December 15, 2025, at 2:30 p.m. Israel time, at our offices at 22 Hanagar Street, Neve Ne’eman Industrial Zone B, Hod Hasharon, Israel.

A:

Any shareholder may attend. Proof of ownership of the Company’s shares as of the Record Date, as well as a form of personal photo identification, must be presented in order to be admitted to the Annual Meeting. If your shares are held in the name of a bank, broker or other holder of record, you must bring a current brokerage statement or other proof of ownership with you to the Annual Meeting.

A:	Only holders of record of ordinary shares at the close of business on October 29, 2025, the Record Date for the Annual Meeting, are entitled to vote at the Annual Meeting.

A:

You may vote by mail. You can do this by completing your proxy card (if you are a shareholder of record) or your voting instruction card (if you are a “street name” beneficial owner) and returning it in the enclosed, prepaid and addressed envelope. If you return a signed card but do not provide voting instructions, your shares will be voted as recommended by the Board.

Q:	What is the difference between holding shares as a shareholder of record and holding shares in “street name”?

A:	Many Allot shareholders hold their shares through a bank, broker or other nominee rather than directly in their own name. As explained in this proxy statement, there are some distinctions between shares held of record and shares owned in “street name.”

A:	Yes. Even if you plan to attend the Annual Meeting, Allot recommends that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Annual Meeting.

A:	Yes. You may change your proxy instructions at any time prior to the vote at the Annual Meeting. If you are a shareholder of record, you may do this by:

•

filing a written notice of revocation with the Secretary of the Company, delivered to the Company’s address above;

•

granting a new proxy card bearing a later date; or

•

attending the Annual Meeting and voting in person (attendance at the Annual Meeting will not cause your previously granted proxy to be revoked unless you submit another vote at the Annual Meeting).

A:	When you submit a proxy vote, you appoint Liat Nahum and Rael Kolevsohn, or either of them, as your representative(s) at the Annual Meeting. Your shares will be voted at the Annual Meeting as you have instructed.

A:	It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all proxy cards to ensure that all of your shares are voted.

A:	To conduct business at the Annual Meeting, two or more shareholders must be present, in person or by proxy, representing not less than 25% of the ordinary shares outstanding as of the Record Date, that is, a quorum must be present.

A:

If a quorum is not present, the Annual Meeting will be adjourned to the same day at the same time the following week, or to such day and at such time and place as the Chairperson of the Annual Meeting may determine with the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment.

A:	Each outstanding ordinary share is entitled to one vote. The Company’s Articles of Association do not provide for cumulative voting.

Q:	What vote is required to approve each proposal presented at the Annual Meeting?

A:

Proposal 1 (approval of an amendment to our Articles of Association to provide for the elimination of the different classes of members of the Board of Directors of the Company) requires that securities representing at least two-thirds of the voting securities of the Company then outstanding be voted “FOR” the adoption of the proposal.

A:	If you are the record holder of your shares and do not specify on your proxy card how you want to vote your shares, your shares will be voted in favor of the proposals in accordance with the recommendation of the Board:

1.

“FOR” the approval of an amendment to the Company’s Articles of Association, effective immediately upon the approval of Proposal 1, to provide for the elimination of the different classes of members of the Board and to set the term of each director who is elected or reelected at or after the Annual Meeting (other than Outside Directors, who shall continue to serve in accordance with the Israel Companies Law) to one year.

2.

“FOR” the reelection of Nadav Zohar as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of shareholders), and until his successor has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

3.

“FOR” the reelection of Cynthia L. Paul as a Class I director, to serve until the 2028 annual meeting of shareholders (or, if Proposal 1 is approved, to serve until the 2026 annual meeting of shareholders), and until her successor has been duly elected and qualified, or until her office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

4.

“FOR” the reelection of Steven Levy as an Outside Director of the Company, to serve for a term of three years commencing as of the Annual Meeting, or until his office is vacated in accordance with the Company’s Articles of Association or the Israel Companies Law.

5.

“FOR” the approval of the Compensation Policy for the years 2026-2028.

6.

“FOR” the approval of the amendment of the indemnification provisions of the Company’s Articles of Association.

7.

“FOR” the approval of an amended and restated indemnification agreement to be entered into with each of our directors.

8.

“FOR” the approval of an amended and restated indemnification agreement to be entered into with our Chief Executive Officer.

9.

“FOR” the approval of the reappointment of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as Allot’s independent registered public accounting firm for the fiscal year ending December 31, 2025 and until the next annual meeting of shareholders, and to authorize the Board, upon recommendation of the audit committee, to fix the remuneration of said independent registered public accounting firm.

10.

In accordance with the best judgment of the named proxies on any other matters properly brought before the annual meeting and any postponement(s) or adjournment(s) thereof.

A:	We plan to announce preliminary voting results at the Annual Meeting and to report the final voting results following the Annual Meeting in a Report of Foreign Private Issuer on Form 6-K that we will furnish to the SEC.

A:

The Company will bear the costs of solicitation of proxies for the Annual Meeting. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies from shareholders by telephone, personal interview or otherwise. Such directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by the Company for their reasonable out-of-pocket expenses. The Company may also retain an independent advisor to assist in the solicitation of proxies. If retained for such services, the costs will be paid by the Company.

		Ordinary Shares Beneficially Owned (1)				Percentage of Ordinary Shares Beneficially Owned
Lynrock Lake Master Fund LP (2)			10,043,295				20.7	%
QVT Financial LP (3)			3,555,793				7.3	%
Kanen Wealth Management, LLC (4)			4,163,573				8.6	%

(1)

As used in this table, “beneficial ownership” means the sole or shared power to vote or direct the voting or to dispose or direct the disposition of any security. For purposes of this table, a person is deemed to be the beneficial owner of ordinary shares that can be acquired within 60 days from the Record Date through the exercise of any option or warrant. Ordinary shares subject to options or warrants that are currently exercisable or exercisable within 60 days are deemed outstanding for computing the ownership percentage of the person holding such options or warrants, but are not deemed outstanding for computing the ownership percentage of any other person. The amounts and percentages are based upon 48,425,616 ordinary shares outstanding as of the Record Date.

(2)

Based on information from the Company, Lynrock Lake Partners LLC directly holds 10,011,295 of our ordinary shares and Cynthia L. Paul directly holds 32,000 of our ordinary shares. Ms. Paul, the Chief Investment Officer of Lynrock Lake LP (“Lynrock Lake”) and Sole Member of Lynrock Lake Partners LLC, the general partner of Lynrock Lake, exercises voting and investment power over securities of the Issuer held by Lynrock Lake Master Fund LP. The business address of such holders is 2 International Drive, Suite 130, Rye Brook, NY 10573.

(3)

Based on a Schedule 13D/A filed on February 28, 2025, QVT Family Office Fund LP (“QVT Fund”) had shared voting and dispositive power over 3,555,793 of our ordinary shares.  QVT Financial LP (“QVT Financial”), as the investment manager for QVT Fund, and QVT Associates GP LLC (“QVT Fund GP”), was the general partner of the QVT Fund, have voting and dispositive power over these shares. The principal executive offices of QVT Fund, QVT Financial and QVT Fund GP is 888 Seventh Avenue, 43rd Floor, New York, New York 10106.

(4)

Based on a Schedule 13G/A filed on June 12, 2025 by Philotimo Fund LP, a Delaware limited partnership (“Philotimo”), Philotimo Focused Growth and Income Fund, a series of World Funds Trust and a Delaware statutory trust (“PHLOX”), Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”) and David L. Kanen, Philotomo beneficially owned 2,325,000 of our ordinary shares, PHLOX beneficially owned 1,200,000 of our ordinary shares, and KWM and David L. Kanen had each shared voting and dispositive power over 4,103,882 of our ordinary shares and David L. Kannen directly held 59,691 of our ordinary shares. David L. Kanen is the managing member of KWM and has voting and dispositive power over these shares. The business address of such holders is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.

Name		Ordinary Shares Beneficially Owned(1)		Percentage of Ordinary Shares Beneficially Owned
Directors
David Reis		*		*
Raffi Kesten		*		*
Nadav Zohar		*		*
Cynthia L. Paul(2)		10,043,295		20.7%
Efrat Makov		*		*
Steven D. Levy		*		*
Executive Officers
Eyal Harari		*		*
Liat Nahum		*		*
Rael Kolevsohn		*		*
Mark Shteiman		*		*
Gili Groner		*		*
Boaz Grossman		*		*
Noam Lila		*		*
All directors, director nominees and executive officers as a group		11,082,354		22.9%

39.2.1

Commencing with the Company’s 2025 Annual General Meeting, the members of the Board of Directors of the Company, other than Outside Directors, shall be elected by an Ordinary Resolution in a General Meeting, and each such Director shall hold office until the next Annual General Meeting and until his or her successor shall be elected and qualified.

39.2.2

Notwithstanding the foregoing Article 39.2.1, any Director, other than Outside Directors, elected prior to the Company’s 2025 Annual General Meeting shall hold office until the completion of his or her then-current term of office.

”

1.

a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, other than a personal interest in the appointment that is not as a result of relationship with the controlling shareholder, be voted “FOR” the resolution; or

2.

the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.

1.

a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the resolution; or

2.

the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.

62.1.1

a breach of duty of care to the Company or to any other person;

62.1.2

a breach of his or her duty of loyalty to the Company, provided that the Office Holder acted in good faith and had reasonable grounds to assume that act that resulted in such breach would not prejudice the interests of the Company;

62.1.3

a financial liability imposed on such Office Holder in favor of any other person; and

62.1.4

any other event, occurrence, matters or circumstances under any law with respect to which the Company may, or will be able to, insure an Office Holder, and to the extent such law requires the inclusion of a provision permitting such insurance in these Articles, then such provision is deemed to be included and incorporated herein by reference (including in accordance with Section 56h(b)(1) of the Securities Law, 5728-1968 if and to the extent applicable, and Section 50P of the Economic Competition Law, 5748-1988).

62.2.1

The Company may retroactively indemnify an Office Holder to the maximum extent permitted under applicable law, including with respect to the following liabilities and expenses, provided that such liabilities or expenses were imposed on such Office Holder or incurred by such Office Holder due to an act performed by or an omission of the Office Holder in such Office Holder’s capacity as an Office Holder:

62.2.1.1

a financial liability imposed on an Office Holder in favor of another person by any court judgment, including a judgment given as a result of a settlement or an arbitrator’s award which has been confirmed by a court;

62.2.1.2

reasonable litigation expenses, including reasonable legal fees, expended by the Office Holder as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, or in connection with a financial sanction, provided that (1) no indictment (as defined in the Companies Law) was filed against such Office Holder as a result of such investigation or proceeding; and (2) no financial liability in lieu of a criminal proceeding (as defined in the Companies Law) was imposed upon him or her as a result of such investigation or proceeding or if such financial liability was imposed, it was imposed with respect to an offense that does not require proof of criminal intent;

62.2.1.3

reasonable litigation costs, including reasonable legal fees, expended by an Office Holder or which were imposed on an Office Holder by a court in proceedings filed against the Office Holder by the Company or in its name or by any other person or in a criminal charge in respect of which the Office Holder was acquitted or in a criminal charge in respect of which the Office Holder was convicted for an offence which did not require proof of criminal intent; and

62.2.1.4

any other event, occurrence, matter or circumstance under any law with respect to which the Company may, or will be able to, indemnify an Office Holder, and to the extent such law requires the inclusion of a provision permitting such indemnity in these Articles, then such provision is deemed to be included and incorporated herein by reference (including in accordance with Section 56H(b)(1) of the Securities Law, 5728-1968  if and to the extent applicable, and Section 50P(b)(2) of the Economic Competition Law, 5748-1988).

62.2.2

The Company may undertake to indemnify an Office Holder, in advance, with respect to those liabilities and expenses described in the following Articles:

62.2.2.1

Sub-Article 0, provided that the undertaking to indemnify is limited to, and sets forth, (a) such events which the Directors shall deem to be foreseeable in light of the operations of the Company at the time that the undertaking to indemnify is made, and (b) such amounts or criteria which the Directors may, at the time of the giving of such undertaking to indemnify, deem to be reasonable under the circumstances; and

62.2.2.2

Sub-Articles 0, 0 and 0

62.4.1

Any amendment to the Companies Law or any other applicable law adversely affecting the right of any Office Holder to be indemnified, insured or exempt pursuant to this Article 62 and any amendments to this Article 62 shall be prospective in effect, and shall not affect the Company’s obligation or ability to indemnify, insure or exculpate an Office Holder for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

62.4.2

The provisions of this Article 62: (i) shall apply to the maximum extent permitted by law (including the Companies Law, the Securities Law, 5728-1968 and the Economic Competition Law, 5748-1988); and (ii) are not intended, and shall not be interpreted so as to restrict the Company, in any manner, in respect of the procurement of insurance or in respect of indemnification (whether in advance or retroactively) or exculpation in favor of any person who is not an Office Holder, including any employee, agent, consultant or contractor of the Company who is not an Office Holder; or any Office Holder to the extent that such insurance or indemnification is not specifically prohibited.”

1.

a simple majority of shares voted at the Annual Meeting, excluding the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the resolution; or

2.

the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the approval of the resolution voted against approval of the resolution does not exceed two percent of the outstanding voting power in the Company.

		Year ended December 31,
		2023				2024
		(in thousands of U.S. dollars)
Audit Fees (1)			489				480
Audit-Related Fees (2)			5				7
Tax Fees (3)			70				49
Other			-
Total			564				536

(1)

“Audit fees” include fees for services performed by the Company’s independent public accounting firm in connection with our annual audit for 2023 and 2024, certain procedures regarding the Company’s quarterly financial results submitted on Form 6-K and consultation concerning financial accounting and reporting standards.

(2)	“Audit-Related fees” relate to assurance and associated services that are traditionally performed by the independent auditor, including: accounting consultation and consultation concerning financial accounting, reporting standards and due diligence investigations.

(3)	“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions.

Allot Ltd. (“Allot”)

This document states the terms of the Allot’s Compensation Policy for its Executive Officers and Directors.

The Compensation Policy is designed to motivate our Executive Officers to drive Allot’s business and financial short and long term goals and to reward significantly on sustainable performance. Accordingly, the structure of Allot’s Compensation Policy ties the compensation for each Executive Officer, to Allot’s financial and strategic goals and achievements.

For purposes of this policy, “Executive Officers” shall mean “Office Holders” as such term is defined in the Israeli Companies Law, 5759-1999 (as may be amended from time to time) (the “Companies Law”), excluding, unless otherwise expressly indicated, Allot’s non-executive directors.

The effective date of this policy is the date of its approval by the Company’s shareholders. This policy will apply to any compensation determined after its effective date and will not, and is not intended to, apply to or deemed to amend employment and compensation terms of Executive Officers existing prior to such date.

The adoption of this policy will not grant any of the Company’s Directors and Executive Officers a right to receive any elements of compensation set forth in this compensation policy. The elements of compensation to which a Director or Executive Officer will be entitled will be exclusively those that are determined specifically in relation to him or her in accordance with the requirements of the Companies Law, and the regulations promulgated thereunder.

A change in the compensation package of an Executive Officer which reports to the CEO, which results in an increase of such Executive Officer's total compensation by no more than 10% per calendar year, may be approved solely by the CEO, provided each of the elements of compensation of such Executive Officer will continue to meet the requirements of the Compensation Policy.

Allot’s goals in setting the Compensation Policy for the Executive Officers is to attract, motivate and retain highly experienced personnel who will provide leadership for Allot’s success and enhance stockholder value, and to promote for each Executive Officer an opportunity to advance in a growing organization. The primary goals of the Compensation Policy are, therefore:

Allot aims to provide its Executive Officers with a structured compensation package, including competitive salaries and benefits, performance-motivating cash payout and equity incentive programs. Allot’s Executive Officer’s compensation package is composed of the following elements:

A competitive base salary (or fee) is essential to Allot’s ability to attract and retain highly skilled professionals in the long term. The base salary will vary between Executive Officers, and will be individually determined according to their performance, educational background, prior business experiences, aptitude, qualifications, role, personal responsibilities and taking into account external salary benchmarking for the specific role using a peer-group of companies. Peer-group companies will be carefully selected to provide an appropriate comparative model. Peer-group companies will be selected based on appropriate similarities taking into account factors such as market capitalization, type of industry, location of listing, level of revenues, number of employees, locations, relevance of such factors to the particular executive role being compared and other factors that will be considered relevant to the comparison. Therefore, Allot seeks to establish such base salary which will allow Allot to compete for, and retain, senior executive talent worldwide.

To that end, the peer-group companies will be selected and approved by Allot’s compensation committee, according to part or all of the following characteristics:

In the event that the services of the Executive Officer are provided via a personal management company and not by the Executive Officer directly as an employee of Allot, the fees paid to such personal management company (or unincorporated legal person) shall reflect, to the extent determined by Allot in the applicable service agreement, the base salary and the benefits and perquisites (plus applicable taxes such as Value Added Tax), in accordance with the guidelines of the Compensation Policy.

In addition, Executive Officers may be awarded a fixed one-time cash payment upon recruitment.

Benefits and perquisites for Allot’s Executive Officers will be comparable to customary competitive market entitlements. Certain benefits and perquisites are set forth in order to comply with legal requirements, while others serve as an additional component of the Executive Officer compensation package to attract and retain highly skilled professionals at Allot.

Such benefits and perquisites may vary depending on geographic location and other circumstances.

In certain countries, the above Benefits will be increased (when applicable) to meet statutory minimum levels.

Such additional benefits will not surpass in value 25% percent of the base salary of any Executive Officer.

Providing certain retirement and/or termination benefits, is designed to attract and motivate highly skilled professionals to join Allot and should also contribute in retaining its current Executive Officers.

The retirement and termination of service arrangements, shall consider the circumstances of such retirement or termination, the term of service or employment of the Executive Officer, his/her compensation package during such period, Allot’s performance during such period and the Executive Officer’s contribution to Allot achieving its goals and/or maximization of its profits.

The retirement and/or termination benefits may include the following benefits:

The cash bonus component aims to ensure that Allot’s Executive Officers are aligned in achieving Allot’s strategic and financial objectives. Cash bonuses are, therefore, determined based on both the financial results of Allot, as well as individual performance. Cash bonuses are rewarded with distinguishable terms to the following different Executive Officer populations:

The Compensation Committee and Board of Directors may approve certain adjustments to the Targets, Sales Targets and goals that were set at the beginning of the year in the event of material changes in the business environment of Allot, such as a re-organization of Allot, mergers, acquisitions, asset and/or business transfers, and/or material changes to the global business environment in which Allot operates.

In addition to the bonus payout formulas and to the maximum bonus opportunity as defined in Section 7.3 and Section 7.4 above, when an extraordinary transaction or effort is expected to take place (for example: a merger, acquisition, spin-off, a specific task), and subject to the approval of the Compensation Committee and the Board of Directors, a bonus scheme based on measurable and objective criteria may be defined with respect to all or some of the Executive Officers, with predetermined targets related to the transaction, and a payout cap of 50% of the Executive Officers’ annual base salary.

A retention grant may be paid, at the full discretion of the Compensation Committee and Board of Directors, following an event resulting in the majority of the voting power of Allot being transferred, whether by way of merger, reorganization, acquisition etc. If such an event occurs, Allot may offer a retention bonus to Executive Officers of up to 100% of annual base salary.

The Compensation Committee and Board of Directors will have full discretion to convert a portion of an Executive Officer’s annual cash bonus, in lieu of cash, into stock options or restricted stock units and to specify their vesting (and other) terms.

Subject to the conditions and limitations of this Section 7, an Executive Officer that is employed or provides services to the Company for only a portion of any year may be entitled to receive the pro-rata portion of any bonus described above, which will be calculated relatively to the period during which the Executive Officer was employed or provided services to the Company out of the entire calendar year.

Allot’s equity-based awards are aimed at enhancing the alignment between the Executive Officers’ interests and the long term interests of Allot and its shareholders, and to promote the retention of Executive Officers for longer terms.

Considering the potential for appreciation in the value of Allot’s stock in public trading markets as Allot grows, such element of compensation is regarded as having long-term incentive value in the recipients’ hands. In addition, since these equity-based awards are structured to vest over several years, their incentive value to recipients is aligned with longer-term strategic plans.

The equity awards may be in a form of one or more of various types of equity-based instruments, which may include stock options and restricted stock units in different weights. The weight of each of the equity-based instruments will be determined periodically by Allot’s Compensation Committee.

Allot may consider arrangements which will enable optimal tax planning for the Executive Officers.

However, the aforementioned restriction will not include a cash bonus which was converted into equity-based compensation as described above.

We believe that the Compensation Policy must motivate our Executive Officers to drive Allot’s business and financial results and is designed to reward significantly on sustainable performance over the long term. Accordingly, the structure of Allot’s Compensation Policy is established to tie the compensation of each Executive Officer, to Allot’s financial and strategic achievements and to enhance the alignment between the Executive Officers’ interests with the long term interests of Allot and its shareholders.

With the above considerations in mind, Allot will target a ratio between the fixed and the variable compensation (i.e., the Cash Bonus and the Equity-Based Award) of up to 1:10.

The ratios above express the targeted range in the event that all performance measures are achieved at target levels.

In the process of composing this Policy, the Compensation Committee and the Board of Directors have examined the ratio between overall compensation of the Executive Officers and the average and median salary of the other employees of Allot (including agency contractors, if any) (the “Internal Ratio”).1

The possible ramifications of the Internal Ratio on the work environment in Allot were examined, and will be periodically reviewed by the Compensation Committee and the Board of Directors, in order to ensure that levels of executive compensation, as compared to the overall workforce will not have a negative impact on work relations in Allot.

---

•

The non-executive members of Allot’s Board of Directors may (and, in the case of outside directors, shall) be entitled to remuneration and refund of expenses according to the provisions of the Companies Regulations (Rules on Remuneration and Expenses of Outside Directors), 5760-2000, as amended by the Companies Regulations (Relief for Public Companies Traded in Stock Exchange Outside of Israel), 5760-2000, as such regulations may be amended from time to time.

•

In addition, the non-executive members of Allot’s Board of Directors may be eligible to participate in Allot’s equity plans. Such equity grants will vest over a period of not less than one year, to be determined by Allot’s Board of Directors with respect to each grant, and will not exceed in value (based on accepted valuation methods), on the date of grant, $200,000, per vesting annum.  The non-executive members of Allot’s Board of Directors may also receive equity grants with immediate vesting, but such grants will be treated as cash compensation for purposes of this Compensation Policy.

Allot may exculpate the members of its Board of Directors and its Executive Officers from a breach of duty of care, to the extent permitted by applicable law.

Allot may indemnify its Directors and Executive Officers to the fullest extent permitted by applicable law, for any liability and expense that may be imposed on the Executive Officer, all subject to applicable law.

Allot will provide “Directors and Officers Insurance” for its Directors and Executive Officers. The maximum aggregate coverage for any such insurance policy will be USD 60 million, as may be increased or decreased from time to time by the Company’s shareholders, and the maximum annual premium paid for such coverage shall be USD 750,000.

The Board of Directors may, at its sole discretion, approve compensation terms which are lower than the amounts described herein.

The Board of Directors has the right to reduce any variable compensation to be granted to an Executive Officer due to special circumstances determined by the Board of Directors.

In the event of an accounting restatement, Allot shall be entitled to recover from any current Executive Officer bonus compensation paid, in the amount of the excess over what would have been paid under the accounting restatement, with a 36 month (three-year) look-back from the date of the restatement. The compensation recovery will not apply to former Executive Officers of Allot. Allot will only seek reimbursement from the Executives to the extent such Executives would not have been entitled to all or a portion of such compensation, based on the financial data included in the restated financial statements. The Compensation Committee will be responsible for approving the amounts to be recouped and for setting terms for such recoupment from time to time.

Notwithstanding the aforesaid, the compensation recovery will not be triggered in the event of a financial restatement required because of changes in the applicable financial reporting standards.

Nothing in this Section 14 derogates from any other “Claw-back” or similar provisions regarding disgorging of profits imposed on Executive Officers by virtue of applicable securities laws.

 

 

                                                                                                          Date: [●]

 

Dear [Mr. / Ms.] [●●]:

 

WHEREAS, at the request of Allot Ltd. (“Allot”), you served in the past, are currently serving or will serve in the future as an “Office Holder” (“nosse misra”) of Allot, as such term is defined in Section 1 of the Israeli Companies Law, 5759-1999 (including the regulations thereunder, the “Companies Law”);

 

WHEREAS, both Allot and you recognize the increased risk of litigation and other claims being asserted against Office Holders of public companies, and that highly competent persons have become more reluctant to serve public companies as directors and officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to, and activities on behalf of, public companies;

 

WHEREAS, Allot has determined that (i) the increased difficulty in attracting and retaining competent persons is detrimental to the best interests of Allot’s shareholders and that Allot should act to assure such persons that there will be increased certainty of such protection in the future, and (ii) it is reasonable, prudent and necessary for Allot to contractually obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law, so that they will serve or continue to serve Allot free from undue concern that they will not be so indemnified; ​

 

WHEREAS, Allot’s Articles of Association provide that it may indemnify and exculpate its Office Holders to the maximum extent permitted by applicable law;

 

WHEREAS, in recognition of your need for substantial protection against personal liability in order to assure your continued service to Allot in an effective manner and, in part, in order to provide you with specific contractual assurance that the indemnification, insurance and exculpation afforded by Allot’s Articles of Association will be available to you, Allot wishes to undertake in this Indemnification Undertaking (this “Undertaking”) to indemnify you and to advance expenses to you to the maximum extent permitted by applicable law and as set forth in this Undertaking and provide for insurance and exculpation of you as set forth in this Undertaking; and

 

WHEREAS, this Undertaking is being issued to you in accordance with the approval of the shareholders of Allot at the general meeting held on [●], 2025;

 

NOW THEREFORE, Allot hereby confirms and undertakes to you as follows:

 

1.          Undertaking to Indemnify. Allot hereby undertakes to indemnify you to the maximum extent permitted by applicable law for any liability and expense specified in subsections (a) through (f) below, imposed on you due to or in connection with an act performed by you, either prior to or after the date hereof, in your capacity as an Office Holder, including as a director, officer, employee, observer, agent or fiduciary of Allot, any subsidiary thereof or any another corporation, collaboration, partnership, joint venture, trust or other enterprise, in which you serve at any time at the request of Allot (a “Corporate Capacity”):

 

 

 

 

 

 

 

 

 

For the purposes of this Undertaking, (i) the term “act performed in your capacity as an Office Holder” shall include any act, omission and failure to act and any other circumstances relating to or arising from your service in a Corporate Capacity. and (ii) “expenses” shall include attorneys’ fees and all other costs, expenses and obligations paid or incurred by you in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any claim relating to any matter for which indemnification hereunder may be provided. Expenses shall be considered paid or incurred by you at such time as you are required to pay or incur such cost or expenses, including upon receipt of an invoice or payment demand.

 

If you so request in writing, and subject to Allot’s repayment and reimbursement rights set forth in this Undertaking and to any limitation imposed by applicable law, Allot shall pay amounts to cover expenses with respect to which you are entitled to be indemnified under this Section 1, as and when incurred. The payments of such amounts shall be made promptly by Allot directly to your legal and other advisors, and any such payment shall be deemed to constitute indemnification hereunder. As part of such undertaking, Allot will make available to you any security or guarantee that you may be required to post in accordance with an interim decision given by a court, governmental or administrative body, or an arbitrator, including for the purpose of substituting for liens imposed on your assets.

 

2.          Scope of Coverage. Allot’s undertaking to indemnify you pursuant to Section 1(a) above and advance expenses thereunder is limited to liabilities and expenses deriving from your actions in the cases detailed in Exhibit A hereto. At the time of approval, the Board of Directors of Allot (the “Board”) determined, based on the then-current activity of Allot, that the events listed in Exhibit A hereto are reasonably anticipated and that the amount stated in Section 4 in connection therewith is reasonable. The indemnification provided under Section 1(a) shall not be subject to the limitations imposed by this Section 2, Section 4 and Exhibit A if and to the extent such limits are no longer required by the Companies Law.

 

3.          Exclusions. Allot shall not indemnify you for any financial liability imposed upon you for any of the following:

 

 

 

 

 

4.          Amount of indemnification.

 

 

 

 

5.          Conditions for granting indemnification.

 

 

 

 

 

 

6.          Legal Proceeding Involving Allot. Allot may, from time to time, ask you to participate in or otherwise assist in a Legal Proceeding brought by, against or otherwise involving Allot. In such case, Allot will advance or promptly reimburse your reasonable expenses incurred in connection with your participation or assistance in such Legal Proceeding, subject to such guidelines and procedures as may be established by Allot from time to time. Allot’s obligations under this Section 6 shall not be subject to the provisions or limitations of Sections 1 through 5 above.

 

7.          Allot undertakes that, subject to any mandatory limitations under applicable law, as long as it may be obligated to provide indemnification and advance expenses under this Undertaking, Allot will purchase and maintain in effect directors’ and officers’ liability insurance, which will include coverage for your benefit to the maximum extent of the coverage available for any director or officer under such policy or policies, providing coverage in amounts as reasonably determined by the Board; provided that Allot shall have no obligation to obtain or maintain a directors’ and officers’ insurance policy if Allot determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such insurance is so limited by exclusions that it provides an insufficient benefit. Allot hereby undertakes to notify you at least 30 days prior to the expiration or termination of the directors’ and officers’ insurance policy.

 

8.          ​ Allot undertakes to give prompt written notice of the commencement of any claim hereunder to the insurers in accordance with the procedures set forth in each of the policies. Allot shall thereafter diligently take all actions reasonably necessary under the circumstances to cause such insurers to pay, on your behalf, all amounts payable as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. The above shall not derogate from Allot’s authority to freely negotiate or reach any compromise with the insurer which is reasonable in Allot’s sole discretion, provided that Allot shall act in good faith and in a diligent manner.

 

9.          Allot shall not be liable under this Undertaking to make any payment in connection with any indemnifiable event to the extent you have otherwise actually received payment under any insurance policy or otherwise (without any obligation on your part to repay any such amount) of the amounts otherwise indemnifiable hereunder. Any amounts paid to you under such insurance policy or otherwise after Allot has indemnified you for such liability or expense shall be repaid to Allot promptly upon receipt by you. Allot hereby acknowledges that from time to time you may have certain rights to indemnification, advancement of expenses or insurance provided by shareholders of Allot, and certain of its affiliates and third parties (collectively, the “Secondary Indemnitors”). Subject to the terms and conditions of this Undertaking, Allot hereby agrees that (i) Allot is the indemnitor of first resort (i.e. its obligations to you are primary and any obligation of the Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by you is secondary); (ii) Allot shall be required to advance the full amount of expenses incurred by you and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Undertaking (or any other agreement between Allot and you), without regard to any rights you may have against the Secondary Indemnitors; and (iii) Allot irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims Allot may have against the Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Without altering or expanding any of Allot’s indemnification obligations hereunder, Allot further agrees that no advancement or payment by the Secondary Indemnitors on behalf of you with respect to any claim for which you have sought indemnification from Allot shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of you against Allot. Allot agrees that the Secondary Indemnitors are express third party beneficiaries of the terms of this section.

 

 

10.          To the maximum extent permitted by applicable law, Allot hereby exculpates and releases you in advance and retrospectively from your responsibility, in whole or in part, to Allot with respect to damages related to any breach of the duty of care to Allot, except in those instances where Allot cannot exculpate you in advance from your responsibility to Allot, including with respect to the breach of the duty of care in connection with a “distribution” as such term is defined in the Companies Law.

 

11.          This Undertaking relates to your performance as an Office Holder of Allot, or a director or officer, employee, observer, agent or fiduciary in the entities specified in the first paragraph of Section 1, and will be valid both with respect to proceedings taken against you during your term as an Office Holder, or director or officer, employee, observer, agent or fiduciary as above, and with respect to proceedings against you following the end of your term. This Undertaking shall also inure to the benefit of your heirs and other legal substitutes.

 

12.          This Undertaking supersedes any prior undertaking for indemnification, if given to you in the past; however, this Undertaking does not derogate from or waive any other indemnification or exculpation to which you are entitled from any other source by applicable law or by any other undertaking.

 

13.          This Undertaking shall not restrict Allot or prevent it from granting additional or special indemnification or exculpation, provided that this does not prejudice the indemnification and exculpation that are the subject of this Undertaking.

 

14.          Your rights hereunder shall not be deemed exclusive of any other rights that you may have under Allot’s Articles of Association, applicable law or otherwise, and to the extent that during the indemnification period the indemnification rights of the then-serving Office Holders are more favorable to such Office Holders than the indemnification rights provided hereunder to you, you shall be entitled to the full benefits of such more favorable indemnification rights to the extent permitted by law. To the extent that a change in the law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under Allot’s Articles of Association of Allot and this Undertaking, then you shall enjoy by this undertaking the greater benefits so afforded by such change.

 

15.          Duration of Undertaking. All agreements and obligations of Allot contained herein shall continue during the period you are an Office Holder of Allot (or are or were serving at the request of Allot as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as you may be subject to any proceeding by reason of your Corporate Capacity, whether or not you are acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Undertaking. This Undertaking shall continue in effect regardless of whether you continue to serve as an Office Holder of Allot or any affiliated company at Allot’s request.

 

16.          Non-Exclusivity. Your rights under this Undertaking shall not be deemed exclusive of any other rights you may have under Allot’s Articles of Association, applicable law or otherwise, and to the extent that during the duration of this Undertaking the indemnification rights of the then- serving directors and officers are more favorable to such directors or officers than the indemnification rights provided to you under this Undertaking, you shall be entitled to the full benefits of such more favorable indemnification rights to the extent permitted by law.

 

17.          Binding Effect. This Undertaking  shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. In the event of a merger or consolidation of Allot or a transfer or disposition of all or substantially all of the business or assets of Allot, you shall be entitled to the same indemnification and insurance provisions as the most favorable indemnification and insurance provisions afforded to the then-serving Office Holders of Allot. In the event that in connection with such transaction Allot purchases a directors’ and officers’ “tail” or “run-off” policy for the benefit of its then serving Office Holders, then such policy shall cover you and such coverage shall be deemed to be in satisfaction of the insurance requirements under this Undertaking. This Undertaking shall continue in effect during the duration of indemnification specified in Section 15 above, regardless of whether you continue to serve in a Corporate Capacity.

 

Any amendment to the Companies Law, the Israeli Securities Law, 5728-1968, the Israeli Economic Competition Law, 5748-1988 or other applicable law adversely affecting your right to be indemnified, insured or released pursuant hereto shall be prospective in effect, and shall not affect Allot’s obligation or ability to indemnify or insure you for any act or omission occurring prior to such amendment, unless otherwise provided by applicable law.

 

18.          Amendments and Waivers. This Undertaking shall constitute a binding undertaking by Allot enforceable in accordance with its terms. Any amendment, addition or omission will be valid only upon execution of a written agreement signed by the parties hereto. No amendment, alteration or repeal of this Undertaking or of any provision hereof shall limit or restrict any of your rights under this Undertaking in respect of any action taken or omitted by you prior to such amendment, alteration or repeal, unless caused by a change to the law that cannot be altered contractually. No waiver of any of the provisions of this Undertaking shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any waiver shall be in writing.

 

19.          Notices. All notices and other communications given or made pursuant to this Undertaking shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (a) on the date of personal delivery to the party to be notified, (b) on the recipient’s next business day if sent by electronic mail (with electronic confirmation of receipt), or (c) four (4) days after having been sent by a recognized overnight courier, postage prepaid.

 

20.          Successors and Assigns. This Undertaking shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of Allot), assigns, spouses, heirs, executors and personal and legal representatives.

 

21.          Governing Law. This Undertaking shall be governed by the laws of the State of Israel. The competent courts of the State of Israel located in Tel Aviv shall have exclusive jurisdiction and venue over all matters in connection with this Undertaking, including its validity, construction, extent or cancellation. Each party irrevocably submits to the exclusive jurisdiction and venue of such courts, and no other forum shall have any jurisdiction or venue.

 

22.          Enforcement. Allot expressly confirms and agrees that it has entered into this Undertaking and assumed the obligations imposed on it hereby in order to induce you to serve as an Office Holder of Allot, and Allot acknowledges that you are relying upon this Undertaking in serving as an Office Holder of Allot.

 

23.          Counterparts; Facsimile. This Undertaking may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

	Sincerely,   Allot Ltd.   By:                                           Name: Title:
I hereby agree to the conditions of the above Indemnification Undertaking: By: ___________________________________ Name:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* For the sake of clarity, in the subsections detailed in this Exhibit A, Allot shall mean to include subsidiaries and affiliated companies in which you serve as an Office Holder in matters related thereto.

Please detach along perforated line and mail in the envelope provided.

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				FOR	AGAINST	ABSTAIN
	1.	TO APPROVE AN AMENDMENT TO THE COMPANY’S ARTICLES OF ASSOCIATION, EFFECTIVE IMMEDIATELY UPON THE APPROVAL OF THIS PROPOSAL 1, TO PROVIDE FOR THE ELIMINATION OF THE DIFFERENT CLASSES OF MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY (THE “BOARD”), SO THAT AFTER COMPLETION OF THEIR CURRENT TERM, THE TERM OF EACH DIRECTOR WHO IS ELECTED OR REELECTED AT OR AFTER THE ANNUAL MEETING SHALL BE ONE YEAR (OTHER THAN OUTSIDE DIRECTORS, AS DEFINED IN THE ISRAEL COMPANIES LAW, 5759-1999, AS AMENDED (THE “ISRAEL COMPANIES LAW”), WHO SHALL CONTINUE TO SERVE FOR FIXED THREE-YEAR TERMS IN ACCORDANCE WITH THE ISRAEL COMPANIES LAW).		☐	☐	☐