Monday com : Explanatory Note (Form 6-K)

Explanatory Note

Notice of Early Lock-Up Release Date

In connection with the initial public offering of ordinary shares (the 'IPO') of monday.com Ltd. (the 'Company'), each of the Company's executive officers and directors and the holders of substantially all of the Company's outstanding ordinary shares or securities convertible or exchangeable for ordinary shares as of the IPO entered into lock-up agreements delivered to the underwriters for the IPO that restrict their ability to sell or transfer the Company's shares through December 6, 2021, subject to certain exceptions.

The lock-up agreements provide that, if at any time beginning on or after September 7, 2021 (the 'Early Expiration Threshold Date'), (1) the Company has publicly furnished at least one quarterly earnings release on Form 6-K or has filed at least one annual report on Form 20-F, (2) the last reported closing price of the Company's ordinary shares is at least 33% greater than the IPO public offering price on such date and for 10 out of any 15 consecutive trading days ending on or after the Early Expiration Threshold Date (the 'Price Condition') and (3) such date occurs in a broadly applicable period during which trading in the Company's securities is permitted under the Company's Insider Trading Compliance Policy, then 25% of the ordinary shares held by current employees of the Company and 5% of the ordinary shares held by those who are not current employees of the Company subject to the lock-up agreements will be released from the lock-up restrictions and eligible for sale in the public market (the 'Designated Shares'), provided that two trading days' notice of such release is reported on a Form 6-K (the 'Notice Condition').

The Company expects that the Price Condition will be satisfied on September 7, 2021 and as a result, the Designated Shares will become eligible for sale in the public market at the open of trading on September 7, 2021 (subject to trading limitations on shares held by affiliates of the Company, continued vesting of any unvested equity awards as of such date and the Company's Insider Trading Compliance Policy). This Form 6-K is intended to satisfy the Notice Condition.

All remaining shares are expected to be released from the lock-up and eligible for immediate sale in the public market at the open of trading on the trading day immediately following the earlier of (i) December 6, 2021 or (ii) the second trading day after the Company has publicly furnished its second earnings release on a Form 6-K (subject to trading limitations on shares held by affiliates of the Company, continued vesting of any unvested equity awards as of such date and the Company's Insider Trading Compliance Policy).