FIFTH
      AMENDED AND RESTATED

    


    INVESTORS’
      RIGHTS AGREEMENT

    


     

    



February
  9, 2006

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FIFTH
      AMENDED AND RESTATED

     

    INVESTORS’
      RIGHTS AGREEMENT

     


THIS
  FIFTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the
  9th
  day of February, 2006, by and among Wintegra, Inc., a Delaware corporation (the
  “Company”),
  the investors listed on Schedule A
  hereto, each of which is herein referred to as a “D-Investor”,
  the holders of Series A Preferred Shares listed on Schedule
  B
  hereto, each of which is herein referred to as an “A-Investor”,
  the
  holders of Series B Preferred Shares listed on Schedule
  C
  hereto, each of which is herein referred to as an “B-Investor”
  and the holders of Series C Preferred Shares listed on Schedule
  D
  hereto, each of which is referred to as a "C-Investor"
  (the D-Investors, C-Investors, B-Investors and the A-Investors shall jointly
  be referred to as the “Investors”)
  and the holders of Common Stock listed on Schedule E
  hereto, each of whom is herein referred to as a “Founder.”

     

    RECITALS

     

    WHEREAS,
      the Company, the Founders, the C-Investors, the B-Investors and the A-Investors
      are parties to the Fourth Amended and Restated Investors’ Rights Agreement dated
      January, 2005 (the “Previous
      IR Agreement”);
      and

     

    WHEREAS,
      the parties to the Previous IR Agreement wish to amend and restate the Previous
      IR Agreement so that this Agreement shall govern the rights of the Investors
      and
      the Founders to cause the Company to register shares of Common Stock issued
      or
      issuable to them and certain other matters as set forth herein and shall replace
      the Previous IR Agreement;

     

    NOW,
      THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

     

    1.  Registration
      Rights.
      The
      Company covenants and agrees as follows:

     

    1.1  Definitions.
      Capitalized terms used but not defined herein shall have the meanings assigned
      to such terms in the Series D Agreement. For purposes of this
      Agreement:

     

    (i)  The
      term
“Act”
means
      the Securities Act of 1933, as amended.

     

    (ii)  The
      term
“Form S-3”
means
      such form under the Act as in effect on the date hereof or any registration
      form
      under the Act subsequently adopted by the SEC that permits inclusion or
      incorporation of substantial information by reference to other documents filed
      by the Company with the SEC.

     

    (iii)  The
      term
“Holder”
means
      any person owning or having the right to acquire Registrable Securities or
      any
      assignee thereof in accordance with Section 1.11 hereof; provided, however,
      that the Founders shall not be deemed to be Holders for purposes of
      Section 1.2, 1.12 and 1.11.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  The
      term
“Major
      Holder”
means
      a
      Holder that holds at least 3% of the Registrable Securities then outstanding;
      provided however, that each of TI, CDIB and Grindylow Group Ltd. (“Grindylow”)
      shall
      each be considered a Major Holder for so long as it holds at least 2% of the
      Registrable Securities and further provided that PMC-Sierra, Inc. ("PMC-Sierra")
      shall
      be considered a Major Holder for so long as it holds more than 1.5% of the
      Registrable Securities.

     

    (v)  The
      term
“Major
      Investor”
means
      an Investor that holds at least 3% of the Registrable Securities then
      outstanding, provided however, that Grindylow shall be considered a “Major
      Investor” for so long as it holds at least 2% of the Registrable Securities then
      outstanding (on an as-converted basis) and further provided that PMC-Sierra
      shall be considered a Major Investor for so long as it holds more than 1.5%
      of
      the Registrable Securities then outstanding (on an as-converted basis).


     

    (vi)  The
      term
“Initial
      Offering”
means
      the Company’s first firm commitment underwritten public offering of its Common
      Stock under the Act. 

     

    (vii)  The
      term
“1934
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    (viii)  The
      term
“Common
      Stock”
means
      the Company’s Common Stock, par value $0.001 per share.

     

    (ix)  The
      term
“Preferred
      Stock”
means
      the Company’s Series A Preferred Stock, par value $0.001 per share, the
      Company’s Series B Preferred Stock, par value $0.001 per share, the Company’s
      Series C Preferred Stock, par value $0.001 per share and the Company’s Series D
      Preferred Stock, par value $0.001 per share (the “Series
      D Preferred Stock”)
      issued
      to the Investors, as defined in the Series D Agreement.

     

    (x)  The
      term
“register,”
      “registered,”
and
      “registration”
refer
      to a registration effected by preparing and filing a registration statement
      or
      similar document in compliance with the Act, and the declaration or ordering
      of
      effectiveness of such registration statement or document.

     

    (xi)  The
      term
“Preferred
      Registrable Securities”
means
      (i) the Common Stock issuable or issued upon conversion of the Preferred
      Stock, (ii) any Common Stock of the Company issued as (or issuable upon the
      conversion or exercise of any warrant, right or other security that is issued
      as) a dividend or other distribution with respect to, or in exchange for, or
      in
      replacement of, the shares referenced in (i) above, excluding in all cases,
      however, any Registrable Securities sold by a person in a transaction in which
      his rights under this Section 1 are not assigned.

    
    

    
      
        
        

      

      
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    (xii)  The
      term
“Founder
      Registrable Securities”
means
      (i)  Common Stock held by the Founders as of the date of the signing of
      this Agreement, provided, however, that such shares of Common Stock shall not
      be
      deemed Registrable Securities for the purposes of Section 1.2, 1.11 and
      1.12 and (ii) any Common Stock of the Company issued as (or issuable upon
      the conversion or exercise of any warrant, right or other security that is
      issued as) a dividend or other distribution with respect to, or in exchange
      for,
      or in replacement of, the shares referenced in (i) above, excluding in all
      cases, however, any Registrable Securities sold by a Founder in a transaction
      in
      which his rights under this Section 1 are not assigned.

     

    (xiii)  The
      term
“Registrable
      Securities”
means
      Preferred Registrable Securities and Founder Registrable
      Securities.

     

    (xiv)  The
      term
“Merger
      and Acquisition"
      means
      (A) the
      acquisition of this Company by another entity by means of any transaction or
      series of related trans-actions (including, without limitation, any
      reorganization, merger or consolidation) that results in the transfer of fifty
      percent (50%) or more of the outstanding voting power of this corporation;
      or
      (B) 
a
      sale of all or substantially all of the Company’s assets or shares.

     

    (xv)  The
      number of shares of "Registrable
      Securities then outstanding"
      shall
      be determined by the number of Common Stock outstanding, calculated on an
      as-converted basis, which are Registrable Securities.

     

    (xvi)  “Permitted
      Transferee”
means
      with regards to any shareholder of the Company, any person or entity, directly
      or indirectly, that controls or is controlled by or is under common control
      with
      such shareholder, any corporation wholly owned by such shareholder, the
      shareholders of such shareholder, the spouse or member of such shareholder’s
      immediate family, or a custodian, trustee (including a trustee of a voting
      trust), executor, or other fiduciary for the account of such shareholder’s
      spouse or members of such shareholder’s immediate family, or a trust for such
      shareholder’s own self, or a charitable remainder trust, or, if the shareholder
      is a partnership, any partner of the partnership or any other partnership or
      other entity managed by the same manager, and the general or limited partners
      or
      managing entities of such shareholder, or any affiliate of such shareholder
      or
      partner under common or related management or control with such shareholder,
      and
      in the case of either Genesis Partners II LDC or Genesis Partners II (Israel)
      L.P., either of Genesis Partners I L.P. or Genesis Partners I (Cayman) L.P.,
      provided that each such transferee or assignee, prior to the completion of
      the
      sale, transfer, or assignment shall have executed documents assuming the
      obligations of such shareholder under this Agreement. 

     

    Rights
      to
      transfer shares of the Company to a Permitted Transferee are intended to
      facilitate a shareholder's allocation of such shareholder's shares of the
      Company among commonly controlled or similarly situated persons or entities
      and
      are not intended to be used to facilitate a change in control of the
      Company.

    


    (xvii)  “TI”
means
      Texas Instruments Incorporated, a company incorporated under the laws of the
      state of Delaware.

     


    
      
        
        

      

      
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    1.2  Request
      for Registration.

     

    (i)  Subject
      to the conditions of this Section 1.2, if the Company shall receive within
      the five (5) year period commencing 90 days after the effective date of the
      Initial Offering a written request from the Holders of at least 35% of the
      Preferred Registrable Securities then outstanding (the “Initiating
      Holders”)
      that
      the Company file a registration statement under the Act covering the
      registration of Registrable Securities that requests the registration of shares
      in a minimum amount of five million United States dollars ($5,000,000), then
      the
      Company shall, within twenty (20) days of the receipt thereof, give written
      notice of such request to all Holders, and subject to the limitations of this
      Section 1.2, use best efforts to effect, as soon as practicable, the
      registration under the Act of all Registrable Securities that the Holders
      request to be registered in a written request received by the Company within
      twenty (20) days of the mailing of the Company’s notice pursuant to this
      Section 1.2(i).

     

    (ii)  If
      the
      Initiating Holders intend to distribute the Registrable Securities covered
      by
      their request by means of an underwriting, they shall so advise the Company
      as a
      part of their request made pursuant to this Section 1.2 and the Company
      shall include such information in the written notice referred to in
      Section 1.2(i). In such event the right of any Holder to include its
      Registrable Securities in such registration shall be conditioned upon such
      Holder’s participation in such underwriting and the inclusion of such Holder’s
      Registrable Securities in the underwriting (unless otherwise mutually agreed
      by
      a majority in interest of the Initiating Holders and such Holder) to the extent
      provided herein. All Holders proposing to distribute their securities through
      such underwriting shall enter into an underwriting agreement in customary form
      with the underwriter or underwriters selected for such underwriting by a
      majority in interest of the Initiating Holders which underwriter or underwriters
      shall be reasonably acceptable to a majority in interest of the Initiating
      Holders.

     

    (iii)  If
      the
      underwriter advises the Company that marketing factors require a limitation
      of
      the number of securities underwritten (including Registrable Securities), then
      the Company shall so advise all Holders of Registrable Securities that would
      otherwise be underwritten pursuant hereto, and the number of shares that may
      be
      included in the underwriting shall be allocated to the Holders of such
      Registrable Securities on a pro rata basis based on the number of Registrable
      Securities held by all such Holders (including the Initiating Holders). Any
      Registrable Securities excluded or withdrawn from such underwriting shall be
      withdrawn from the registration.

     

    (iv)  The
      Company shall not be required to effect a registration pursuant to this
      Section 1.2:

     

    (a)
      in
      any particular jurisdiction in which the Company would be required to execute
      a
      general consent to service of process in effecting such registration, unless
      the
      Company is already subject to service in such jurisdiction and except as may
      be
      required under the Act; or

     

    (b)
      after
      the Company has effected two (2) registrations pursuant to this
      Section 1.2, and such registrations have been declared or ordered
      effective; or

     

    
      
        
        

      

      
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    (c)
      during the period starting with the date sixty (60) days prior to the
      Company’s good faith estimate of the date of the filing of, and ending on a date
      one hundred eighty (180) days following the effective date of, or, if
      earlier, upon completion of the distribution contemplated by, a
      Company-initiated registration subject to Section 1.3 below, provided that
      the Company is actively employing in good faith all reasonable efforts to cause
      such registration statement to become effective; or

     

    (d)
      if
      the Initiating Holders propose to dispose of Registrable Securities that may
      be
      registered on Form S-3 pursuant to Section 1.4 hereof; or

     

    (e)
      if
      the Company shall furnish to Holders requesting a registration statement
      pursuant to this Section 1.2, a certificate signed by the Chairman of the
      Board stating that in the good faith judgment of the Board of Directors of
      the
      Company, it would be seriously detrimental to the Company and its shareholders
      for such registration statement to be effected at such time, in which event
      the
      Company shall have the right to defer such filing for a period of not more
      than
      ninety (90) days after receipt of the request of the Initiating Holders,
      provided that such right to delay a request shall be exercised by the Company
      not more than once in any twelve (12)-month period.

     

    1.3  Company
      Registration.
      If (but
      without any obligation to do so) the Company proposes to register (including
      for
      this purpose a registration effected by the Company for shareholders other
      than
      the Holders) any of its stock or other securities under the Act in connection
      with the public offering of such securities (other than: (a) a registration
      relating solely to the sale of securities to participants in a Company stock
      plan, (b) a registration relating to a corporate reorganization, merger,
      acquisition or other transaction under Rule 145 of the Act, (c) a
      registration on any form that does not include substantially the same
      information as would be required to be included in a registration statement
      covering the sale of the Registrable Securities which, for the sake of
      clarification, shall not be deemed to include a registration on Form S-3 or
      any
      equivalent form), or (d) a registration in which the only Common Stock being
      registered is Common Stock issuable upon conversion of debt securities that
      are
      also being registered), the Company shall, at such time, promptly give each
      Holder written notice of such registration. Upon the written request of each
      Holder given within twenty (20) days after mailing of such notice by the Company
      in accordance with Section 3.5, the Company shall, subject to the
      provisions of Section 1.3(ii), use all reasonable efforts to cause to be
      registered under the Act all of the Registrable Securities that each such Holder
      has requested to be registered.

     

    (i)  Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 1.3 prior to the effectiveness of such
      registration whether or not any Holder has elected to include securities in
      such
      registration. The expenses of such withdrawn registration shall be borne by
      the
      Company in accordance with Section 1.7 hereof.

     

    (ii)  Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under this
      Section 1.3 to include any of the Holders’ securities in such underwriting
      unless they accept the terms of the underwriting, in customary form, as agreed
      upon between the Company and the underwriters selected by it (or by other
      persons entitled to select the underwriters) and enter into an underwriting
      agreement in customary form with an underwriter or underwriters selected by
      the
      Company and approved by majority in interest of holders of Preferred Registrable
      Securities, and then only in such quantity as the underwriters determine in
      their sole discretion will not materially and adversely jeopardize the success
      of the offering by the Company. If the total amount of securities, including
      Registrable Securities, requested by Holders to be included in such offering
      exceeds the amount of securities sold other than by the Company that the
      underwriters determine in their sole discretion could materially and adversely
      jeopardize the success of the offering, then the Company shall be required
      to
      include in the offering only that number of such securities, including
      Registrable Securities, that the underwriters determine in their sole discretion
      will not materially and adversely jeopardize the success of the offering, the
      securities so included to be apportioned among the holders of Registrable
      Securities requested to be included in such offering and among the holders
      of
      the Founder Registrable Securities requested to be included in such offering
      as
      follows: 75% of the shares to be sold by shareholders shall be allocated among
      the holders of Preferred Registrable Securities and 25% shall be allocated
      between the holders of the Founder Registrable Securities, with the internal
      allocation among such groups being on a pro rata basis based on the number
      of
      Registrable Securities held by all the holders requested to be included in
      such
      offering, provided however, that in no event shall the number of Founder
      Registrable Securities sold by any Founder (as a percentage of all shares sold
      in the offering by shareholders) exceed the Founder’s percentage holding in the
      Company. 

     

    
      
        
        

      

      
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    (iii)  For
      purposes of the preceding parenthetical concerning apportionment, for any
      Stockholder that is a Holder of Registrable Securities that is a partnership
      or
      corporation, the partners, retired partners and stockholders of such Holder,
      or
      the estates and family members of any such partners and retired partners and
      any
      trusts for the benefit of any of the foregoing persons (“Related Party”) shall
      be deemed to be a single “Holder,” as applicable and any pro rata reduction with
      respect to such “Holder” shall be based upon the aggregate amount of Registrable
      Securities owned by all such related entities and individuals.

     

    1.4  Form
      S-3 Registration.
      In case
      the Company shall receive from the (i) Initiating Holders (as such term is
      defined in section 1.2 above) or (ii) the Holders of the majority in interest
      of
      the Founder Registrable Securities ("Initiating
      Founders"),
      a
      written request or requests that the Company effect a registration on
      Form S-3 and any related qualification or compliance with respect to all or
      a part of the Registrable Securities owned by such Holder or Holders, the
      Company shall:

     

    (i)  promptly
      give written notice of the proposed registration, and any related qualification
      or compliance, to all other Holders; and

     

    (ii)  use
      best
      efforts to effect, as soon as practicable, such registration and all such
      qualifications and compliances as may be so requested and as would permit or
      facilitate the sale and distribution of all or such portion of such Holders’
Registrable Securities as are specified in such request, together with all
      or
      such portion of the Registrable Securities of any other Holders joining in
      such
      request as are specified in a written request given within fifteen (15) days
      after receipt of such written notice from the Company, provided, however, that
      the Company shall not be obligated to effect any such registration,
      qualification or compliance, pursuant to this section 1.4:

     

    
      
        
        

      

      
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    (a)
      if
      Form S-3 is not available for such offering by the Holders;

     

    (b)
      if
      the Company shall furnish to the Holders a certificate signed by the Chairman
      of
      the Board of the Company stating that in the good faith judgment of the Board
      of
      Directors of the Company, it would be seriously detrimental to the Company
      and
      its shareholders for such Form S-3 Registration to be effected at such
      time, in which event the Company shall have the right to defer the filing of
      the
      Form S-3 registration statement for a period of not more than ninety (90)
      days after receipt of the request of the Holder or Holders under this
      Section 1.4; provided, however, that the Company shall not utilize this
      right more than once in any twelve month period;

     

    (c)
      in
      any particular jurisdiction in which the Company would be required to qualify
      to
      do business or to execute a general consent to service of process in effecting
      such registration, qualification or compliance.

     

    (iii)  Subject
      to the foregoing, the Company shall file a registration statement covering
      the
      Registrable Securities and other securities so requested to be registered as
      soon as practicable after receipt of the request or requests of the Holders.
      Registrations effected pursuant to this Section 1.4 shall not be counted as
      requests for registration effected pursuant to Sections 1.2.

     

    1.5  Obligations
      of the Company.
      Whenever required under this Section 1 to effect the registration of any
      Registrable Securities, the Company shall, as expeditiously as reasonably
      possible:

     

    (i)  prepare
      and file with the SEC a registration statement with respect to such Registrable
      Securities and use best efforts to cause such registration statement to become
      effective, and, upon the request of the Holders of a majority of the Registrable
      Securities registered thereunder, keep such registration statement effective
      for
      a period of up to one hundred eighty (180) days or, if earlier, until the
      distribution contemplated in the Registration Statement has been
      completed;

     

    (ii)  prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of all securities covered by such registration
      statement;

     

    (iii)  furnish
      to the Holders such numbers of copies of a prospectus, including a preliminary
      prospectus, in conformity with the requirements of the Act, and such other
      documents as they may reasonably request in order to facilitate the disposition
      of Registrable Securities owned by them;

     


    
      
        
        

      

      
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    (iv)  use
      best
      efforts to register and qualify the securities covered by such registration
      statement under such other securities or Blue Sky laws of such jurisdictions
      as
      shall be reasonably requested by the Holders, provided that the Company shall
      not be required in connection therewith or as a condition thereto to qualify
      to
      do business or to file a general consent to service of process in any such
      states or jurisdictions;

     

    (v)  in
      the
      event of any underwritten public offering, enter into and perform its
      obligations under an underwriting agreement, in usual and customary form, with
      the managing underwriter of such offering;

     

    (vi)  notify
      each Holder of Registrable Securities covered by such registration statement
      at
      any time when a prospectus relating thereto is required to be delivered under
      the Act or the happening of any event as a result of which the prospectus
      included in such registration statement, as then in effect, includes an untrue
      statement of a material fact or omits to state a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading in
      the
      light of the circumstances then existing;

     

    (vii)  notify
      each Holder of Registrable Securities covered by such registration statement,
      promptly after the Company shall receive notice thereof, of the time when such
      registration statement becomes effective or when any amendment or supplement
      or
      any prospectus forming a part of such registration has been filed.

     

    (viii)  notify
      each Holder of Registrable Securities covered by such registration statement,
      promptly of any request by the SEC for the amending of supplementing of such
      registration statement or prospectus for additional information.

     

    (ix)  advise
      each Holder whose Registrable Shares are included in such registration statement
      promptly after the Company shall receive notice or otherwise obtain knowledge
      of
      the issuance of any order by the SEC suspending the effectiveness of such
      registration statement or amendment thereto or of the initiation or threatening
      of any proceeding for that purpose; and promptly use its best efforts to prevent
      the issuance of any stop order or to obtain its withdrawal promptly if a stop
      order should be issued.

     

    (x)  use
      its
      best efforts to furnish, at the request of any Holder requesting registration
      of
      Registrable Securities pursuant to this agreement on the date that such
      Registrable Securities are delivered to the underwriters for sale in connection
      with a registration pursuant to this agreement, if such securities are being
      sold through underwriters, on the date that the registration statement with
      respect to such securities becomes effective, (i) an opinion, dated such date,
      of the counsel representing the Company for the purposes of such registration,
      in form and substance as is customarily given to underwriters in an underwritten
      public offering, addressed to the underwriters, if any, and (ii) a letter dated
      such date, from the independent certified public accountants of the Company,
      in
      form and substance as is customarily given by independent certified public
      accountants to underwriters in an underwritten public offering, addressed to
      the
      underwriters, if any.

     

    
      
        
        

      

      
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    (xi)  cause
      all
      such Registrable Securities registered pursuant hereunder to be listed on each
      securities exchange on which similar securities issued by the Company are then
      listed; and

     

    (xii)  provide
      a
      transfer agent and registrar for all Registrable Securities registered pursuant
      hereunder and a CUSIP number for all such Registrable Securities, in each case
      not later than the effective date of such registration.

     

    1.6  Information
      from Holder.
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section 1 with respect to the Registrable
      Securities of any selling Holder that such Holder shall furnish to the Company
      such information regarding itself, the Registrable Securities held by it, and
      the intended method of disposition of such securities as shall be required
      under
      the Act to effect the registration of such Holder’s Registrable
      Securities.

     

    1.7  Expenses
      of Registration.
      All
      expenses other than underwriting discounts and commissions incurred in
      connection with registrations, filings or qualifications pursuant to
      Sections 1.2, 1.3 and 1.4 including (without limitation) all registration,
      filing and qualification fees, printers’ and accounting fees, fees and
      disbursements of counsel for the Company and the reasonable fees and
      disbursements of one counsel for the selling Holders shall be borne by the
      Company. Notwithstanding the foregoing, the Company shall not be required to
      pay
      for any expenses of any registration proceeding begun pursuant to
      Section 1.2 or Section 1.4 if the registration request is subsequently
      withdrawn at the request of the Holders of a majority of the Registrable
      Securities to be registered (in which case all participating Holders shall
      bear
      such expenses pro rata based upon the number of Registrable Securities that
      were
      to be requested in the withdrawn registration), unless, in the case of a
      registration requested under Section 1.2, the Holders of a majority of the
      Registrable Securities agree to forfeit their right to one demand registration
      pursuant to Section 1.2, provided, however, that if at the time of such
      withdrawal, the Holders have learned of a material adverse change in the
      condition, business, or prospects of the Company that is different from that
      known to the Holders at the time of their request and have withdrawn the request
      with reasonable promptness following disclosure by the Company of such material
      adverse change, then the Holders shall not be required to pay any of such
      expenses and shall retain their rights pursuant to Section 1.2 or 1.4.


     

    1.8  Delay
      of Registration.
      No
      Holder shall have any right to obtain or seek an injunction restraining or
      otherwise delaying any such registration as the result of any controversy that
      might arise with respect to the interpretation or implementation of this
      Section 1.

     

    1.9  Indemnification.
      In the
      event any Registrable Securities are included in a registration statement under
      this Section 1:

     

    
      
        
        

      

      
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    (i)  To
      the
      extent permitted by law, the Company will indemnify and hold harmless each
      Holder, the partners or officers, directors and shareholders of each Holder,
      legal counsel and accountants for each Holder, any underwriter (as defined
      in
      the Act) for such Holder and each person, if any, who controls such Holder
      or
      underwriter within the meaning of the Act or the 1934 Act, against any losses,
      claims, damages or liabilities (joint or several) to which they may become
      subject under the Act, the 1934 Act or any state securities laws, insofar as
      such losses, claims, damages, or liabilities (or actions in respect thereof)
      arise out of or are based upon any of the following statements, omissions or
      violations (collectively a “Violation”): (i) any untrue statement or
      alleged untrue statement of a material fact contained in such registration
      statement, including any preliminary prospectus or final prospectus contained
      therein or any amendments or supplements thereto, (ii) the omission or
      alleged omission to state therein a material fact required to be stated therein,
      or necessary to make the statements therein not misleading, or (iii) any
      violation or alleged violation by the Company of the Act, the 1934 Act, any
      state securities laws or any rule or regulation promulgated under the Act,
      the
      1934 Act or any state securities laws; and the Company will reimburse each
      such
      Holder, underwriter or controlling person for any legal or other expenses
      reasonably incurred by them in connection with investigating or defending any
      such loss, claim, damage, liability or action; provided, however, that the
      indemnity agreement contained in this subsection l.9(i) shall not apply to
      amounts paid in settlement of any such loss, claim, damage, liability or action
      if such settlement is effected without the consent of the Company (which consent
      shall not be unreasonably withheld), nor shall the Company be liable in any
      such
      case for any such loss, claim, damage, liability or action to the extent that
      it
      arises out of or is based upon a Violation that occurs in reliance upon and
      in
      conformity with written information furnished expressly for use in connection
      with such registration by any such Holder, underwriter or controlling person;
      provided further, however, that the foregoing indemnity agreement with respect
      to any preliminary prospectus shall not inure to the benefit of any Holder
      or
      underwriter, or any person controlling such Holder or underwriter, from whom
      the
      person asserting any such losses, claims, damages or liabilities purchased
      shares in the offering, if a copy of the prospectus (as then amended or
      supplemented if the Company shall have furnished any amendments or supplements
      thereto) was not sent or given by or on behalf of such Holder or underwriter
      to
      such person, if required by law so to have been delivered, at or prior to the
      written confirmation of the sale of the shares to such person, and if the
      prospectus (as so amended or supplemented) would have cured the defect giving
      rise to such loss, claim, damage or liability.

     

    (ii)  To
      the
      extent permitted by law, each selling Holder will indemnify and hold harmless
      the Company, each of its directors, each of its officers who has signed the
      registration statement, each person, if any, who controls the Company within
      the
      meaning of the Act, legal counsel and accountants for the Company, any
      underwriter, any other Holder selling securities in such registration statement
      and any controlling person of any such underwriter or other Holder, against
      any
      losses, claims, damages or liabilities (joint or several) to which any of the
      foregoing persons may become subject, under the Act, the 1934 Act or any state
      securities laws, insofar as such losses, claims, damages or liabilities (or
      actions in respect thereto) arise out of or are based upon any Violation, in
      each case to the extent (and only to the extent) that such Violation occurs
      in
      reliance upon and in conformity with written information furnished by such
      Holder expressly for use in connection with such registration; and each such
      Holder will reimburse any person intended to be indemnified pursuant to this
      subsection l.9(ii), for any legal or other expenses reasonably incurred by
      such
      person in connection with investigating or defending any such loss, claim,
      damage, liability or action; provided, however, that the indemnity agreement
      contained in this subsection l.9(ii) shall not apply to amounts paid in
      settlement of any such loss, claim, damage, liability or action if such
      settlement is effected without the consent of the Holder (which consent shall
      not be unreasonably withheld), provided that in no event shall any indemnity
      under this subsection l.9(ii) exceed the gross proceeds from the offering
      received by such Holder.

     


    
      
        
        

      

      
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    (iii)  Promptly
      after receipt by an indemnified party under this Section 1.9 of notice of
      the commencement of any action (including any governmental action), such
      indemnified party will, if a claim in respect thereof is to be made against
      any
      indemnifying party under this Section 1.9, deliver to the indemnifying
      party a written notice of the commencement thereof and the indemnifying party
      shall have the right to participate in, and, to the extent the indemnifying
      party so desires, jointly with any other indemnifying party similarly noticed,
      to assume the defense thereof with counsel selected by the indemnifying party;
      provided, however, that an indemnified party (together with all other
      indemnified parties that may be represented without conflict by one counsel)
      shall have the right to retain one separate counsel, with the fees and expenses
      to be paid by the indemnifying party, if representation of such indemnified
      party by the counsel retained by the indemnifying party would be inappropriate
      due to actual or potential differing interests between such indemnified party
      and any other party represented by such counsel in such proceeding. The failure
      to deliver written notice to the indemnifying party within a reasonable time
      of
      the commencement of any such action, if prejudicial to its ability to defend
      such action, shall relieve such indemnifying party of any liability to the
      indemnified party under this Section 1.9, but the omission so to deliver
      written notice to the indemnifying party will not relieve it of any liability
      that it may have to any indemnified party otherwise than under this
      Section 1.9.

     

    (iv)  If
      the
      indemnification provided for in this Section 1.9 is held by a court of
      competent jurisdiction to be unavailable to an indemnified party with respect
      to
      any loss, liability, claim, damage or expense referred to herein, then the
      indemnifying party, in lieu of indemnifying such indemnified party hereunder,
      shall contribute to the amount paid or payable by such indemnified party as
      a
      result of such loss, liability, claim, damage or expense in such proportion
      as
      is appropriate to reflect the relative fault of the indemnifying party on the
      one hand and of the indemnified party on the other in connection with the
      statements or omissions that resulted in such loss, liability, claim, damage
      or
      expense, as well as any other relevant equitable considerations. The relative
      fault of the indemnifying party and of the indemnified party shall be determined
      by reference to, among other things, whether the untrue or alleged untrue
      statement of a material fact or the omission to state a material fact relates
      to
      information supplied by the indemnifying party or by the indemnified party
      and
      the parties’ relative intent, knowledge, access to information, and opportunity
      to correct or prevent such statement or omission.

     

    (v)  Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with the underwritten public offering are in conflict with the foregoing
      provisions, the provisions in the underwriting agreement shall
      control.

     

    (vi)  The
      obligations of the Company and Holders under this Section 1.9 shall survive
      the completion of any offering of Registrable Securities in a registration
      statement under this Section 1, and otherwise.

     


    
      
        
        

      

      
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    1.10  Reports
      Under Securities Exchange Act of 1934.
      With a
      view to making available to the Holders the benefits of Rule 144
      promulgated under the Act and any other rule or regulation of the SEC that
      may
      at any time permit a Holder to sell securities of the Company to the public
      without registration or pursuant to a registration on Form S-3, the Company
      agrees to:

     

    (i)  make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144, at all times after the effective date of the Initial
      Offering;

     

    (ii)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Act and the 1934 Act; and

     

    (iii)  furnish
      to any Holder, so long as the Holder owns any Registrable Securities, forthwith
      upon request (i) a written statement by the Company that it has complied
      with the reporting requirements of SEC Rule 144 (at any time after ninety
      (90) days after the effective date of the first registration statement filed
      by
      the Company), the Act and the 1934 Act (at any time after it has become subject
      to such reporting requirements), or that it qualifies as a registrant whose
      securities may be resold pursuant to Form S-3 (at any time after it so
      qualifies), (ii) a copy of the most recent annual or quarterly report of
      the Company and such other reports and documents so filed by the Company, and
      (iii) such other information as may be reasonably requested in availing any
      Holder of any rule or regulation of the SEC that permits the selling of any
      such
      securities without registration or pursuant to such form.

     

    1.11  Assignment
      of Registration Rights.
      The
      rights to cause the Company to register Registrable Securities pursuant to
      this
      Agreement may be assigned or transferred (but only with all related obligations)
      by a Holder. In the event that a Holder transfers such right to any person
      or
      entity other than a Permitted Transferee and such transferee is entitled to
      sell
      all of his Preferred Registrable Securities under Rule 144 during any one
      quarter, then such transferee shall not have the rights under and shall not
      be
      bound by Section 1 herein. 

     

    1.12  Limitations
      on Subsequent Registration Rights.
      From
      and after the date of this Agreement, the Company shall not, without the prior
      written consent of the Holders of sixty percent (60%) of the Preferred
      Registrable Securities, enter into any agreement with any holder or prospective
      holder of any securities of the Company that would allow such holder or
      prospective holder (a) to include such securities in any registration filed
      under Section 1.3 and 1.4 hereof, unless under the terms of such agreement,
      such holder or prospective holder may include such securities in any such
      registration only to the extent that the inclusion of such securities will
      not
      reduce the amount of the Registrable Securities of the Holders that are included
      or (b) to demand registration of their securities. 

     

    1.13  “Market
      Stand-Off” Agreement.
      Each
      Holder hereby agrees that it will not, without the prior written consent of
      the
      managing underwriter, during the period commencing on the date of the final
      prospectus relating to the Company’s initial public offering and ending on the
      date specified by the Company and the managing underwriter (such period not
      to
      exceed one hundred eighty (l80) days) (i) lend, offer, pledge, sell,
      contract to sell, sell any option or contract to purchase, purchase any option
      or contract to sell, grant any option, right or warrant to purchase, or
      otherwise transfer or dispose of, directly or indirectly, any shares of Common
      Stock or any securities convertible into or exercisable or exchangeable for
      Common Stock (whether such shares or any such securities are then owned by
      the
      Holder or are thereafter acquired), or (ii) enter into any swap or other
      arrangement that transfers to another, in whole or in part, any of the economic
      consequences of ownership of the Common Stock, whether any such transaction
      described in clause (i) or (ii) above is to be settled by delivery of
      Common Stock or such other securities, in cash or otherwise. The foregoing
      provisions of this Section 1.13 shall apply only to the Company’s initial
      public offering of equity securities, shall not apply to the sale of any shares
      to an underwriter pursuant to an underwriting agreement, and shall only be
      applicable to the Holders if all officers and directors and greater than five
      percent (5%) shareholders of the Company enter into similar agreements. The
      underwriters in connection with the Company’s initial public offering are
      intended third party beneficiaries of this Section 1.13 and shall have the
      right, power and authority to enforce the provisions hereof as though they
      were
      a party hereto. In order to enforce the foregoing covenant, the Company may
      impose stop-transfer instructions with respect to the Registrable Securities
      of
      each Holder (and the shares or securities of every other person subject to
      the
      foregoing restriction) until the end of such period.

     

    
      
        
        

      

      
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    1.14  Limitation
      on Amendment.
      The
      Company shall not adversely amend the registration rights of the Founders
      without the prior written consent of at least one of the Founders. 

     

    2.  Covenants
      of the Company.

     

    2.1  Accounting
      and Delivery of Financial Statements.
      The
      Company shall maintain a standard system of accounting established and
      administered in accordance with generally accepted accounting principles and
      until the Initial Offering shall deliver to each Major Investor:

     

    (i)  as
      soon
      as practicable, but in any event within sixty (60) days after the end of each
      fiscal year of the Company, a consolidated income statement for such fiscal
      year, a consolidated balance sheet of the Company and statement of shareholder’s
      equity as of the end of such year, and a consolidated statement of cash flows
      for such year, such year-end financial reports to be in reasonable detail,
      prepared in accordance with generally accepted accounting principles (“GAAP”),
      and audited and certified by one of the “Big Four” independent public accountant
      firms, selected by the Company.

     

    (ii)  as
      soon
      as practicable, but in any event within thirty (30) days after the end of each
      of the first three (3) quarters of each fiscal year of the Company, an unaudited
      and reviewed income statement, statement of cash flows for such fiscal quarter
      and an unaudited and reviewed balance sheet as of the end of such fiscal
      quarter, in a form acceptable to the majority of the directors nominated by
      the
      holders of Preferred Registrable Securities. The aforesaid reports shall be
      in
      reasonable detail, prepared in accordance with GAAP consistently applied with
      prior practice for earlier periods, unless 75% of the Directors appointed by
      the
      Investors approve otherwise.

     


    
      
        
        

      

      
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    (iii)  within
      fifteen (15) days of the end of each month, a short form report as determined
      by
      the Board of Directors of the Company for and as of the end of such month,
      in
      reasonable detail;

     

    (iv)  as
      soon
      as practicable, but in any event at least fifteen (15) days prior to the end
      of
      each fiscal year, a budget and business plan for the next fiscal year, prepared
      on a monthly basis, including operating budget, balance sheets, income
      statements and statements of cash flows for such months and, as soon as
      prepared, any other budgets or revised budgets prepared by the
      Company;

     

    (v)  with
      respect to the financial statements called for in subsection(ii) of this
      Section 2.1, an instrument executed by the Chief Financial Officer or
      President of the Company certifying that such financials were prepared in
      accordance with the terms of section 2.1(ii) above and fairly present the
      financial condition of the Company and its results of operation for the period
      specified, subject to year-end audit adjustment; and

     

    (vi)  such
      other information relating to the financial condition, business, prospects
      or
      corporate affairs of the Company as the Major Investor or any assignee of the
      Investor may from time to time reasonably request; and

     

    (vii)  prompt
      notice of any litigation or material adverse claims or disputes.

     

    (viii)  Each
      of
      the Founders shall be entitled to receive (i) all the information under this
      Section 2.1 as long as such Founder is employed by the Company and serves as
      a
      director on the Company’s Board of Directors; (ii) the annual report under
      Section 2.1(i) as long as such Founder qualifies as a Major Holder.


     

    2.2  Inspection.
      The
      Company shall permit each Major Investor, at such Major Investor’s expense, to
      visit and inspect the Company’s properties, to examine its books of account and
      records and to discuss the Company’s affairs, finances and accounts with its
      officers, all at such reasonable times as may be requested by the Investor;
      provided, however, that the Company shall not be obligated pursuant to this
      Section 2.2 to provide access to any information that it reasonably
      considers to be a trade secret or similar confidential information of such
      nature that ought not properly be disclosed to such Investor. Notwithstanding
      anything stated herein, inspection and observer rights of PMC-Sierra shall
      be as
      stated in the Board Observation Rights Letter that appears as Exhibit
      F
      to the
      Series D Agreement, unless and until PMC-Sierra and the Company mutually agree
      otherwise.

     

    2.3  Assignment
      of Rights.
      Unless
      specifically provided otherwise, the rights and obligations pursuant to
      subsections 2.1 and 2.2 may be assigned or otherwise conveyed by a Major Holder
      or subsequent transferee only to a holder which holds immediately after such
      transfer more than 5% of the Preferred Registrable Securities, as long as such
      assignment is together with all or any of the Preferred Shares referred to
      in
      such subsection and is not to a party which may compete with the
      Company.
      The
      aforesaid limitation shall not apply to such transfer of rights and obligations
      pursuant to subsections 2.1 and 2.2 to any Permitted Transferee. 

     


    
      
        
        

      

      
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    3.  Pre-emptive
      Rights.

     

    3.1  Subject
      to the terms and conditions specified in this Section 3, the Company hereby
      grants to each Major Investor until the Initial Offering a pre-emptive right
      with respect to future sales by the Company of its Shares. For purposes of
      this
      Section 3, Major Investor includes any general partners and affiliates if a
      Major Investor is a partnership. A Major Investor shall be entitled to apportion
      the right of first offer hereby granted it among itself and its partners and
      affiliates in such proportions as it deems appropriate, provided that such
      Major
      Investor is a partnership.

     

    3.2  Each
      time
      the Company proposes to offer any shares of, or securities convertible into
      or
      exchangeable or exercisable for any shares of, any class of its capital stock
      (“Shares”), the Company shall first make an offering of such Shares to each
      Major Investor in accordance with the following provisions.

     

    (i)  The
      Company shall deliver a notice in accordance with Section 3.5
      (“Notice”)
      to the
      Major Investor stating (i) its bona fide intention to offer such Shares,
      (ii) the number of such Shares to be offered, and (iii) the price and
      terms upon which it proposes to offer such Shares.

     

    (ii)  By
      written notification received by the Company, within twenty (20) calendar days
      after receipt of the Notice, the Major Investor may elect to purchase or obtain,
      at the price and on the terms specified in the Notice, up to two times the
      Major
      Investor’s Pro Rata Portion of the Shares. For purposes of this Section 3,
“Pro
      Rata Portion”
shall
      equal a fraction, the numerator of which is the number of shares of Common
      Stock
      issued or issuable upon conversion of other securities then held by a Major
      Investor, and the denominator of which is the total number of shares of Common
      Stock of the Company then issued and outstanding (assuming full conversion
      of
      all convertible securities; for avoidance of doubt employee options shall not
      be
      viewed as convertible securities) provided however that the right of all the
      Major Investors together under this Section 3.2(ii) shall be in any event
      limited to two thirds (2/3) of the Shares the Company proposes to
      offer.

     

    (iii)  If
      a
      Major Investor does not exercise in full its right under this Section 3.2,
      or if
      such right is limited in accordance with Section 3.2(vii) herein below, the
      other Major Investors shall have the right to purchase that number of Shares
      that were not purchased by such Major Investor by giving written notice of
      their
      intention within three (3) business days after receiving a notice from the
      Company setting forth the amount of unsubscribed shares. Shares subscribed
      for
      under this clause (iii) shall be allocated among the Major Investors based
      on
      each such Major Investor’s Pro-Rata Portion. To the extent that any of the
      Shares that Major Investors are entitled to obtain are not elected to be
      obtained as provided in subsection 3.2 hereof, the Company may, during the
      ninety (90) day period following the expiration of the period provided in
      subsections 3.2(ii) and (iii) hereof, offer the remaining unsubscribed
      portion of such Shares to any person or persons at a price not less than, and
      upon terms no more favorable to the offeree than those specified in the Notice.
      If the Company does not enter into an agreement for the sale of the Shares
      within such period, or if such agreement is not consummated within ninety (90)
      days of the execution thereof, the right provided hereunder shall be deemed
      to
      be revived and such Shares shall not be offered unless first reoffered to the
      Major Investors in accordance herewith.

     

    
      
        
        

      

      
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    (iv)  “Shares”
shall
      not include: (i) the issuance or sale of shares of stock (or options
      therefor) to employees, directors and consultants under stock plans approved
      by
      the Company’s Board of Directors; (ii) the issuance of securities pursuant
      to the conversion or exercise of convertible or exercisable securities; (iii)
      any dividend payable in shares of Common Stock or any shares issued upon a
      subdivision or combination of such shares; (iv) the issuance of securities
      in
      connection with acquisitions of assets, businesses or companies, made by the
      Company or settlements of claims involving the Company (v) the issuance of
      securities constituting up to 10% of the outstanding share capital of the
      Company immediately prior to such issuance, to a Strategic Investor, (herein
      defined as an entity that has entered into a material agreement with the Company
      such as an OEM agreement, agreement for purchase and/or sale of goods, or a
      joint project), which Strategic Investor has been designated as a Strategic
      Investor by a majority of the Board of Directors with the affirmative vote
      of at
      least two of the Board members appointed by the holders of Preferred Stock;
      and
      (vi) issuance of securities or warrants to a lending institution in connection
      with a Hybrid Financing, as defined in and subject to subsection 3.2 (v )
      below.

     

    (v)  In
      the
      event the Company desires to obtain any loan or credit facility under a loan
      arrangement from a lending institution stipulating the issuance of a warrant
      or
      an obligation of the Company to issue any securities of the Company to the
      lending institution (a “Hybrid
      Financing”),
      then
      the Major Investors will have the right to provide the Company with such Hybrid
      Financing on the same terms and conditions that were offered to the Company
      by
      such lending institution in the same manner as outlined in Sections 3.2(i)-(iv),
      provided that the Major Investors, in the aggregate, take up the full amount
      of
      the Hybrid Financing. 

     

    (vi)  As
      long
      as a Founder is (i) either employed by the Company or serves as a director
      on
      the Company’s Board of Directors; and (ii) holds more than 5% of the Company’s
      outstanding share capital, such Founder shall have a pre-emptive right with
      respect to the Shares that are not required to be offered to the Major Investors
      under Section 3.2(ii), up to the proportion between the number of shares of
      Common Stock issued and held by such Founder to the total number of shares
      outstanding (on an as converted basis). For the sake of clarity, said Founder
      shall not be entitled to purchase any shares that were not purchased by the
      Major Investors and/or the other Founder under this Section 3. The pre-emptive
      right of the Founders under this Section 3.2(vi) shall lapse with respect to
      any
      issuance of securities by the Company, if the Major Investors have waived fifty
      percent (50%) or more of their pre-emptive right with respect to such round
      of
      share issuances. The pre-emptive right of the Founders shall be exercised
      according to the procedure set forth in Sections 3.2(i)-(iv) and as a part
      thereof.

     

    (vii)  Notwithstanding
      anything to the contrary in this Section 3, Marvell Semiconductor Israel Ltd.’s
      right to pre-emption shall be limited so that its holdings in the Company,
      directly or indirectly, shall not exceed 16.66% of the share capital of the
      Company, on an as-converted, fully-diluted basis. 

     

    
      
        
        

      

      
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    4.  The
      Board of Directors

     

    4.1  Size
      of Board of Directors.
      The
      Board
      of Directors shall consist of up to seven (7) members. Four directors shall
      be
      elected by the holders of a majority of the outstanding shares of Preferred
      Stock (on an as-converted basis), and the outstanding shares of Common Stock,
      voting as a single class and three directors shall be elected by a majority
      of
      the outstanding shares of Common Stock, voting as a single class.
      Notwithstanding the foregoing, each of the stockholders of the Company shall
      vote all of its shares in favor of, and take all action necessary to elect,
      those directors selected in accordance with the provisions of Section 4.2.
      

     

    4.2  Composition
      of the Board of Directors. 

     

    (i)  Each
      of
      the four directors to be elected by the holders of Preferred Stock and Common
      Stock, voting as a single class shall be an individual nominated by a majority
      of the members of the serving Board of Directors. 

     

    (ii)  Each
      of
      the three directors to be elected by the holders of Common Stock (“Common Stock
      Designees") shall be individuals who are nominated by the Holders of at least
      fifty percent (50%) of the voting power of the total number of then outstanding
      Common Stock of the Company (the “Majority
      of Common”),
      considered for the purposes of this Section 4.2(ii) as one group. 

     

    (iii)  Any
      director may be removed by an affirmative vote of the stockholders who appointed
      such director, providing that the respective stockholders, voting separately
      as
      a class, shall vote for the removal of any such director, only upon the written
      request of the entities or individuals that appointed such
      director.

     

    (iv)  
      If any
      vacancy occurs on the Board of Directors because of death, retirement, removal
      or resignation of a director, the person or entity that appointed such director
      shall designate a successor, and the respective stockholders, voting separately
      as a class, shall vote their securities of the Company in favor of the election
      of such successor to the Board of Directors, subject to the provisions of this
      Section 4.2.

     

    (v)  The
      Company shall execute an indemnity letter agreement with each director serving
      on the Board of Directors, in the form to be approved by counsel for the
      Investors.

     

    (vi)  Within
      thirty (30) days of the Closing, the Company shall obtain and maintain Directors
      and Officers Insurance, in an amount to be determined by the Board of Directors
      and approved by the Lead Investor.

     

    4.3  Board
      Observer.
      As long
      as each of TI and CDIB are Major Holders, each of TI and CDIB will be entitled
      to designate an observer to the Company’s Board of Directors and any appointed
      committees thereof who will be entitled to observe all Board and Committee
      discussions, both business and technical, other than private discussions
      relating to the relationship between the Company and TI or discussions of
      matters which the Board determines in good faith are of a highly confidential
      or
      proprietary nature and the disclosure of which could reasonably be expected
      to
      be detrimental to the Company.

     

    
      
        
        

      

      
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    4.4  Termination.
      The
      provisions of this Section 4 shall terminate upon the Initial
      Offering.

     

    5.  Miscellaneous.

     

    5.1  Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including transferees of any shares of Registrable
      Securities). Nothing in this Agreement, express or implied, is intended to
      confer upon any party other than the parties hereto or their respective
      successors and assigns any rights, remedies, obligations, or liabilities under
      or by reason of this Agreement, except as expressly provided in this
      Agreement.

     

    5.2  Effect
      of Change in Company’s Capital Structure.
      If,
      from time to time, there is any stock dividend, stock split or other change
      in
      the character or amount of any of the outstanding stock of the Company, then
      in
      such event any and all new, substituted or additional securities to which a
      shareholder is entitled by reason of the shareholder’s ownership of the stock
      shall be immediately subject to the rights and obligations set forth in this
      Agreement, the Series D Agreement and any documents and agreement referred
      to
      thereto, with the same force and effect as the stock subject to such rights
      immediately before such event.

     

    5.3  Governing
      Law.
      Since
      certain of the Investors are based in Israel, this Agreement shall be governed
      by and construed under the laws of the State of Israel as applied to agreements
      among Israel residents entered into and to be performed entirely within Israel.
      However, corporate law matters will be governed by and construed under the
      laws
      of the State of Delaware.

     

    5.4  Counterparts.
      This
      Agreement may be executed 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.

     

    5.5  Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    5.6  Notices.
      Any
      notice required or permitted to be given to a party pursuant to the provisions
      of this Agreement will be in writing and will be effective and deemed given
      to
      such party under this Agreement on the earliest of the following: (a) the date
      of personal delivery; (b) one (1) business day after transmission by facsimile,
      electronic mail or telecopier, addressed to the other party at its facsimile
      number, electronic mail address or telecopier address, with confirmation of
      transmission; (c) one (1) business day after deposit with a return receipt
      express courier for United States deliveries, or three (3) business days after
      such deposit for deliveries outside of the United States; or (d) three (3)
      business days after deposit in the United States mail by registered or certified
      mail (return receipt requested) for United States deliveries. All notices not
      delivered personally, by electronic mail or by facsimile will be sent with
      postage and/or other charges prepaid and properly addressed to the party to
      be
      notified at the address set forth below such party's signature on this Agreement
      or on Schedule A hereto, or at such other address as such other party may
      designate by ten (10) days advance written notice to the other parties hereto.
      All notices for delivery outside the United States will be sent by facsimile
      or
      by express courier. Any notice given hereunder to more than one person will
      be
      deemed to have been given, for purposes of counting time periods hereunder,
      on
      the date effectively given to the last party required to be given such notice.
      Notices to the Company will be marked "Attention: President" with a copy to
      Company counsel.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    5.7  Expenses.
      If any
      action at law or in equity is necessary to enforce or interpret the terms of
      this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees, costs and necessary disbursements in addition to any other relief to
      which
      such party may be entitled.

     

    5.8  Entire
      Agreement: Amendments and Waivers.
      This
      Agreement (including the Exhibits hereto, if any) constitutes the full and
      entire understanding and agreement among the parties with regard to the subjects
      hereof and thereof supersedes all other agreements between or among any of
      the
      parties with respect to the subject matter hereof including the Previous IR
      Agreement. Any term of this Agreement may be amended and the observance of
      any
      term of this Agreement may be waived (either generally or in a particular
      instance and either retroactively or prospectively), only with the written
      consent of the Company, the holders of the Majority of the Preferred Registrable
      Securities and, only if such amendment shall adversely affect the rights of
      the
      Founders, at least one Founder. Any amendment or waiver effected in accordance
      with this paragraph shall be binding upon each holder of any Registrable
      Securities each future holder of all such Registrable Securities, and the
      Company. 

     

    5.9  Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    5.10  Aggregation
      of Stock.
      All
      shares of Registrable Securities held or acquired by affiliated entities or
      persons which qualify as Permitted Transferees shall be aggregated together
      for
      the purpose of determining the availability of any rights under this Agreement.
      For the avoidance of doubt, all shares of Registrable Securities held or
      acquired by Concord II Venture Fund (Cayman) L.P. and by Concord II Venture
      Fund
      (Israel) L.P. and by any other partnership managed by the same manager as such
      partnerships shall be aggregated together for all means and purposes, including
      for determination of the availability of any rights and for the calculation
      of
      any of such entities' pro rata shares. For the avoidance of doubt, all shares
      of
      Registrable Securities held or acquired by Magnum Communications Fund, L.P
      and
      by any other partnership managed by the same manager as such partnerships shall
      be aggregated together for all means and purposes, including for determination
      of the availability of any rights and for the calculation of any of such
      entities' pro rata shares. For the avoidance of doubt, all shares of Registrable
      Securities held or acquired by Genesis Partners II LDC and by Genesis Partners
      II (Israel) L.P. and by any other partnership managed by the same manager as
      such partnerships and by Genesis Partners I L.P. and Genesis Partners I (Cayman)
      L.P. shall be aggregated together for all means and purposes, including for
      determination of the availability of any rights and for the calculation of
      any
      of such entities' pro rata shares

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    Signature
      page - Fifth Amended and Restated Investors' Rights Agreement -
      Company

     

    


     

    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

     

    


    
      
        	
                 

              	 	 
	 COMPANY:
                	WINTEGRA,
                INC.
	 
 	 
 	 
 
	  	By:  	 
	 	
                
Jacob
                Ben-Zvi, President and Chief Executive
                Officer
	 	 


      



     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Signature
      page - Fifth
      Amended and Restated Investors' Rights Agreements

     

    
      	 	 	 	 
	 	
              Magnum
                Communication Fund L.P.

               

            	 
	 	
              By:
                Magnum Communications Management Ltd., its general
                partner

            	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
            	 
	 	 	 


    

     

    
       

      
        	 	 	 	 
	 	
                Magnum
                  Communication Fund (Israel) L.P.

                 

              	 
	 	
                By:
                  Magnum Communications Management Ltd., its general
                  partner 

              	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
              	 
	 	 	 


      

      

         

        
          	 	 	 	 
	 	
                  Magnum
                    Communication Entrepreneurs Fund L.P.

                   

                	 
	 	
                  By:
                    Magnum Communications Management Ltd., its general
                    partner

                	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        


          
            
              
              

            

            
              22

              
                

              

            

            
              
              

            

          

        

      

      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

        
          	 	 	 	 
	 	
                  Concord
                    Ventures II (Israel), L.P.

                   

                	 
	 	
                  By:
                    Concord II Investment Partners Ltd., its general
                    partner

                	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

           

          
            	 	 	 	 
	 	
                    Concord
                      Ventures II (Cayman), L.P.

                     

                  	 
	 	
                    By:
                      Concord II Investment Partners Ltd., its general
                      partner

                  	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                  	 
	 	 	 


          

          


            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            



        

      

      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      
         

        
          	 	 	 	 
	 	
                  Concord
                    Venture Advisors II (Cayman), L.P.

                   

                	 
	 	
                  By:
                    Concord II Investment Partners Ltd., its general
                    partner

                	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

           

          
            	 	 	 	 
	 	
                    Concord
                      Venture Advisors II-A (Israel), L.P.

                     

                  	 
	 	
                    By:
                      Concord II Investment Partners Ltd., its general
                      partner

                  	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                  	 
	 	 	 


          

          
 

        

      


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

        
          	 	 	 	 
	 	Texas
                  Instruments Incorporated.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

           

          
            	 	 	 	 
	 	Marvell
                    Semiconductor Israel Ltd.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                  	 
	 	 	 


          

          
 

        

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      
         

        
          	 	 	 	 
	 	Genesis
                  Partners II LDC	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

           

          
            	 	 	 	 
	 	Genesis
                    Partners II (Israel) L.P.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                  	 
	 	 	 


          

          

             

            
              	 	 	 	 
	 	Marinon
                      Development Inc. (for itself and as proxy)	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                    	 
	 	 	 


            

            
 

          

        

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      

         

        
          	 	 	 	 
	 	PMC-Sierra,
                  Inc.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        


      

       

      



      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreement - Founders

      


      
         

        
          	 	 	 	 
	 FOUNDERS:	Jacob
                  Ben-Zvi	 
	 	 	 
	 	 	 
	 	
                	 
	 	 	 


        

        
           

          
            	 	 	 	 
	 
                    	Robert
                    O’Dell	 
	 	 	 
	 	 	 
	 	
                  	 
	 	 	 


          

          
 

        

      

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

        
          	 	 	 	 
	 	Grindylow
                  Group Ltd.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

           

          
            	 	 	 	 
	 	China
                    Development Industrial Bank Inc.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                  	 
	 	 	 


          

           

        

      


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

        
           

          
            	 	 	 	 
	 
                    	Jacob
                    Ben-Zvi, as proxy-holder	 
	 	 	 
	 	 	 
	 	
                  	 
	 	 	 


          

          
 

        

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      Signature
        page - Fifth
        Amended
        and Restated Investors' Rights Agreements

      
        
          	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	YZMS
                  Advisory Services Ltd.	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        


      

      


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

        
          	 	 	 	 
	 	Kiernan
                  Family Trust	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

        

 

      


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      

         

        
          	 	 	 	 
	 	Murato
                  Inc, as Trustee of the Elefes Trust	 
	 	 	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	
                	 
	 	 	 


        

         

      

      
        
          	 	 	 	 
	 	Zebulon
                  International Ltd.	 
	 	 	 
	 
 	 
 	 
 	 
	 	By: 	 	 
	 	Title: 	 	 
	 	Name: 	 	 
	 	Address:	 	 
	 	
                	 
	 	 	 
	 	 	 


        

        
 

      


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      Signature
        page - Fifth
        Amended and Restated Investors' Rights Agreements

      


      
         

         

          


          
             

            
              	 	 	 	 
	 
                      	Uzi
                      Zucker	 
	 	 	 
	 	 	 
	 	
                    	 
	 	 	 


            

            
               

              
                	 	 	 	 
	 
                        	FTZ
                        AG	 
	 	 	 
	 	 	 
	 	
                      	 
	 	 	 


              

              
 

            

          

        

      

      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      
        Signature
          page - Fifth
          Amended and Restated Investors' Rights Agreements

      

    

     

    
      
        	 	 	 	 
	 	GCWF
                Investment Partners II	 
	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	 


      

      
         

        
          	 	 	 	 
	 	BDA
                  Investment Partners	 
	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	 


        

        
           

          
            	 	 	 	 
	 	
                    Tally
                      A. Eitan - Zeev Pearl & Co. Trustees Ltd.

                  	 
	 	 	 
	 	 	 	 
	 	By: 	 	 
	 	 	 


          

          


            
              
                
                

              

              
                35

                
                  

                

              

              
                
                

              

            



        

      

    

    


    Schedule
      A

    


    List
      of D-Investors

    


    
      	
              Name
                and Address

            	 	
              Number
                of Shares

            	 	
              Purchase
                Price

            	 
	
              PMC
                Sierra, Inc.

            	 	 	
              853,024

            	 	
              $

            	
              2,000,000

            	 


    

    



    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    Schedule
      D

    


    List
      of C-Investors

    


    


    
      	 	 	 
	
               

              Name
                of Investor

            	
              Address
                for notices

            	
              Number
                of 

              Purchased
                Shares

            
	 	 	 
	
              Magnum
                Communications Fund LP

            	
              P.O.
                Box 309 

              Ugland
                House

              South
                Church Street

              George
                Town, Grand Cayman

            	
              798,522

            
	 	 	 
	
              Magnum
                Communications Fund (Israel) LP

            	 	
              93,977

            
	 	 	 
	
              Magnum
                Communications Entrepreneurs Fund LP

            	
              P.O.
                Box 309 

              Ugland
                House

              South
                Church Street

              George
                Town, Grand Cayman

            	
              16,566

            
	 	 	 
	
              Concord
                Ventures II (Israel),
                L.P.

            	
              PO
                Box 4011, 

              Herzelia
                46140, Israel

            	
              351,808

            
	 	 	 
	
              Concord
                Ventures II (Cayman), L.P.

            	
              PO
                Box 4011, 

              Herzelia
                46140, Israel

            	
              1,400,141

            
	 	 	 
	
              Concord
                Venture Advisors II (Cayman), L.P.

            	
              PO
                Box 4011, 

              Herzelia
                46140, Israel

            	
              43,635

            
	 	 	 
	
              Concord
                Venture Advisors II-A (Israel), L.P.

            	
              PO
                Box 4011, 

              Herzelia
                46140, Israel

            	
              22,545

            
	 	 	 
	
              Texas
                Instruments Incorporated

            	
              7839
                Churchill Way

              M/S
                3992

              Dallas
                Texas 75251

            	
              969,669

            
	
              Texas
                Instruments* Incorporated

            	
              7839
                Churchill Way 

              M/S
                3992

              Dallas
                Texas 75251

            	
              1,454,503

            
	 	 	 
	
              China
                Development Industrial Bank
                Inc.

            	 	
              303,021

            
	 	 	 


    

     

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	
              Sonostar
                Ventures LLC

            	
              c/o
                Trustco Services Ltd.

              Chamerstrasse
                12c

              P.O
                box 4436

              Zug,
                Switzerland 6304

            	
              45,453

            
	 	 	 
	
              MRVM
                Advisory Services Ltd.

            	
              c/o
                Trustco Services Ltd.

              Chamerstrasse
                12c

              P.O
                box 4436

              Zug,
                Switzerland 6304

            	
              18,181

            
	 	 	 
	
              Stanley
                B. Shopcorn

            	
              c/o
                Trustco Services Ltd. 

              hamerstrasse
                12c 

              P.O
                box 4436

              Zug,
                Switzerland 6304

            	
              30,302

            
	 	 	 
	
              Grindylow
                Group Ltd.

            	
              Pasea
                Estate

              Roadtown
                Tortolla

              BVI

            	
              1,530,259

               

            
	 	 	 
	
              Kiernan
                Family Trust

            	
              c/o
                Trustco Services Ltd.

              Chamerstrasse
                12c

              P.O
                box 4436

              Zug,
                Switzerland 6304

            	
              136,360

            
	 	 	 
	
              Yankee
                Investments Holding Ltd.

               

            	
              3076
                Sir Francis Drake Hwy.

              Roadtown,
                Tortolla,

              BVI

            	
              60,604

               

               

            
	 	 	 
	
              Zebulon
                International Ltd.

            	 	
              60,604

            
	 	 	 
	
              Uzi
                Zucker

            	
              C/o
                Bear Stearns, 

              383
                Madison Ave.

              New
                York, NY 10179

            	
              121,209

            
	 	 	 
	
              YZMS
                Advisory Services Ltd.

               

            	
               

            	
              7,576

               

               

            
	 	 	 
	
              Bela
                Incze

               

               

            	
              127
                Shaughnessy Crescent

              Kanata,
                Ontario, 

              Canada
                K2K
                2N3

            	
              60,604

               

               

               

            
	 	 	 


    

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    
      	 	 	 
	
              Shardan
                B Management Services Ltd.

            	
              13A
                Shphinoza St. 

              Herzelia
                46683 Israel

            	
              60,604

            
	 	 	 
	
              Back
                Nine LLC.

            	
              70
                Bradford Road, 

              Weston,
                MA 02193

            	
              48,483

               

               

            
	 	 	 
	
              FTZ
                AG 

               

               

            	
              P.O.Box
                4258, 

              Zug,
                6304 Switzerland

            	
              121,209

               

               

            
	
              TOTAL**

            	 	
              7,755,835

            


    

    


    


    *
      Shares
      to be issued to TI at Additional Closings as defined in the Series C Preferred
      Stock Purchase Agreement. 

    **
      The
      number of shares includes shares to be issued to TI at Additional
      Closings.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    Schedule
      B

    


    List
      of A-Investors 

    


    
      	 	 	
              Number
                of

            	 
	
              Name
                and Address

            	 	
              Shares

            	 
	 	 	 	 	 
	
              Magnum
                Communications Fund LP

            	 	 	
              1,464,201

            	 
	 	 	 	 	 
	
              Magnum
                Communications Fund (Israel) LP

            	 	 	
              172,319

            	 
	 	 	 	 	 
	
              Magnum
                Communications Entrepreneurs Fund LP

            	 	 	
              30,147

            	 
	 	 	 	 	 
	
              Concord
                Ventures II (Israel), L.P.

            	 	 	
              322,167

            	 
	 	 	 	 	 
	
              Concord
                Ventures II (Cayman), L.P.

            	 	 	
              1,282,167

            	 
	 	 	 	 	 
	
              Concord
                Ventures Advisors II (Cayman) L.P.

            	 	 	
              40,833

            	 
	 	 	 	 	 
	
              Concord
                Ventures Advisors II-A (Israel), L.P.

            	 	 	
              21,500

            	 
	 	 	 	 	 
	
              Marvell
                Semiconductor Israel Ltd.

            	 	 	
              1,666,667

            	 
	 	 	 	 	 
	
              GCWF
                Investment Partners II

            	 	 	
              22,499

            	 
	 	 	 	 	 
	
              BDA
                Investment Partners

            	 	 	
              2,500

            	 
	 	 	 	 	 
	
              Tally
                A. Eitan - Zeev Pearl & Co. Trustees Ltd.

            	 	 	
              25,000

            	 
	 	 	 	 	 
	
              TOTAL

            	 	 	
              5,050,000

            	 


    

    


    



    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    Schedule
      C 

    List
      of B-Investors

    


    

      
        	
                Name
                  of Investor

              	 	
                Address
                  for notices

              	 	
                Number
                  of Shares

              
	 	 	 	 	 
	
                Magnum
                  Communications Fund LP

              	 	
                P.O.
                  Box 309 

                Ugland
                  House

                South
                  Church Street

                George
                  Town, Grand Cayman

              	 	
                1,300,304

              
	 	 	 	 	 
	
                Magnum
                  Communications Fund (Israel) LP

              	 	 	 	
                153,031

              
	 	 	 	 	 
	
                Magnum
                  Communications Entrepreneurs Fund LP

              	 	
                P.O.
                  Box 309 

                Ugland
                  House

                South
                  Church Street

                George
                  Town, Grand Cayman

              	 	
                26,773

              
	 	 	 	 	 
	
                Concord
                  Ventures II (Israel), L.P.

              	 	
                PO
                  Box 4011, 

                Herzelia
                  46140,Israel

              	 	
                286,105

              
	 	 	 	 	 
	
                Concord
                  Ventures II (Cayman), L.P.

              	 	
                PO
                  Box 4011, 

                Herzelia
                  46140, Israel

              	 	
                1,138,647

              
	 	 	 	 	 
	
                Concord
                  Venture Advisors II (Cayman), L.P.

              	 	
                PO
                  Box 4011, 

                Herzelia
                  46140, Israel

              	 	
                36,263

              
	 	 	 	 	 
	
                Concord
                  Venture Advisors II-A (Israel), L.P.

              	 	
                PO
                  Box 4011, 

                Herzelia
                  46140, Israel

              	 	
                19,093

              
	 	 	 	 	 
	
                Marvell
                  Semiconductor Israel Ltd.

              	 	
                Moshav
                  Manof 

                DN
                  Misgav 20184

              	 	
                241,847

              
	 	 	 	 	 
	
                Texas
                  Instruments Incorporated

              	 	
                7839
                  Churchill Way 

                M/S
                  3992

                Dallas
                  Texas 75251

              	 	
                725,542

              
	 	 	 	 	 


      

       

       

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        	
                Genesis
                  Partners II LDC

              	 	
                Top
                  Tower, 50 Dizengoff Street, 

                Tel
                  Aviv 61236, Israel

              	 	
                2,117,128

              
	
                China
                  Development Industrial Bank Inc.

              	 	 	 	
                544,156

              
	 	 	 	 	 
	
                Genesis
                  Partners II (Israel) L.P.

              	 	
                Top
                  Tower, 50 Dizengoff Street, 

                Tel
                  Aviv 61236, Israel

              	 	
                
                  313,438             
                    

                

              
	
                Marinon
                  Development Inc.

              	 	
                c/o
                  Trustco Services Ltd.

                Chamerstrasse
                  12c

                P.O
                  box 4436

                Zug,Switzerland
                  6304

              	 	
                598,572

              
	
                MRVM
                  Advisory Services Ltd.

              	 	
                c/o
                  Trustco Services Ltd.

                Chamerstrasse
                  12c

                P.O
                  box 4436

                Zug,
                  Switzerland 6304

              	 	
                18,139

              
	
                Sonostar
                  Ventures LLC

              	 	
                c/o
                  Trustco Services Ltd.

                Chamerstrasse
                  12c

                P.O
                  box 4436

                Zug,Switzerland
                  6304

              	 	
                108,831

              
	
                Stanley
                  B. Shopkorn

              	 	
                c/o
                  Trustco Services Ltd.

                Chamerstrasse
                  12c

                P.O
                  box 4436

                Zug,Switzerland
                  6304

              	 	
                72,554

              
	
                TOTAL

              	 	 	 	
                7,700,423      
                  

              


      


      
 

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    


     

    Schedule
      E

     

    Founders

     

    
      	
              Founder

            	 	
              Class/Series
                of Stock

            	 	
              Number
                of Shares

            
	 	 	 	 	 
	
              Jacob
                Ben-Zvi.

            	 	
              Common
                Stock

            	 	
              4,294,500

            
	 	 	 	 	 
	
              Robert
                O’Dell

            	 	
              Common
                Stock

            	 	
              2,705,500

            
	 	 	 	 	 


    

    


     


    
      
        
        

      

      
        43