EX-10.19



 






Exhibit
10.19


[EXECUTION VERSION]






SAIFUN SEMICONDUCTORS LTD.




AMENDMENT TO

REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS

AGREEMENT




     THIS AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT AND SHAREHOLDER RIGHTS AGREEMENT (the
“Amendment”) is made and entered into as of the 29th day of September, 2005 by and among
Saifun Semiconductors Ltd. (the “Company”), the Ordinary Shareholders listed on Exhibit A
hereto and the Preferred Shareholders listed on Exhibit B.



RECITALS




     WHEREAS, the Company, the Ordinary Shareholders and the Preferred Shareholders have entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) and a Shareholder Rights
Agreement (the “Shareholder Rights Agreement”), each dated as of October 2, 2000; and



     WHEREAS, the Company, the Ordinary Shareholders and the Preferred Shareholders desire to amend
the Registration Rights Agreement and the Shareholder Rights Agreement in accordance with the terms
of this Amendment.



AGREEMENT




     NOW THEREFORE, in consideration of the premises and mutual covenants contained in this
agreement, the parties hereto hereby agree as follows:


1. Amendment to Registration Rights Agreement. The parties hereby agree that the following
amendments shall be made to the Registration Rights Agreement:




     (a) The following language shall be added to the end of Section 1.3:



     “Notwithstanding the foregoing, no security that has been sold through or to a broker or
dealer or underwriters in a public distribution or a public distribution shall be considered a
Registrable Security.”



     (b) The following language shall be added to the end of Section 2.4:



     “and shall not be required to effect a registration pursuant to this Section 2 if, within the
six (6) month period preceding the date of such request, effected a registration pursuant to this
Section 2 or pursuant to Section 3 in an offering in which all Holders and other shareholders
requesting to sell Registrable Securities were able to do so.”



 









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




     (c) The following language shall be added to the end of Section 4.10:



     “and, with respect to any Holder or other shareholder, at such time as all Registrable
Securities of such Holder or other shareholder or other shareholder may be sold publicly without
restriction pursuant to Rule 144(k) under the Securities Act.”



     (d) New Sections 12A and 12B shall be added after Section 12:



     “Section 12A. AMENDMENT



     Without derogating from Section 12, any term of this Agreement may be amended or waived only
with the written consent of the Company and the Holders of at least eighty percent (80%) of the
Registrable Securities then outstanding; provided, however, that in the event that
such amendment or waiver adversely affects the obligations or rights of any Holder in a different
manner than the other Holders, such amendment or waiver shall also require the written consent of
such Holder. Any amendment or waiver effected in accordance with this paragraph shall be binding
upon each shareholder of the Company, each holder of any Registrable Securities then outstanding,
each future holder of all such Registrable Securities, and the Company.



     Section 12B. GOVERNING LAW



     This Agreement, the rights and obligations of the parties hereto, and any claims or disputes
relating thereto, shall be governed by and construed in accordance with the laws of the State of
Israel, excluding the conflict of laws provisions thereof.”


2. Amendment to Shareholder Rights Agreement. Immediately following the closing of an IPO
(as defined in the Shareholder Rights Agreement), Sections 3.5; 3.6, 3.8 and 4 of the Shareholder
Rights Agreement shall terminate.



3. Interpretation




     From and after the date of this Amendment, all references in the Registration Rights Agreement
and the Shareholder Rights Agreement shall be deemed to be references to such agreements as amended
hereby.


4. Miscellaneous




     (a) Transfer; Successors and Assigns. Except as otherwise expressly provided herein,
the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties. Nothing in this Amendment, 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 Amendment,
except as expressly provided in this Amendment.



     (b) Governing Law. This Amendment, the rights and obligations of the parties hereto,
and any claims or disputes relating thereto, shall be governed by and construed in accordance with
the laws of the State of Israel, excluding the conflict of laws provisions thereof.



2









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




     (c) Notices. Any and all notices, requests, consents and other communications
hereunder and under the Registration Rights Agreement and the Shareholder Rights Agreement shall be
sent in accordance with the Registration Rights Agreement and the Shareholder Rights Agreement.



     (d) Limitation. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Registration Rights Agreement and
of the Shareholder Rights Agreement. In the event of an inconsistency or contradiction between the
provisions of this Amendment and the provisions of the Registration Rights Agreement and/or the
Shareholder Rights Agreement, the provisions of this Amendment shall prevail.



     (e) Counterparts. This Amendment 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.



[Remainder of page intentionally left blank]





3









 








     The parties hereto have executed this Amendment to the Registration Rights Agreement as of the
date first written above.



	 	 	 	 	 
	 	 	SAIFUN SEMICONDUCTORS LTD.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Boaz Eitan
	 

	 	 	 	 
	 

	 	Name:	 	Boaz Eitan
	 

	 	 	 	 
	 

	 	Title:	 	CEO
	 

	 	 	 	 





 









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




EXHIBIT A




ORDINARY SHAREHOLDERS




	 	 	 	 	 	 	 
	Dr. Boaz Eitan	 	MIRAGE B.V.B.A.
	 
	 	 	 	 	 	 
	Signature:

	 	/s/ Boaz Eitan
	 	By:
	 	/s/ Boaz Eitan
	 

	 	 
	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 
	Adi & Gal Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Boaz Eitan	 	 
	 

	 	 

	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Sharon & Yoav Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Boaz Eitan	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Tally Eitan	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Tally Eitan	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Shikmat Eitan Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Boaz Eitan	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Yonatan & Maya Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Boaz Eitan	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Batya & Yoseph Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Boaz Eitan	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





 









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement





	 	 	 	 	 	 	 
	Spansion LLC	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	/s/ [illegible]	 	 
	Name:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Poalim Capital Markets Ltd.	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	/s/ Tal Ravid	 	 
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Tal Ravid	 	 
	Title:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Zamir Bar-Zion	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Zamir Bar Zion	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Bob Dana	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Bob Dana	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Impel Management & Investments Ltd.	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	/s/ Eran Goren	 	 
	 

	 	 	 	 	 	 
	Name:
	 	 	 	Eran Goren	 	 
	 

	 	 	 	 	 	 
	Title:

	 	 	 	CEO	 	 






 









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement





	 	 	 	 	 	 	 
	Yoav Millet	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Yoav Millet	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ron Niv	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Ron Niv	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Scorpio (BSG) Ltd.	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	/s/ Jeffrey Levine	 	 
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Jeffrey Levine	 	 
	Title:

	 	 	 	C.F.O.	 	 
	 
	 	 	 	 	 	 
	Doron Latzer	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Doran Latzer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Zeev Pearl	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Zeev Pearl	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Paulo Pavan	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Paolo Pavan	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Ken Levy	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Ken Levy	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Leon Recanati	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Leon Recanati	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Avshalom Hershcovich	 	 
	 
	 	 	 	 	 	 
	Signature:	 	/s/ Avshalom Hershcovich	 	 
	 

	 	 	 	 	 	 





 









 





Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement





	 	 	 	 	 	 	 
	Argos Capital Appreciation Master Fund, L.P.	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	/s/ Ephfraim Gildor	 	 
	 

	 	 	 	 	 	 
	Name:

	 	 	 	Ephfraim Gildor	 	 
	Title:

	 	 	 	President Argos Capital Management,
Inc. General Partner	 	 






 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




EXHIBIT B




PREFERRED SHAREHOLDERS




	 	 	 	 	 	 	 	 	 	 	 
	Gemini Israel II Parallel Fund L.P	 	 	 	Gemini Israel II L.P	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]
	 	 	 	By:
	 	/s/ [illegible]	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Advent PGGM Gemini L.P	 	 	 	Gemini Partners Investors L.P	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]
	 	 	 	By:
	 	/s/ [illegible]	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Gemini Israel III L.P	 	 	 	Gemini Israel III Overflow Fund L.P	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]
	 	 	 	By:
	 	/s/ [illegible]	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Gemini Israel Parallel Fund L.P	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	K.T Concord Venture Fund (Cayman) L.P	 	 	 	K.T Concord Venture Fund (Israel) L.P	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]
	 	 	 	By:
	 	/s/ [illegible]	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Concord Venture I Annex -B L.P	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ [illegible]	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 





 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




	 	 	 	 	 
	Clal Electronics Industries Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	M-System Flash Disk Pioneers Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Ronit Maor	 	 
	 

	 	 	 	 
	Name:

	 	Ronit Maor	 	 
	Title:

	 	CFO	 	 
	 
	 	 	 	 
	Cipio Partners Holding III GmbH	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dr. Hans Dieter Koch	 	 
	 

	 	 	 	 
	Name:

	 	Dr. Hans Dieter Koch	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	Bank of America Strategic Investments Incorporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gary M. Tsuyuki	 	 
	 

	 	 	 	 
	Name:

	 	Gary M. Tsuyuki	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	Morgan Stanley Dean Witter Equity Funding Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ James T. Keane	 	 
	 

	 	 	 	 
	Name:

	 	James T. Keane	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	Originators Investment Plan L.P	 	 
	 
	 	 	 	 
	By:

	 	/s/ James T. Keane	 	 
	 

	 	 	 	 
	Name:

	 	James T. Keane	 	 
	Title:

	 	Vice President	 	 
	 
	 	 	 	 
	Microdent Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dan Goldman	 	 
	 

	 	 	 	 
	Name:

	 	Dan Goldman	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 





 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




	 	 	 	 	 
	Semel Investments Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Neon Holdings Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Daniel Younisian	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Daniel Younisian	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Yohanan Korman	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Yohanan Korman	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Moris Cohen	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Moris Cohen	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Taraga Capital Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert A. Immerman	 	 
	 

	 	 	 	 
	Name:

	 	Robert A. Immerman	 	 
	Title:

	 	Manager	 	 
	 
	 	 	 	 
	Partners Financial Management Co. Inc.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Amram Rasiel	 	 
	 

	 	 	 	 
	Name:

	 	Amram Rasiel	 	 
	Title:

	 	President	 	 
	 
	 	 	 	 
	Mallard Investments L.P	 	 
	 
	 	 	 	 
	By:

	 	/s/ Timothy F. Wieliger	 	 
	 

	 	 	 	 
	Name:

	 	Timothy F. Wieliger	 	 
	Title:

	 	President	 	 






 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




	 	 	 	 	 
	Samro N.V.	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Deanery Investment Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	Afris Technology Investments Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	Lorentech Technology Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	York Holdings Group Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	L.U.D.O (Holdings) Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	Moritz Israeli Investments Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 






 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




	 	 	 	 	 
	Novick Israeli Investments Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	Virgotech Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Shulamit Langer	 	 
	 

	 	 	 	 
	Name:

	 	Shulamit Langer	 	 
	Title:

	 	Managing Director	 	 
	 
	 	 	 	 
	Alumot Technology Investments Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ [illegible]	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Kanfei Zahav Investment Company Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Dorit Unn	 	 
	 

	 	 	 	 
	Name:

	 	Dorit Unn	 	 
	Title:

	 	Manager	 	 
	 
	 	 	 	 
	T.B.S. Group Ltd.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Haim Rabinovich	 	 
	 

	 	 	 	 
	Name:

	 	Haim Rabinovich	 	 
	Title:

	 	Proxy Holder	 	 
	 
	 	 	 	 
	Gad Shilo	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Gad Shilo	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Yehosua Givon	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Yehosua Givon	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	Yesha Primas	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Yesha Primas	 	 
	 

	 	 	 	 





 









 






Saifun Semiconductors Ltd. — Amendment to

Registration Rights Agreement and Shareholder Rights Agreement




	 	 	 	 	 
	Amit Snir	 	 
	 
	 	 	 	 
	Signature:

	 	/s/ Amit Snir