Unassociated Document


     

    SIXTH
AMENDED AND RESTATED

    


    INVESTORS’
RIGHTS AGREEMENT

    


    


    


    October  31,
2008

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SIXTH
AMENDED AND RESTATED

     

    INVESTORS’
RIGHTS AGREEMENT

     

    THIS
SIXTH AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of the 31st day of
October, 2008, 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 an “E-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”, the holders of
Series C Preferred Shares listed on Schedule
D hereto, each of which is referred to as a "C-Investor" and the holders of
Series D Preferred Shares listed on Schedule
E hereto, each of which is herein referred to as a “D-Investor (the E-Investors,
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 F
hereto, each of whom is herein referred to as a “Founder.”

     

    RECITALS

     

    WHEREAS,
the Company and the E-Investor are parties to the Series E Stock Purchase
Agreement dated as of October 31, 2008 (the “Series E Agreement”);
and

     

    WHEREAS,
the Company, the Founders, the D-Investor, C-Investors, the B-Investors and the
A-Investors are parties to the Fourth Amended and Restated Investors’ Rights
Agreement dated January, 2006 as amended June 22, 2006 (the “Previous IR Agreement”);
and

     

    WHEREAS,
in order to induce the Company, the Founders, the D-Investor, the C-Investors,
the B-Investors and the A-Investors to approve the issuance of the Series E
Preferred Stock and to induce the E-Investor to invest funds in the Company
pursuant to the Series E Agreement, the Investors, the Founders and the
Company hereby agree 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 E 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 and CDIB shall each be considered a Major
Holder for so long as it holds at least 2% of the Registrable Securities;
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; and further provided that Lehman Brothers Venture
Partners, its affiliates and their respective successors or assigns
(collectively, "Lehman")
shall be considered a Major Holder for so long as Lehman holds an aggregate of
more than 2% 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 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); and further provided that Lehman
shall be considered a Major Investor for so long as Lehman holds an aggregate of
more than 2% of the Registrable Securities.

     

    (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, the Company’s Series D
Preferred Stock, par value $0.001 per share and the Company’s Series E Preferred
Stock, par value $0.001 per share, (the “Series E Preferred Stock”)
issued to the Investors, as defined in the Series E 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.

     

    
      
        
        

      

      
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    (xi) The term
“Preferred Registrable
Securities” means (i) the Common Stock issuable or issued upon
conversion of the Preferred Stock, 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
person in a transaction in which his rights under this Section 1 are not
assigned.

     

    (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; (ii) Common Stock held by Lehman, and
(iii) 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) and (ii) 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 trans­actions (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, (A any person or entity,
directly or indirectly, that controls or is controlled by or is under common
control with such shareholder, (B) any subsidiary, parent, partner, limited
partner, retired partner, member, retired member, or shareholder of such
shareholder (an "Affliate"), (C) 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, (D) any fund or entity managed by the same manager or managing member
or general partner or management company as such shareholder, or by an entity
controlling, controlled by, or under common control with such manager or
managing member or general partner or management company of such shareholder, or
any affiliate under common or related management or control with such
shareholder (an "Affiliated
Fund"), 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.

     

    
      
        
        

      

      
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    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.

     

    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.

     

    
      
        
        

      

      
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    (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

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (iii) For
purposes of the preceding parenthetical concerning apportionment, for any
Stockholder that is a Holder of Registrable Securities that is a partnership,
limited liability company or corporation, the partners, retired partners,
members, retired members 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:

     

    
      
        
        

      

      
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    (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:

     

    (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;

     

    
      
        
        

      

      
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    (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;

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    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:

     

    (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; provided, that
in no event shall any contribution by a Holder under this subsection (iv) exceed
the net proceeds from the offering received by such Holder.  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.

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    
      
        
        

      

      
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    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.

     

    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:

     

    
      
        
        

      

      
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    (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.

     

    (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.

     

    
      
        
        

      

      
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    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, (a) 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,
and (b) inspection rights of Lehman shall be as stated in the management rights
letter entered into by the Company with Lehman in connection with the issuance
of Series E Preferred Stock to Lehman.

     

    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.

     

    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, members and affiliates
of a Major Investor. A Major Investor shall be entitled to apportion the right
of first offer hereby granted it among itself and its partners, members and
affiliates in such proportions as it deems appropriate.

     

    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 held, or 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.

     

    
      
        
        

      

      
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    (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.

     

    (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
outstanding as of the date hereof; (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; (vi) the issuance and sale of shares of Common Stock
at the Initial Offering; and (vii) 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.

     

    
      
        
        

      

      
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    (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.

     

    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.

     

    
      
        
        

      

      
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    (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.

     

    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 E
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.

     

    
      
        
        

      

      
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    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.

     

    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. The Previous IR
Agreement is hereby amended and restated in its entirety to read as set forth in
this Agreement, and the Previous IR Agreement shall have no further force and
effect.

     

    
      
        
        

      

      
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    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.

     

    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 Magma Venture Capital I  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.   For the avoidance of doubt,
all shares of Registrable Securities held or acquired by Lehman Brothers Venture
Partners and by any Affiliate, Affiliated Fund or successors or assigns of
Lehman 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 - Sixth Amended and Restated Investors' Rights Agreement -
Company

    


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

     

     

    
      
        
          	 	WINTEGRA, INC.	 
	 	 	 	 
	
                  COMPANY:   

                	
                  By:
      

                	/s/
      J.
      Ben-Zvi	 
	 	Jacob
      Ben-Zvi, President and Chief Executive Officer	 
	 	 	 	 
	 	 	 	 


        

      

    

    
 

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
        
          
            
              
                	 	Lehman Brothers Venture
      Partners V
      L.P.	 
	 	
                        By:

                      	Lehman
      Brothers Venture Associates V L.P., its  General
    Partner	 
	 	
                        By:

                      	Lehman
      Brothers Venture Associates V LLC, its  General
Partner	 
	 	 	 	 
	
                         

                      	
                        By:

                      	/s/ J. D. H.	 
	 	 	
                      	 
	 	Name:	James
      D. Hinson	 
	 	 	 	 
	 	Title:  	Vice
      President	 


              

            

          

        

      

       

      
         

        
          
            
              
                
                  	 	Lehman
      Brothers Venture Partners V-P, L.P.	 
	 	
                          By:

                        	Lehman
      Brothers Venture Associates V L.P., its  General
    Partner	 
	 	
                          By:

                        	Lehman
      Brothers Venture Associates V LLC, its   General
      Partner	 
	 	 	 	 
	
                           

                        	
                          By:

                        	/s/ J. D. H.	 
	 	 	 	 
	 	Name:	James
      D. Hinson	 
	 	 	 	 
	 	Title:  	Vice
      President	 
	 	 	 	 
	 	 	 	 


                

              

            

          

        

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

      

    

    
Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    
      


      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                              Magma
      Venture Capital I L.P.

                                            	 
	 	 	 
	 	

                                              By:

                                            	
                                              

                                                

                                                  Magma
      Ventures I Management Ltd., its
      

                                                  general
      partner

                                                

                                              

                                            	 
	 	 	 	 
	
                                               

                                            	
                                              By:

                                            	/s/
      Yahal Zilka	 
	 	 	 	 
	 	Title:	Managing
      Partners 	 
	 	 	 	 
	 	Name:  	Yahal
      Zilka 	 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

        
          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                           

                                        	
                                          By:

                                        	/s/
      Modi Rosen	 
	 	 	 	 
	 	Name:  	Modi Rosen	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

               

              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	

                                            By:

                                          	Magma
      Communications Management Ltd., its 

                                            general
      partner

                                          	 
	 	 	 	 
	
                                             

                                          	
                                            By:

                                          	/s/
      Stanley Shopkorn	 
	 	 	 	 
	 	Name:  	Stanley Shopkorn	 


                                  

                                   

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    Magma
      Venture Capital I (Israel) L.P.

                                                  

                                                	 
	 	 	 
	 	

                                                  By:

                                                	

                                                  

                                                    Magnum
      Ventures I Management Ltd., its
      

                                                    general
      partner

                                                  

                                                	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	/s/
      Yahal Zilka	 
	 	 	 	 
	 	Title:	Managing
      Partners  	 
	 	 	 	 
	 	Name:  
      	Yahal
      Zilka 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                               

                                            	
                                              By:

                                            	/s/
      Modi Rosen	 
	 	 	 	 
	 	Name:  	Modi Rosen	 


                                    

                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    Magma
      Venture Capital I Entrepreneurs L.P.

                                                  

                                                	 
	 	 	 
	 	

                                                  By:

                                                	

                                                  

                                                    Magnum
      Ventures I Management Ltd., its
      

                                                    general
      partner

                                                  

                                                	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	/s/
      Yahal Zilka	 
	 	 	 	 
	 	Title: 	Managing
      Partners  	 
	 	 	 	 
	 	Name: 	Yahal
      Zilka 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                             

                                          	
                                            By:

                                          	/s/
      Modi Rosen	 
	 	 	 	 
	 	Name:  	Modi Rosen	 


                                  

                                   

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
                
                

              

              
                23

                
                  

                

              

              
                
                

              

            

          

        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

     

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          	 	
                                  
                                    
                                      Concord
      Ventures II (Israel), L.P.

                                    

                                  

                                	 
	 	 	 
	 	
                                  By:
      Concord II Investment Partners Ltd., 

                                  its
      general partner

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:

                                	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name: 	 	 



                           

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              	 	
                                                      
                                                        
                                                          
                                                            Concord
      Ventures II (Cayman), L.P.

                                                          

                                                        

                                                      

                                                    	 
	 	 	 
	 	
                                                      
                                                        By:
      Concord II Investment Partners Ltd., 

                                                        its
      general partner

                                                      

                                                    	 
	 	 	 	 
	
                                                       

                                                    	
                                                      By:

                                                    	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name: 	 	 


                                            

                                             

                                            
                                              
                                                
                                                

                                              

                                              
                                                24

                                                
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    


    
       

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

                                        

                                      

                                    

                                  

                                	 
	 	 	 
	 	
                                  
                                    By:
      Concord II Investment Partners Ltd., 

                                    its
      general partner

                                  

                                	 
	 	 	 	 
	
                                   

                                	
                                  By:

                                	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name: 	 	 


                        

                         

                      

                    

                  

                

              

            

          

        

      

    

     

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

                              

                            

                          

                        

                      	 
	 	 	 
	 	
                        
                          By:
      Concord II Investment Partners Ltd., 

                          its
      general partner

                        

                      	 
	 	 	 	 
	
                         

                      	
                        By:

                      	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name:	 	 


              

            

          

        

      

    

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    

    
       

      
        
          
            
              
                
                  
                    
                      	
                            	
                              
                                
                                  
                                    
                                      
                                        Texas
      Instruments Incorporated.

                                      

                                    

                                  

                                

                              

                            	 
	 	 	 
	
                               

                            	
                              By:

                            	/s/
      Barbara C. Papas	 
	 	 	 	 
	 	Title: 	Vice
      President, Manager, Corporate Development	 
	 	 	 	 
	 	Name:	Barbara
      C. Papas 	 


                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      	
                            	
                              
                                
                                  
                                    
                                      
                                        
                                          Marvel
      Semiconductor Israel
    Ltd.

                                        

                                      

                                    

                                  

                                

                              

                            	 
	 	 	 
	
                               

                            	
                              By:

                            	 	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name:	 	 


                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

    
      Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    

    
       

      
        
          
            
              
                
                  
                    
                      	
                            	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            Genesis
      Partners II LDC

                                          

                                        

                                      

                                    

                                  

                                

                              

                            	 
	 	 	 
	
                               

                            	
                              By:

                            	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name:	 	 


                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      	
                            	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              Genesis
      Partners II (Israel)
      L.P.

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            	 
	 	 	 
	
                               

                            	
                              By:

                            	/s/ signature illegible	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name:	 	 


                    

                  

                

              

            

          

        

      

       

      
        
           

          
            
              
                
                  
                    
                      
                        
                          	
                                	
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    Marinon
      Development Inc. (for itself and as
      proxy)

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                	 
	 	 	 
	
                                   

                                	
                                  By:

                                	/s/ signature illegible	 
	 	 	 	 
	 	Title: 	Director        	 
	 	 	 	 
	 	Name:	illegible	 


                        

                      

                    

                  

                

              

            

          

           

          
             

          

        

      

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
        
          
            
              
                
                  
                    
                      	
                            	
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  PMC-Sierra,
      Inc.

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            	 
	 	 	 
	
                               

                            	
                              By:

                            	 	 
	 	 	 	 
	 	Title: 	        	 
	 	 	 	 
	 	Name:	 	 


                    

                  

                

              

            

          

        

      

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

    

     

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

    


    


    


    
      
        	
                FOUNDERS:

              	
                Jacob
      Ben-Zvi

              	 
	 	 	 
	 	/s/
      J. Ben-Zvi	 
	 	 	 
	 	 	 
	 	 	 
	 	Robert O’Dell	 
	 	 	 
	 	/s/
      Robert O'Dell	 


      

    

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    


    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                      	
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              Vivian
      Lampert

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      	 
	 	 	 
	 	 	 
	 	 	 
	 	
                                        Bonale
      Trust

                                      	 
	 	 	 
	
                                         

                                      	
                                        By:

                                      	 	 
	 	 	 	 
	 	Title: 	        	 
	 	 	 	 
	 	Name:	 	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    Angold
      Trust

                                                  

                                                	 
	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	 	 
	 	 	 	 
	 	Title: 	        	 
	 	 	 	 
	 	Name:	 	 


                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	 	
                                                    
                                                      
                                                        Lesser
      Trust

                                                      

                                                    

                                                  	 
	 	 	 
	
                                                     

                                                  	
                                                    By:

                                                  	 	 
	 	 	 	 
	 	Title: 	        	 
	 	 	 	 
	 	Name:	 	 


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

    

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    


    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	 	
                                                                    
                                                                      
                                                                        China
      Development Industrial Bank,
      Inc., by Saints Capital Belvedere, L.P. pursuant to exercise of a
      power of attorney granted by China Development Industrial Bank, Inc. on
      March 29, 2006

                                                                      

                                                                    

                                                                  	 
	 	Saints
      Capital Belvedere, L.P., a limited partnership	 
	 	
                                                                    By:  Saints
      Capital Belvedere, LLC, a limited liability company

                                                                  	 
	 	Its:  General
      Partner	 
	 	 	 
	
                                                                     

                                                                  	
                                                                    By:

                                                                  	/s/
      signature illegible	 
	 	 	 	 
	 	Title: 	Managing
      Member	 
	 	 	 	 
	 	Name:	 illegible	 


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

     

    
      


      
        
          	
                   

                	
                  Jacob Ben-Zvi, as
      proxy-holder

                	 
	 	 	 
	 	/s/
      J. Ben-Zvi	 
	 	 	 


        

      

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	
                                                          
                                                            
                                                              YZMS
      Advisory Services Ltd.

                                                            

                                                          

                                                        	 
	 	 	 
	
                                                           

                                                        	
                                                          By:

                                                        	/s/
      Yahal Zilka	 
	 	 	 	 
	 	Title: 	Managing
      Partner	 
	 	 	 	 
	 	Name:	Yahal Zilka	 


                                                

                                              

                                            

                                          

                                        

                                      

                                       

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

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page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    
                                                      Kiernan
      Family Trust

                                                    

                                                  

                                                	 
	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	 	 
	 	 	 	 
	 	Title: 	 	 
	 	 	 	 
	 	Name:	 	 


                                        

                                        
 

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          	 	
                                                  
                                                    
                                                      
                                                        Murato
      Inc, as Trustee of the Elefes Trust

                                                      

                                                    

                                                  

                                                	 
	 	 	 
	
                                                   

                                                	
                                                  By:

                                                	 /s/
      Robert Heberlein	 
	 	 	 	 
	 	Title: 	 Director	 
	 	 	 	 
	 	Name:	 Robert
      Heberlein	 


                                        

                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                	 	
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                Zebulon
      International Ltd.

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      	 
	 	 	 
	
                                                                                         

                                                                                      	
                                                                                        By:

                                                                                      	per
      pro: NORTH ATLANTIC TRUST CO. LTD	 
	 	 	 	 
	 	 	/s/ A. Bruce
      Donn 	 
	 	 	 	 
	 	Title:	 Director	 
	 	 	 	 
	 	Name:	A.
      Bruce Donn	 
	 	 	 	 
	 	Address:	 Suite 3E, Eurolife Building, 1 Corral Road,
    Gibraltor	 
	 	 	 
	 	 	 


                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                          
 

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      

    

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page - Sixth Amended and
Restated Investors' Rights Agreements

    
       

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	 	
                                                                      
                                                                        
                                                                          Uzi
      Zucker

                                                                        

                                                                      

                                                                    	 
	 	 	 
	
                                                                       

                                                                    	
                                                                       

                                                                    	 	 
	 	 	 	 
	 	 	 	 
	 	Peter Luggen	 
	 	 	 	 
	 	 	 	 


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                          
 

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    Signature
page - Sixth Amended and
Restated Investors' Rights Agreements

    


    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  	 	
                                                          
                                                            
                                                              
                                                                GCWF
      Investment Partners II

                                                              

                                                            

                                                          

                                                        	 
	 	 	 
	
                                                           

                                                        	
                                                          By:

                                                        	 	 
	 	 	 	 


                                                

                                              

                                            

                                          

                                           

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	
                                                        
                                                          
                                                            
                                                              BDA
      Investment Partners

                                                            

                                                          

                                                        

                                                      	 
	 	 	 
	
                                                         

                                                      	
                                                        By:

                                                      	/s/
      signature illegible	 
	 	 	 	 


                                                 

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

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                	 
	 	 	 
	
                                                                                                   

                                                                                                	
                                                                                                  By:

                                                                                                	 	 
	 	 	 	 


                                                                                        

                                                                                         

                                                                                        
                                                                                          
                                                                                            
                                                                                            

                                                                                          

                                                                                          
                                                                                            37

                                                                                            
                                                                                              

                                                                                            

                                                                                          

                                                                                          
                                                                                            
                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Schedule
A

    


    List of
E-Investors

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      and Address

                              	 	
                                Number
      of Shares

                              	 	 	
                                Purchase
      Price

                              	 
	 
      	 	 	 	 	 	 
	
                                Lehman Brothers Venture
      Partners V L.P.

                              	 	 	326,544	 	 	$	1,959,264	 
	 
      	 	 	 	 	 	 	 	 
	
                                Lehman Brothers Venture
      Partners V-P L.P.

                              	 	 	90,122	 	 	$	540,732	 
	 
      	 	 	 	 	 	 	 	 
	 
      	 	 	416,666	 	 	$	2,500,000	 


                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    


    Schedule
D

    


    List of
C-Investors

    


    


    
      
        
          	
                   

                  Name of  Investor

                	
                  Address for notices

                	
                  Number
      of

                  Purchased Shares

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I  LP

                	
                  P.O.
      Box 309

                  Ugland
      House

                  South
      Church Street

                  George
      Town, Grand Cayman

                	
                  399,261

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I (Israel) LP

                	 
      	
                  46,988

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I Entrepreneurs Fund LP

                   

                	
                  P.O.
      Box 309

                  Ugland
      House

                  South
      Church Street

                  George
      Town, Grand Cayman

                	
                  8,283

                
	 
      	 
      	 
      
	
                  Concord
      Ventures II

                  (Israel),
      L.P.

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  175,904

                
	 
      	 
      	 
      
	
                  Concord
      Ventures II (Cayman), L.P.

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  700,070

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

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  21,817

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

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  11,272

                
	 
      	 
      	 
      
	
                  Texas
      Instruments Incorporated

                	
                  7839
      Churchill Way  M/S 3992

                  Dallas
      Texas 75251

                	
                  1,212,084

                   

                
	 
      	 
      	 
      
	
                  China
      Development Industrial

                  Bank
      Inc.

                	
                  c/o
      Saints Capital Belvedere, LLC

                  475
      Sansome Street, Suite 1850

                  San
      Francisco, CA 94111

                  (415)
      773-2080 (direct)

                  (415)
      835-5970 (fax)

                	
                  151,510

                


        

      

    

    


    


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            
              	
                      Sonostar
      Ventures LLC

                    	
                      c/o
      Trustco Services Ltd.

                      Chamerstrasse
      12c

                      P.O
      box 4436

                      Zug,
      Switzerland 6304

                    	
                      22,726

                    
	 
      	 
      	 
      
	
                      MRVM
      Advisory Services Ltd.

                    	
                      c/o
      Trustco Services Ltd.

                      Chamerstrasse
      12c

                      P.O
      box 4436

                      Zug,
      Switzerland 6304

                    	
                      9,090

                    
	 
      	 
      	 
      
	
                      Stanley
      B. Shopcorn

                    	
                      c/o
      Trustco Services Ltd.

                      hamerstrasse
      12c

                      P.O
      box 4436

                      Zug,
      Switzerland 6304

                    	
                      15,151

                    
	
                      Vivian
      Lampert

                    	 
      	
                      333,322

                    
	
                      Bonale
      Foundation

                       

                    	 
      	
                      128.784

                       

                    
	
                      Angold
      Trust

                    	 
      	
                      151,511

                    
	
                      Leeser
      Trust

                    	 
      	
                      151,511

                    
	 
      	 
      	 
      
	
                      Kiernan
      Family Trust

                    	
                      c/o
      Trustco Services Ltd.

                      Chamerstrasse
      12c

                      P.O
      box 4436

                      Zug,
      Switzerland 6304

                    	
                      68,180

                    
	 
      	 
      	 
      
	
                      Murato
      Inc.

                       

                       

                    	 
      	
                      30,302

                       

                    
	 
      	 
      	 
      
	
                      Zebulon
      International Ltd.

                    	 
      	
                      39,392

                       

                    
	 
      	 
      	 
      
	
                      Uzi
      Zucker

                       

                    	
                      C/o
      Bear Stearns,

                      383
      Madison Ave.

                      New
      York, NY 10179

                    	
                      78,785

                       

                    
	 
      	 
      	 
      
	
                      YZMS
      Advisory Services Ltd.

                       

                    	
                      127
      Shaughnessy Crescent

                      Kanata,
      Onatario,

                      Canada
      K2K 2N3

                    	
                      3,788

                       

                    


            

          

        

      



     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	
                            Bela
      Incze

                             

                             

                             

                          	
                            127
      Shaughnessy Crescent

                            Kanata,
      Ontario, Canada

                            K2K
      2N3

                          	
                            30,302

                             

                             

                          
	 
      	 
      	 
      
	
                            Shardan
      B Management Services Ltd.

                          	
                            13A
      Shphinoza St. 

                            Herzelia
      46683 Israel

                          	
                            30,302

                             

                          
	 
      	 
      	 
      
	
                            Back
      Nine LLC.

                             

                          	
                            70
      Bradford Road, 

                            Weston,
      MA 02193

                          	
                            31,513

                             

                             

                          
	 
      	 
      	 
      
	
                            Peter
      Luggen

                             

                             

                          	
                            P.O.Box
      4258,

                            Zug,
      6304 Switzerland

                          	
                            60,604

                             

                          
	
                            TOTAL

                          	 
      	
                            3,912,452

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    Schedule
B

    


    List of
A-Investors

    


    
      
        	
                 

                Name and Address

              	
                Number
      of

                Shares

              
	 
      	 
      
	
                Magma
      Venture Capital I LP

              	
                732,100

              
	 	 
	Magma
      Venture Capital I (Israel) LP	
                 86,159

              
	 	 
	Magma
      Venture Capital I Entrepreneurs Fund LP	
                15,073

              
	 	 
	
                Concord
      Ventures II (Israel),
      L.P.

              	
                161,083

              
	 
      	 
      
	
                Concord
      Ventures II (Cayman), L.P. 

              	
                641,083

              
	 	 
	
                Concord
      Ventures Advisors II (Cayman) L.P.

              	
                20,416

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

              	
                10,750

              
	 	 
	
                Marvel
      Semiconductor Israel Ltd.

              	
                833,333

              
	 
      	 
      
	
                GCWF
      Investment Partners II

              	
                11,249

              
	 
      	 
      
	
                BDA
      Investment Partners

              	
                1,250

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

              	
                12,500

              
	 
      	 
      
	
                TOTAL

              	
                2,524,996

              
	 
      	 
      


      

    

    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    Schedule
C

    List of
B-Investors

     

    
      
        
          	
                  Name of Investor

                	
                  Address for notices

                	
                  Number
      of

                  Shares

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I LP

                   

                	
                  P.O.
      Box 309

                  Ugland
      House

                  South
      Church Street

                  George
      Town, Grand Cayman

                	
                  650,152

                   

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I (Israel) LP

                   

                	 
      	
                  76,515

                
	 
      	 
      	 
      
	
                  Magma
      Venture Capital I Entrepreneurs Fund LP

                   

                	
                  P.O.
      Box 309

                  Ugland
      House

                  South
      Church Street

                  George
      Town, Grand Cayman

                	
                  13,386

                
	 
      	 
      	 
      
	
                  Concord
      Ventures II

                  (Israel),
      L.P.

                	
                  PO
      Box 4011,

                  Herzelia
      46140,Israel

                	
                  143,052

                   

                
	 
      	 
      	 
      
	
                  Concord
      Ventures II (Cayman), L.P.

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  569,323

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

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  18,131

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

                	
                  PO
      Box 4011,

                  Herzelia
      46140, Israel

                	
                  9,546

                
	 
      	 
      	 
      
	
                  Marvel
      Semiconductor Israel Ltd.

                   

                	 
      	
                  120,923

                
	 
      	 
      	 
      
	
                  Texas
      Instruments Incorporated

                	
                  7839
      Churchill Way  M/S 3992

                  Dallas
      Texas 75251

                	
                  362,770

                
	 
      	 
      	 
      
	
                  Genesis
      Partners II LDC

                	
                  Top
      Tower, 50 Dizengoff Street, 

                  Tel
      Aviv 61236,  Israel]

                	
                  1,058,564

                
	 	 	 
	
                  China
      Development Industrial Bank Inc.

                	
                  c/o
      Saints Capital Belvedere, LLC

                  475
      Sansome Street, Suite 1850

                  San
      Francisco, CA 94111

                  (415)
      773-2080 (direct)

                  (415)
      835-5970 (fax)

                	 
      

                  272,078

                


        

      

    

     

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

       

    

    
      
        
          
            	
                    Genesis
      Partners II (Israel) L.P.

                     

                     

                  	
                    Top
      Tower, 50 Dizengoff Street, 

                    Tel
      Aviv 61236,  Israel]

                  	
                    156,719

                  
	
                    Marinon
      Development Inc.

                  	
                    c/o
      Trustco Services Ltd.

                    Chamerstrasse
      12c

                    P.O
      box 4436

                    Zug,Switzerland
      6304

                     

                  	
                    299,286

                  
	
                    MRVM
      Advisory Services Ltd.

                  	
                    c/o
      Trustco Services Ltd.

                    Chamerstrasse
      12c

                    P.O
      box 4436

                    Zug,
      Switzerland 6304

                     

                  	
                    9,069

                  
	
                    Sonostar
      Ventures LLC

                  	
                    c/o
      Trustco Services Ltd.

                    Chamerstrasse
      12c

                    P.O
      box 4436

                    Zug,Switzerland
      6304

                     

                  	
                    54,415

                  
	
                    Stanley
      B. Shopkorn

                  	
                    c/o
      Trustco Services Ltd.

                    Chamerstrasse
      12c

                    P.O
      box 4436

                    Zug,Switzerland
      6304

                     

                  	
                    36,277

                  
	
                    TOTAL

                  	 
      	
                    3,850,206

                  


          

        

      

    

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

     

    Schedule
E

    List of
D-Investors

    


    


    
      
        
          	
                  Name of Investor

                	
                  Address for notices

                	
                  Number
      of

                  Shares

                
	 	 	 
	
                  PMC
      Sierra, Inc.

                	 
      	
                  426,412

                


        

      

    

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

     

    Schedule
F

     

    Founders

     

    
      
        
          
            	
                    Founder

                  	
                    Class/Series of Stock

                  	
                    Number of Shares

                  
	 
      	 
      	 
      
	
                    Jacob
      Ben-Zvi.

                  	
                    Common
      Stock

                  	
                    1,927,250

                  
	 
      	 
      	 
      
	
                    Robert
      O’Dell

                  	
                    Common
      Stock

                  	
                    1,225,750

                  


          

        

      

    

    


     

    Calculated
after the Common Stock Transaction with the E-Holder

     

    All
share numbers calculated after the Reverse Stock Split

     

    
      
        
        

      

      
        46